Common use of Escrow Clause in Contracts

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, with the interest. In all instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the Xxxxxxx Money Deposit, provided that, if the Closing occurs, the Xxxxxxx Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Xxxxxxx Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Deposit Escrowed Funds until otherwise directed in escrow a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall dispose of the Deposit only not be liable for any action taken, suffered or omitted by it in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows:advice of such counsel. (ic) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated unless requested to do so by Purchaser or cancelled, Seller and Buyer is thereby entitled indemnified to receive its satisfaction against the Deposit; but cost and expense of such defense. Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy be required to institute legal proceedings of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice any kind and shall have no responsibility for the genuineness or validity of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery any document or other item deposited with it or the collectibility of the Deposit, any check delivered in connection with this Agreement. Escrow Agent shall be relieved of all liability fully protected in acting in accordance with any written instructions given to it hereunder and with respect believed by it to have been signed by the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyproper parties. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Xxxxx agrees to open an escrow (“Escrow’) in accordance with this Agreement at Xxxxxxx Title (“Escrow Agent Holder”), located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall hold deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the Deposit “Xxxxxxx Money Deposits”. The Xxxxxxx Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow and shall dispose instructions of the Deposit only Parties, and Xxxxxx Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both Xxxxx and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the following provisions:wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into Xxxxxx an executed Xxxxx Xxxx conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless Seller requests another form of payment.” a. Escrow Agent 2. Section 17 (Buyer’s Conditions to Close) of the Agreement shall deliver the Deposit to Seller or Buyer, as the case may be, be amended and restated in its entirety as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent 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 if there shall occur any other Event of Default, as hereinafter defined, and Lender does not elect to exercise its other remedies, then Borrower shall, upon request of Lender, pay to Lender 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 and, if applicable, any replacement reserve amounts payable by Borrower. Lender 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 Deposit in escrow payment of said charges one (1) month prior to the due date thereof and that Borrower shall dispose furnish Lender with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Deposit only Mortgage, or if Lender should take a deed in accordance with lieu of foreclosure, the following provisions: a. Escrow Agent amount so accumulated shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion be credited on account of the Closing (which shall constitute a credit towards unpaid principal or interest. If the Purchase Price); or (ii) to Seller, after receipt total of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted the monthly payments as made under this AgreementSection shall exceed the payments actually made by Lender, or (B) 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 Agreement has been otherwise terminated or cancelledSection shall be insufficient to pay such taxes, assessments, and Seller is thereby entitled insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to receive make up the Deposit; but Escrow Agent deficiency, which payments shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be secured by the Mortgage. To the extent that all the provisions of Seller Seller’s demand to Buyerthis Section for such payments of taxes, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledassessments, and Buyer is thereby entitled insurance premiums to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to SellerLender, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Depositare complied with, Escrow Agent Borrower shall be relieved of all liability hereunder compliance with the covenants contained in Sections 7 and with respect 8 herein as to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving sameamounts paid only, but not thereafter, nothing contained in this Section shall be construed as in any way limiting the other party may object rights of Lender at its option to delivery pay any and all of the Deposit to the party making such demand by giving a notice of objection (a "said items when due.

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall hold be held and disbursed by the Deposit in escrow and shall dispose of the Deposit only Escrow Agent in accordance with the following provisions: a. an Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of Agreement. If the Closing (which occurs, Parent agrees that the right to indemnification pursuant to this Article XII shall constitute a credit towards Parent’s sole and exclusive remedy and recourse against the Purchase Price); or (ii) Shareholders for Losses attributable to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Indemnifiable Matters. Except with respect to the Deposit. Escrow Agent Excluded Obligations the maximum aggregate liability of any Shareholder individually shall deliver the Deposit, at the election be limited to such Shareholder’s Pro Rata Portion of the party entitled to receive Escrow Deposit and the same, by maximum aggregate liability of the Shareholders collectively for the Excluded Obligations (iother than the Section 3.12 Indemnifiable Matters) a good, unendorsed certified check of Escrow Agent payable shall be limited to the order Cash Consideration (and for the Employee Shareholders also the value of the Restricted Equity Consideration) and of any Shareholder individually for the Excluded Obligations (other than the Section 3.12 Indemnifiable Matters) shall be limited to such partyShareholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Cash Consideration which such Shareholder is entitled (and for an Employee Shareholder the value of his share of the Restricted Equity Consideration). The maximum aggregate liability of the Stockholders for the Section 3.12 Indemnifiable Matters shall be limited as follows: (a) for Section 3.12 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the twelve (12) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Five Million Dollars ($5,000,000), (iib) an unendorsed official bank for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twelve (12) month anniversary of the Closing Date and continuing until the eighteen (18) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Four Million Dollars ($4,000,000), (c) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the eighteen (18) month anniversary of the Closing Date and continuing until the twenty-four (24) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Three Million Dollars ($3,000,000), (d) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twenty-four (24) month anniversary of the Closing Date and continuing until the thirty (30) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $Two Million Dollars ($2,000,000), and (e) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the thirty (30) month anniversary of the Closing Date and continuing until the thirty six (36) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of One Million Dollars ($1,000,000). For the purposes of this Agreement, “Pro Rata Portion” of a Shareholder as to any Losses or cashier's check payable as to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent Deposit shall send a copy of such demand be equal to the other partypercentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 2.3. Within ten (10) days after the date For purposes of receiving same, but not thereafterArticle XII, the other party may object Restricted Equity Consideration shall be valued (irrespective of vesting) based on the Closing Market Price, and as to delivery of shares not yet vested pursuant to Section 7.8 the Deposit Employee Shareholders’ liability with respect thereto shall be limited to the party making forfeiting such demand by giving a notice of objection (a "unvested shares.

Escrow. FirePond warrants that the source code for the Software as it is or as it becomes available, will be deposited in an escrow account maintained at Data Securities International, Inc. (the "Escrow Agent"). FirePond will from time to time deposit in an escrow account copies of all new releases of the source code for the Software. FirePond or FirePond's trustee in bankruptcy shall authorize the Escrow Agent shall hold the Deposit in escrow to make and shall dispose release a copy of the Deposit only source code to Licensee upon the occurrence of any of the following events: (a) FirePond has ceased its ongoing business operations relating to the licensing of software; or (b) FirePond fails to carry out the material maintenance obligations imposed on it pursuant to this Agreement after reasonable opportunity has been provided to FirePond to perform such obligations; or (c) The existence of any one or more of the following circumstances, if uncorrected for more than ninety (90) days: (i) entry of an order of relief under Title 11 of the United States Code; the making by FirePond of the general assignment for the benefit of creditors; (ii) the appointment of a general receiver or trustee in the bankruptcy of FirePond's business or property; or (iii) action by FirePond under any state insolvency or similar law for the purpose of bankruptcy, reorganization or liquidation. The occurrence of the described events shall not constitute reason for the release of the source code if, within the specified ninety (90) day period, FirePond (including its receiver or trustee in bankruptcy) provides to Licensee's adequate assurances, reasonably acceptable to Licensee, of its continuing ability and willingness to fulfill all of its maintenance and support obligations. In the event of release under this Agreement, Licensee agrees that it will treat and preserve the source code of the Software as a trade secret of FirePond in accordance with the following provisions: a. Escrow Agent same precautions adopted by Licensee to safeguard its own trade secrets against unauthorized use and disclosure. Release under this provision shall deliver the Deposit to Seller not extend Licensee any greater rights or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted lesser obligations than are otherwise provided or imposed under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall (a) Buyer will deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, Escrowed Funds by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to the Escrow Agent on the Closing Date, which shall be deposited into an interest-bearing escrow account designated by such party(the “Escrow Account”) which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement (x) shall be entered into on the Closing Date among Buyer, the Sellers’ Representative and the Escrow Agent, and (y) shall be substantially in the form of Exhibit D attached hereto. The Escrow Agent will hold the Adjustment Escrow Amount until the Final Adjustment Date and shall release the Adjustment Escrow Amount in accordance with the provisions set forth in Sections 3.2(c) and (d). The Escrow Agent will hold the Indemnity Escrow Amount until the Indemnity Survival Date and shall release the Indemnity Escrow Amount in accordance with the provisions set forth in Article X (and Section 3.2, if applicable). c. Upon receipt (b) The parties agree for all Tax purposes that Buyer shall be treated as the owner of a written demand the Escrowed Funds and all interest and earnings earned from Seller or the investment and reinvestment of the Escrowed Funds shall be allocable to Buyer under pursuant to Section 16, 468B(g) of the Code and proposed Treasury Regulation Section 1.468B-8. (c) The Escrow Agent shall send make quarterly distributions from the Escrow Account to Buyer (a copy of such demand “Tax Distribution”) intended to reimburse Buyer for Buyer’s income Tax Liabilities pertaining to the other partyEscrowed Funds. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object Such Tax Distribution shall be equal to delivery 40% of the Deposit to interest and earnings from the party making such demand by giving a notice investment and reinvestment of objection (a "the Escrowed Funds for the quarterly period in question.

Escrow. The Escrowed Shares, when initially issued, shall be issued to the Escrow Agent as nominee of the LMI Stockholders, such shares to be deposited in an escrow account. The Escrowed Shares shall be allocated against the number of shares of Ebiz Common Stock to which each LMI Stockholder is entitled on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. The Escrowed Shares shall be held by the Escrow Agent in escrow, and shall be transferred or released by the Escrow Agent only as follows. If no Notice of Claim is submitted by the Ebiz Designated Representative to the LMI Designated Representative within the applicable time period provided in Section 10.4(a), then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. If a Notice of Claim is submitted by the Ebiz Designated Representative to the LMI Designated Representative within the applicable time period provided in Section 10.4(a), then the Escrow Agent shall hold the Deposit in escrow and shall dispose Escrowed Shares until the first to occur of the Deposit only issuance of a Final Decision or the waiver and release by Ebiz of the Indemnification Claims to which the Notice of Claim relates. If the Final Decision results in Ebiz being entitled to no payment pursuant to this Article 10 or if Ebiz waives and releases its Indemnification Claims, then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the following provisions: a. relative Applicable Stock Percentage of each LMI Stockholder. If, however, pursuant to the Final Decision it is determined that Ebiz is entitled pursuant to this Article 10 to receive payment with respect to its Indemnification Claims, then the Escrow Agent shall deliver transfer to Ebiz on the Deposit Due Date such number of Escrowed Shares as have an aggregate Ebiz Share Value equal to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion amount of such payment and shall transfer all of the Closing (which shall constitute remaining Escrowed Shares to the LMI Stockholders on a credit towards pro rata basis in accordance with the Purchase Price); or (ii) to Sellerrelative Applicable Stock Percentage of each LMI Stockholder. Any LMI Stockholder may, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten be required, to redeem any Escrowed Shares allocable to him that are required to be transferred to Ebiz pursuant to this subsection (10f) days after by paying to the Escrow Agent has given a copy Agent, prior to the transfer thereof to Ebiz, the Ebiz Share Value of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either Escrowed Shares. Any Escrowed Shares that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent are so redeemed shall be relieved of all liability hereunder and with respect transferred to the Deposit. Escrow Agent redeeming LMI Stockholder and the cash paid to redeem such Escrowed Shares shall deliver the Depositbe paid, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order in lieu of such partyshares, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyEbiz. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Escrow Agent shall will hold the Xxxxxxx Money Deposit in escrow and shall dispose in an interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit only shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period or as otherwise provided for in accordance with the following provisions: a. terms and provisions of this Agreement, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent shall deliver to the Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit to Seller or Buyer, as the case may be, as follows: (i) and all interest accrued thereon will be released to Seller, upon completion and Purchaser shall receive a credit against the Purchase Price in the amount of the Closing (which shall constitute a credit towards Xxxxxxx Money Deposit, without the Purchase Price); or (ii) to Sellerinterest. In all other instances, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand release the Xxxxxxx Money Deposit to either party until more than ten (10) days after Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given a copy the other party five (5) Business Days to dispute, or consent to, the release of the Xxxxxxx Money Deposit. Seller Seller’s demand to Buyerrepresents that its tax identification number, nor thereafter if Escrow Agent received a Notice for purposes of Objection (defined below) from Buyer within such ten (10) day period; orreporting the interest earnings, is 00-0000000. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. (iiib) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent has given a copy of Buyer's demand to Sellerand hold Escrow Agent harmless from any and all claims, nor thereafter if damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a Notice of Objection dispute between the parties with respect to the Xxxxxxx Money Deposit and the interest earned thereon (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit“Escrowed Funds”), Escrow Agent shall not be relieved bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all liability hereunder duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. I Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the DepositEscrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall deliver not be required to institute legal proceedings of any kind and shall have no responsibility for the Deposit, at genuineness or validity of any document or other item deposited with it or the election collectibility of the party entitled to receive the same, by (i) a good, unendorsed certified any check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, delivered in connection with this Agreement. Escrow Agent shall send a copy of such demand be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "proper parties.

Escrow. 4.1 For the purpose of the transactions contemplated in this Agreement, the Parties agree to appoint JunZeJun Law Offices, as third party escrow agent (the “Escrow Agent”) and an Escrow Services Agreement will be signed simultaneously with the execution of this Agreement in a form and substance as set forth in Exhibit 4.1. The Escrow Services Agreement shall include a provision stating that (i) in the event Chengshan exercises the Chengshan Call Option, the Escrow Agent shall hold insert a number that is equal to 65% of the Deposit Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Chengshan Equity Transfer Agreement as the Purchase Price, and shall fill in the dates of the Chengshan Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for Chengshan Group’s Purchase, and (ii) in the event Chengshan exercises the Chengshan Put Option or Cooper exercises the Cooper Option, then the Escrow Agent shall insert a number that is equal to 35% of the Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Cooper Equity Transfer Agreement as the Purchase Price and shall fill in the dates of the Cooper Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for Xxxxxx’x Purchase. 4.2 Simultaneously with the signing of this Agreement, Chengshan and Cooper shall deliver executed copies of undated Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for Xxxxxx’x Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for Xxxxxx’x Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for Xxxxxx’x Purchase (each as defined below), in each case executed by all the parties thereto, to the Escrow Agent, to be held in escrow. 4.2.1 The following documents (collectively, the “Transaction Documents for Chengshan Group’s Purchase”) will be placed into escrow and shall dispose of the Deposit only released in accordance with the following provisionsArticle 4.3.1 below: a. Escrow Agent shall deliver the Deposit to Seller or Buyer(a) an agreement, in form and substance as the case may be“Agreement for The Transfer of Equity Interest in Xxxxxx Chengshan (Shandong) Tire Company Limited” attached hereto as Exhibit 4.2.1(a) (the “Chengshan Equity Transfer Agreement”) in connection with the purchase of Xxxxxx’x interest in CCT by Prairie; (b) a TBR Offtake Agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(b); (c) a PCR Offtake Agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(c); (d) a termination agreement between CCT and CTB for the Trademark License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as follows:set forth in Exhibit 4.2.1(d); (e) a termination agreement between CCT and CTB for the Technical Assistance and Technology License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(e); (f) a termination notice from CTBX Company to CCT for the Secondment Agreement dated February 4, 2006 by and among CTBX Company and CCT in the form and substance as set forth in Exhibit 4.2.1(f); (g) a patent and domain name assignment agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(g); (h) a transition service agreement in the form and substance as set forth in Exhibit 4.2.1(h); (i) to Sellerthe board resolutions by Prairie and the board resolutions by Cooper approving the execution of Chengshan Equity Transfer Agreement; and (j) a board resolution of CCT approving the transactions contemplating under the Chengshan Equity Transfer Agreement. 4.2.2 The following documents (collectively, upon completion the “Transaction Documents for Xxxxxx’x Purchase”) will be placed into escrow and released in accordance with Article 4.3.2 below: (a) an agreement, in form and substance as the “Agreement for The Transfer of Equity Interest in Cooper Chengshan (Shangdong) Tire Company Limited” attached hereto as Exhibit 4.2.2(a) (the “Cooper Equity Transfer Agreement”, and, together with the Chengshan Equity Transfer Agreement, the “Equity Transfer Agreement”) in connection with the purchase of Chengshan’s interest in CCT by Cooper, (b) a transition services agreement in the form and substance as set forth in Exhibit 4.2.2(b); (c) a patent assignment agreement between CCT and Chengshan in the form and substance as set forth in Exhibit 4.2.2(c); (d) a termination agreement in the form and substance as set forth in Exhibit 4.2.2(d); (e) the shareholders’ meeting resolutions by Chengshan and the board resolutions by Cooper approving the execution of Cooper Equity Transfer Agreement; and (f) a board resolution of CCT approving the transactions contemplating under the Cooper Equity Transfer Agreement. 4.2.3 The following documents (the “Withdraw Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.4: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.3(a). 4.2.4 The following documents (the “Withdraw Documents for Xxxxxx’x Purchase”) will be placed into escrow and released in accordance with this Article 4.5: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.4(a). 4.2.5 The following documents (the “Unwinding Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.6: (a) an Application for Unwinding of the Closing Approval in the form and substance as set forth in Exhibit 4.2.5(a). 4.2.6 The following documents (which the “Unwinding Documents for Xxxxxx’x Purchase”) will be placed into escrow and released in accordance with Article 4.7: (a) an Application for Unwinding of the Approval in the form and substance as set forth in Exhibit 4.2.6(a). 4.3 Upon the receipt by the Escrow Agent of either Chengshan’s Exercise Notice or Xxxxxx’x Exercise Notice, the Escrow Agent shall constitute a credit towards immediately release to the Parties original copies of the following documents: 4.3.1 if Chengshan exercises Chengshan’s Call Option, the Chengshan Equity Transfer Agreement (i.e., Article 4.2.1(a)) and the executed board resolutions included in the Transaction Documents for Chengshan Group’s Purchase Price(i.e., Article 4.2.1(i) and 4.2.1(j)); or 4.3.2 if Chengshan exercises Chengshan’s Put Option or Xxxxxx exercises Xxxxxx’x Option, the Xxxxxx Equity Transfer Agreement (iii.e., Article 4.2.2(a)) and the executed board resolutions and shareholder resolutions included in the Transaction Documents for Xxxxxx’x Purchase (i.e., Article 4.2.2 (e) and 4.2.2 (f)). 4.4 Upon the receipt by the Escrow Agent of the Xxxxxx Withdraw Notice (as defined below), the Escrow Agent shall immediately release to SellerCooper original copies of the Withdraw Documents for Chengshan Group’s Purchase set out in Article 4.2.3. 4.5 Upon receipt by the Escrow Agent of the Chengshan Group Withdraw Notice (as defined below), after the Escrow Agent shall immediately release to Chengshan original copies of the Withdraw Documents for Xxxxxx’x Purchase set forth in Section 4.2.4. 4.6 Upon receipt by the Escrow Agent of the Xxxxxx Unwinding Notice (as defined below), the Escrow Agent shall immediately release to Cooper original copies of the Unwinding Documents for Chengshan Group’s Purchase set forth in Section 4.2.5. 4.7 Upon receipt by the Escrow Agent of the Chengshan Group Unwinding Notice(as defined below), the Escrow Agent shall immediately release to Chengshan original copies of the Unwinding Documents for Xxxxxx’x Purchase set forth in Section 4.2.6. 4.8 The Party that is purchasing the other Party’s equity interest in CCT shall provide such other Party and the Escrow Agent written notice indicating that the conditions for Closing (as defined in the applicable Equity Transfer Agreement) set forth in Article 2 of the applicable Equity Transfer Agreement have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing (as defined in the applicable Equity Transfer Agreement), but subject to the fulfillment or waiver of those conditions), within 5 business days (which shall not be subject to the Cure Period) of the satisfaction of such conditions. Such notice shall include a copy of CCT’s newly issued business license reflecting the transfer of equity. Upon the receipt of Sellersuch written notice, the Escrow Agent shall release simultaneously with the closing of the equity transfer transaction contemplated in the applicable Equity Transfer Agreement the original copies of all the remaining documents from either the Transaction Documents for Chengshan Group’s demand Purchase, in which Seller certifies either the event that Prairie is the purchaser, or the Transaction Documents for Xxxxxx’x Purchase, in the event that Xxxxxx is the purchaser, to Chengshan and Xxxxxx. 4.9 Upon the earliest of (Aa) Buyer has defaulted under both Chengshan and Xxxxxx failing to properly exercise Chengshan’s Option or Xxxxxx’x Option, as applicable, before all such Options expire pursuant to the terms of this Agreement, (b) written notice from Xxxxxx or Chengshan if the Option Commencement Date has not occurred on or before the Option Commencement Deadline, (c) written instructions from Xxxxxx and Chengshan, (d) 10 calendar days after release by the Escrow Agent of the documents in Article 4.8, or (Be) the termination of this Option Agreement has been otherwise terminated or cancelledin accordance with Article 6, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall destroy all other remaining Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for Xxxxxx’x Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for Xxxxxx’x Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for Xxxxxx’x Purchase which have not honor Seller's demand until more than ten (10) days after been previously released. 4.10 For the purpose of this Article 4, the release of the documents by the Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) Xxxxxx or Chengshan shall be delivered to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreementthe following addresses, or to such other address as may be hereafter designated in writing on seven (B7) this Agreement has been otherwise terminated or cancelleddays’ notice by the relevant Party: CHENGSHAN Address: Xx. 00, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to SellerXxxxxxx Xxxx Xxxxx, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the DepositXxxxxxxxx Xxxx, Escrow Agent shall be relieved of all liability hereunder and with respect to the DepositXxxxxxxx Xxxxxxxx, PRC Tel: 0000-0000000 Fax: 0000-0000000 Attn: Xxxxxxx Xxx XXXXXX Address: x/x Xxxxx Xxx 00xx Xxxxx, Xxxxx World Office 1, Xx.0, Xxxxxxxxxxxxx Xxxxxx, Xxxxxxx, 000000, Xxxxx. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Tel: 0000-00000000 Fax: 0000-00000000 Attn: Partner-in-Charge

Escrow. At the Closing, U.S. Buyer shall deposit or cause to be deposited an amount equal to the Escrow Agent shall hold Amount in an escrow account mutually established by the Deposit Parties at Deutsche Bank (the “Escrow Agent”). Such escrow account will be established pursuant to an escrow agreement in escrow and shall dispose of a form reasonably agreed to by the Deposit only in accordance Parties (the “Escrow Agreement”) with the following provisions: a. Escrow Agent shall deliver the Deposit costs thereof to be borne one-half by Seller or Buyer, as the case may be, as follows: and one-half by Buyers. All Parties hereto agree for all tax purposes that: (i) the right of Seller to the Escrow Fund shall be treated as deferred purchase price eligible for installment sale treatment under Section 453 of the Internal Revenue Code of 1986, as amended (the “Code”) and any corresponding provision of foreign, state or local law, as appropriate; (ii) Buyers shall be treated as the owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Buyers pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iii) if and to the extent any amount of the Escrow Fund is actually distributed to Seller, upon completion interest may be imputed on such amount, as required by Section 483 or 1274 of the Closing Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to Seller under this Agreement exceed an amount to be designated by Seller prior to the Closing. Clause (iv) of the preceding sentence is intended to ensure that the right of Seller to the Escrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. All parties hereto shall file all Tax Returns consistently with the foregoing. Buyers shall be entitled to receive quarterly distributions from the Escrow Fund in an amount equal to 40% of the interest and earnings which shall constitute a credit towards the Purchase Price); or are allocable to Buyers pursuant to clause (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodabove. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) The Escrow Deposit and Additional Escrow Deposit shall be commingled and deposited by the Escrow Agent shall hold the Deposit in escrow an interest-bearing, attorney trust account in a bank reasonably selected by Escrow Agent to be maintained and shall dispose of the Deposit only disbursed in accordance with the following provisions: a. provisions hereof. If, prior to expiration of the Inspection Period, as such term is defined in paragraph 7(a) of this Agreement, the Escrow Agent receives the Inspection Termination together with the Inspection Report(s), as such terms are defined in paragraph 7(a) of this Agreement, then within five (5) days of receipt thereof, the Escrow Agent shall refund the Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of the interest accrued thereon, to the Buyer. If, upon expiration of the Inspection Period, as such term is defined in paragraph 7(a) of this Agreement, the Escrow Agent has not received the Inspection Termination and/or Inspection Report(s) then and in that event, the Escrow Agent shall continue to hold the Escrow Deposit and Additional Escrow Deposit in escrow for the benefit of the Seller, subject to the right of the Buyer to have the Escrow Deposit and Additional Escrow Deposit returned to the Buyer, only if, prior to expiration of the Environment Due Diligence Period, as defined in paragraph 7(b) of this Agreement, or Extended Environmental Due Diligence Period, if applicable, as defined in paragraph 7(b)(i) of this Agreement, the Escrow Agent has received the Environmental Termination, together with the Environmental Certification and Environmental Study (all as defined in paragrpah 7(b) of this Agreement). If, prior to expiration of the Environmental Due Diligence Period, or prior to expiration of the Extended Environmental Due Diligence Period, if applicable, the Escrow Agent receives the (Final) Environmental Certification, (Final) Environmental Study and the (Final) Environmental Termination as defined in paragraph 7(b) or 7(b)(i), if applicable, of this Agreement, then within five (5) days of receipt thereof, the Escrow Agent shall refund the Escrow Deposit and Additional Deposit together with one-half (1/2) of the interest accrued thereon to the Buyer. If, upon expiration of the Environmental Due Diligence Period or Extended Environmental Due Diligence Period, the Escrow Agent has not received the Inspection Termination together with the Inspection Reports, then within five (5) days after expiration of the Environmental Due Diligence Period or the Extended Environmental Due Diligence Period, the Escrow Agent shall deliver the Escrow Deposit and Additional Escrow Deposit together with one-half (1/2) of the interest accrued thereon to Seller or Buyer, as the case may be, as follows:Seller. (ib) to Without the consent of the Buyer and Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than release the Escrow Deposit to any party. In the event that any party requests in writing that the Escrow Agent deliver the Escrow Deposit and/or the Additional Escrow Deposit to such party, the Escrow Agent shall make a written request for the consent of the other party and in such written request notify such party that unless an objection is made in writing to the release of the Escrow Deposit and/or the Additional Escrow Deposit, within ten (10) days after of the non-consenting party's receipt of such notice, the Escrow Deposit and/or the Additional Escrow Deposit will be released to the party requesting the Escrow Deposit and/or Additional Escrow Deposit. If the Escrow Agent has given receives a copy written objection to the release of Seller Seller’s demand to Buyerthe Escrow Deposit and/or the Additional Escrow Deposit, nor thereafter if the Escrow Agent received shall make no disbursement of the Escrow Deposit and/or the Additional Escrow Deposit until so authorized in a Notice writing, signed by both the Buyer and Seller or by a final non-appealable order of Objection (defined below) from a court of competent jurisdiction, and in either of such events, Escrow Agent shall then disburse the Escrow Deposit and/or the Additional Escrow Deposit in accordance with the notice or the order, as applicable. No fee or other charges shall be payable to Escrow Agent by the Buyer within such ten (10) day period; or (iii) to Buyerunless an interpleader is filed by Escrow Agent, after receipt of Buyer's demand in which event Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive shall pay such fees as directed by the Deposit; but Court. Escrow Agent shall not honor Buyer's demand until more than ten (10) days after be liable to either party hereunder for any act undertaken in good faith and without fraud or gross negligence on its part. The parties acknowledge that the Escrow Agent has given is acting in this capacity solely as a copy stakeholder for the convenience of Buyer's demand to Sellerthe parties. In the event of any conflict, nor thereafter if the Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and may institute an interpleader action with respect to the Escrow Deposit and/or the Additional Escrow Deposit. The parties acknowledge and agree that notwithstanding the Escrow Agent's role as Escrow Agent, that the Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable is counsel to the order of such party, (ii) an unendorsed official bank or cashier's check payable Seller and may continue to be counsel to the order Seller in the event of such partyany dispute, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand including litigation relating to the Escrow Deposit and/or Additional Deposit or relating to any other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "matter.

Escrow. Escrow Agent Mortgagor, in order more fully to protect the security of this Mortgage, does hereby covenant and agree that, after the occurrence of an Event of Default that has not been waived in writing by Mortgagee, together with and in addition to the payment of taxes, assessments and insurance premiums above provided, it will, upon written request of Mortgagee pay to Mortgagee 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 and premiums for such insurance as may be required by the terms hereof. Mortgagee 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. Mortgagor agrees that sufficient funds will be so accumulated for the Deposit payment of said charges one month prior to the due date thereof and that it will furnish Mortgagee with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of this Mortgage, or if Mortgagee should take a deed in escrow and shall dispose lieu of foreclosure, the amount so accumulated will be credited on account of the Deposit only in accordance with unpaid principal or interest. If the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion total of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted monthly payments as made under this AgreementSection shall exceed the payments actually made by Mortgagee, or (B) this Agreement has been otherwise terminated or cancelledsuch excess shall be credited on subsequent monthly payments of the same nature, and Seller is thereby entitled to receive but if the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy total of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted monthly payments so made under this AgreementSection shall be insufficient to pay such taxes, or (B) assessments and insurance premiums then due, then said Mortgagor shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by this Agreement has been otherwise terminated or cancelledMortgage. To the extent that all the provisions of this Section for such payments of taxes, assessments and Buyer is thereby entitled insurance premiums to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to SellerMortgagee are complied with, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent said Mortgagor shall be relieved of all liability hereunder compliance with the covenants contained in Sections 3 and with respect 10 herein as to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving sameamounts paid only, but not thereafter, nothing contained in this Section shall be construed as in any way limiting the other party may object rights of Mortgagee at its option to delivery pay any and all of the Deposit to the party making such demand by giving a notice of objection (a "said items when due.

Escrow. (a) At Closing, Radyne, the Principal Shareholders, the Shareholders’ Representative and Alliance Bank of Arizona (the “Escrow Agent Agent”) shall enter into an escrow agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”). The escrow agent will hold $2,000,000 (the Deposit “Escrow Amount”) in escrow and shall dispose of (the Deposit only in accordance with the following provisions: a. “Escrow Agent shall deliver the Deposit Fund”) as security to Seller cover potential losses or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (other claims for which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller Radyne is thereby entitled to receive indemnification or recovery pursuant to Article 8. Subject to any claims made by Radyne, the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall Amount will be relieved of all liability hereunder and with respect released to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within AeroAstro Shareholders within ten (10) days after the second anniversary of the Closing. (b) The parties hereto hereby acknowledge and agree that the Escrow Amount is intended to be treated as an installment obligation for purposes of Section 453 of the Code and, unless required by applicable law, no party shall take any action or filing position inconsistent with such characterization. The parties hereto further agree that, subject to any future Treasury Regulations or other changes in the law, pursuant to Proposed Treasury Regulation Section 1.468B-8, for tax reporting purposes, all items of income, deduction and credit relating to the Escrow Amount or any portion thereof in any tax year shall be reported as allocated to Radyne with respect to all periods on or prior to the date that the distribution of receiving samethe Escrow Amount (or portion thereof) is determined, but and with respect to all periods thereafter to Radyne and the AeroAstro Shareholders in accordance with their respective interests in the distribution in accordance with Proposed Treasury Regulation Section 1.468B-8. The Escrow Agreement shall provide for quarterly distributions from the Escrow Fund to Radyne of amounts sufficient to pay any taxes due on any income earned on the Escrow Fund. Any income earned on the Escrow Fund, to the extent that such income exceeds the quarterly tax distributions, shall be added to and become part of the Escrow Fund. Any portion of the Escrow Amount paid to the AeroAstro Shareholders shall be included as a payment of the purchase consideration for tax purposes (to the extent not thereaftertreated as imputed interest). (c) In this Agreement, the other party may object to delivery of term “Per Share Escrow Amount” shall be the Deposit to Escrow Amount divided by the party making such demand by giving a notice of objection (a "Fully Diluted Shares.

Escrow. (a) Escrow Fund A will be held by the Escrow Agent shall hold until no later than five (5) Business Days after the Deposit in escrow and shall dispose Settlement Date, subject to the terms of the Deposit only Escrow Agreement, and will be disbursed, solely for the purposes and in accordance with the following provisions: a. terms of this Agreement and the Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may beAgreement, as follows: (i) to in the event that the Closing Cash Difference is owed by Seller, upon completion (i) to Buyer, in an amount equal to the lesser of (A) Escrow Fund A and (B) the sum of the Closing (which shall constitute a credit towards Cash Difference plus the Purchase Price); or Final Retention Incentive Plan Amount, and (ii) to Seller, after receipt the balance, if any, of Escrow Fund A not otherwise distributed to Buyer; (ii) in the event that the Closing Cash Difference is owed by Buyer, (i) to Seller’s demand in which Seller certifies either that , the amount equal to the lesser of (A) Buyer has defaulted under this Agreement, or Escrow Fund A and (B) this Agreement has been otherwise terminated or cancelledthe total of the Closing Cash Difference plus Escrow Fund A less the Final Retention Incentive Plan Amount, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10ii) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter the balance, if any, of Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day periodFund A not otherwise distributed to Seller; or (iii) in the event that the Closing Cash Difference is equal to zero, (i) to Buyer, after receipt the lesser of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Escrow Fund A and (B) the Final Retention Plan Amount, and (ii) to Seller, the balance, if any, of Escrow Fund A not otherwise distributed to Buyer. (b) The Stay Bonus/CIC Amount will be held by the Escrow Agent until no later than thirty (30) days after the eighteen (18) month anniversary of the Closing Date, subject to the terms of the Escrow Agreement, and will be disbursed, solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement, as follows: (i) if (A) any Banner Company incurs an obligation to pay a stay bonus pursuant to any Change of Control Agreement Amendment or (B) this Agreement has been otherwise terminated or cancelledSeller owes any amount to Buyer in accordance with Section 7.21, Buyer may certify in writing to Seller such amounts owed. Unless Seller objects in writing to such certification within five (5) Business Days after receipt thereof, such certification shall be deemed final, and Buyer is thereby entitled to receive and Seller shall instruct the Deposit; but Escrow Agent to disburse to Buyer, the amount so certified. If Seller so objects to such certified amount, Seller and Buyer shall not honor Buyer's demand until more than ten promptly endeavor in good faith to resolve any such objection for a period of fifteen (1015) days after and if no resolution is reached thereafter, the objection shall be resolved by an Independent Accounting Firm in accordance with the dispute resolution procedures set forth in Section 2.3. Upon such resolution, Seller and Buyer shall jointly instruct the Escrow Agent has given a copy of to disburse to Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery the portion of the DepositStay Bonus/CIC Amount to which Buyer is entitled, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of as determined through such party, resolution; (ii) an unendorsed official bank or cashier's check payable within five (5) Business Days after the eighteen (18) month anniversary of the Closing Date, Buyer shall certify in writing to Seller the aggregate amount of all stay bonuses owing by the Banner Companies pursuant to the order Change of Control Agreement Amendments which have not been paid as of such party, or (iii) a bank wire transfer date and the aggregate amount of immediately available funds all claims that have been made alleging the Banner Companies’ failure to an account designated by pay any such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "stay bonuses when

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) Within forty-five (45) days after the Effective Time (the "INITIAL PAYMENT DATE"), Parent shall prepare the Closing Balance Sheet and determine the amount of Excess Cash. Parent shall provide to SellerMTI, upon completion and any independent auditors retained by MTI, reasonable access during Parent's business hours to those books and records in the possession of Parent and any personnel which relate to the preparation of the Closing (which shall constitute a credit towards Net Distributable Amount and to the Purchase Price); orworkpapers of Parent and its independent auditors for the purposes of resolving any disputes concerning the Net Distributable Amount. (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledAny Excess Cash available, and Seller is thereby entitled any Net Proceeds realized, prior to receive the Deposit; but Escrow Release Date (together with interest thereon, the "ESCROW FUNDS") shall be deposited by Parent in a segregated, interest bearing account in the Company's name ("ESCROW ACCOUNT"). Prior to the Escrow Release Date, Parent shall use Escrow Funds to satisfy any Escrow Liabilities arising prior to the Escrow Release Date. On the Escrow Release Date, an amount equal to the Escrow Funds, less the amount of any Escrow Liabilities remaining outstanding on that date ("NET DISTRIBUTABLE AMOUNT"), which amount shall be approved by a committee of directors of Parent who were not directors or officers of Parent immediately prior to the Effective Time (the "SPECIAL COMMITTEE"), shall be distributed as a Payment to the Payment Agent for the benefit of the Parent Closing Date Shareholders. Prior to such Payment, Parent shall not honor Sellerprovide MTI (or such other persons as MTI designates to represent the interests of the Parent Closing Date Shareholders) (the "SHAREHOLDER REPRESENTATIVE") the calculation of the proposed Payment as calculated under the preceding sentence. Parent shall provide to MTI, and any independent auditors retained by MTI, reasonable access during Parent's demand until more than business hours to those books and 19 records in the possession of Parent and any personnel which relate to the preparation of the Net Distributable Amount and to the workpapers of Parent and its independent auditors for the purposes of resolving any disputes concerning the Net Distributable Amount. Absent objection within ten (10) business days after to such Payment, such Payment shall be made in the Distributable Amount and such Payment shall conclusively be deemed to have been made, and such Net Distributable Amount shall conclusively be deemed to have been calculated, in accordance with this Agreement. If the Shareholder Representative objects to the calculation of the Net Distributable Amount, the Shareholder Representative shall provide to the Parent a notice of such objection that sets forth in reasonable detail the specific errors or omissions in the calculation of the Net Distributable Amount ("OBJECTION NOTICE"); provided, however, that the amount of the Audited Closing Balance Sheet Non-Hosting GAAP Liabilities may not be a subject of such Objection Notice, as such number will already have been subject to audit in connection with the audit by PWC of the Closing Balance Sheet; provided, further that the proper calculation of any Post-Closing Non-Hosting GAAP Liabilities arising prior to the Escrow Release Date may be a proper subject of an Objection Notice. Following receipt of any Objection Notice, the Shareholder Representative and the Special Committee shall discuss in good faith the applicable objections set forth therein for a period of sixty (60) days thereafter and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If the Shareholder Representative and the Special Committee reach such an agreement, such agreement shall be confirmed in writing and thereafter the Net Distributable Amount, as adjusted based on such agreement, shall be distributed to the Payment Agent has given for the benefit of the Parent Closing Date Shareholders, which payment shall thereafter be conclusively deemed to have been distributed in accordance with this Agreement. If the Shareholder Representative and the Special Committee are unable to reach a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection mutual agreement as stated above during the sixty (defined below) from Buyer within such ten (1060) day period; or period referred to therein, then PWC (iiior if PWC declines to so serve, another "Big 5" auditing firm) to Buyer(the "ACCOUNTING EXPERT"), after receipt of Buyer's demand acting as an expert and not as an arbitrator, shall resolve those matters still in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and dispute with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election calculation of the party entitled to receive Net Distributable Amount. The Accounting Expert's resolution of the samematters in dispute, by (i) a good, unendorsed certified check of Escrow Agent payable including any adjustments to the order of Net Distributable Amount made by the Accounting Expert, shall be final and binding on Parent, the Shareholder Representative and the Parent Closing Date Shareholders and the Net Distributable Amount (as adjusted by such party, (iiAccounting Expert) an unendorsed official bank or cashier's check payable shall be distributed to the order Payment Agent for the benefit of the Parent Closing Date Shareholders. The Accounting Expert shall make a determination as soon as practicable and in any event within sixty (60) days (or such partyother time as the Shareholder Representatives and the Special Committee shall agree in writing) after its engagement. Notwithstanding anything set forth in this section, the scope of any dispute to be resolved by the Accounting Expert, acting pursuant hereto shall be limited to correcting errors in the calculation of the Net Distributable Amount, including confirming the proper computation of Excess Cash or Net Proceeds, including that all reserves for Escrow Liabilities have been properly reduced, confirming that all Audited Closing Balance Sheet Non-Hosting GAAP Liabilities have been properly reduced, confirming that all Audited Closing Balance Sheet Non-Hosting GAAP Liabilities have been paid, discharged or satisfied in full (or deducted in determining the Net Distributable Amount), and confirming that all Post-Closing Non-Hosting GAAP Liabilities arising prior the Escrow Release Date have been paid, discharged or satisfied as of that date and, except for the foregoing matters, the Accounting Expert shall not and is not to make any further determination. Parent, the Special Committee and the Shareholder Representative shall fully cooperate with each other and with the Accounting Expert to resolve 20 any dispute. Notwithstanding any other provision of this Agreement, including without limitation any provision stating that remedies shall be cumulative and not exclusive, this section provides the sole and exclusive method for resolving any and all disputes of each and every nature whatever that may arise with respect to the calculation of the Net Distributable Amount or the related Payment. As between the parties, Parent (acting for Parent, the Shareholder Representative, and Parent Closing Date Shareholders) and Company (acting for the Company, and all Company shareholders) hereby irrevocably waive, relinquish and surrender on their own behalf and on behalf of their respective affiliates and representatives all rights to, and agree that they will not attempt, and shall cause their affiliates and representatives not to attempt, to, resolve any such dispute or disputes in any manner other than as set forth in this section, including without limitation through litigation. All fees and expenses of Company and Parent relating to the matters described in this section, including the calculation of the Net Distributable Amount, shall be borne by Parent (and shall not constitute an Escrow Liability for purposes of calculating the Net Distributable Amount), and all fees and expenses of any former Company shareholder, Parent Closing Date Shareholder, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand the Shareholder Representative relating to the other partymatters described in this section shall be borne by the party incurring such fees. Within ten (10) days after Notwithstanding the date of receiving sameforegoing, but not thereafterin the event any dispute is submitted to the Accounting Expert for resolution as provided in this section hereof, the other party may object to delivery fees and expenses of the Deposit to Accounting Expert shall be borne by Parent and shall not constitute an Escrow Liability for purposes of calculating the party making such demand by giving a notice of objection (a "Net Distributable Amount.

Escrow. (a) On the date hereof, Buyer, each Seller and an escrow agent selected by Buyer and Sellers ("NET ESCROW AGENT") shall execute and deliver an escrow agreement ("NET ESCROW AGREEMENT") in the form of EXHIBIT 1.3A hereto pursuant to which Sellers shall, on the date hereof, deliver to the NET Escrow Agent the Purchased Shares. The Purchased Shares shall hold the Deposit be held in escrow and shall dispose until the Closing Date at which time they will be delivered to Buyer, pursuant to the terms of the Deposit only NET Escrow Agreement. (b) On the Closing Date, Buyer, each Seller and an escrow agent selected by Buyer and Sellers ("ESCROW AGENT") shall execute and deliver an escrow agreement ("ESCROW AGREEMENT") substantially in the form of EXHIBIT 1.3B hereto pursuant to which Buyer shall deliver to Escrow Agent the number of Transaction Shares determined in accordance with Section 1.2. The Escrow Shares shall be held in escrow until December 31, 1998 (subject to the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion terms of the Escrow Agreement). The Indemnification Shares shall be held for a period of twelve (12) months following the Closing (which shall constitute a credit towards the Purchase Price); or (ii) Date, unless disbursed earlier to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under for Claims pursuant to this Agreement. Other than for Claims of fraud, or (B) the Indemnification Shares or, in the event such shares are sold, the value thereof as determined in accordance with this Agreement has been otherwise terminated or cancelledSection 1.3(b), and Seller is thereby shall be Buyer's sole remedy for the payment of any Losses for which Buyer may be entitled to receive indemnification as and to the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy extent provided in Article VI hereof. The value of Seller Seller’s demand any Indemnification Shares paid to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) pursuant to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery terms of the Deposit, Escrow Agent Agreement shall be relieved determined by averaging the closing sales price of all liability hereunder the Parent Stock (or, in case no reported sales take place on such day, the average of the closing bid and with respect ask prices on such day) on the Nasdaq SmallCap Market for the five (5) consecutive trading days prior to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyClosing Date. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth: A. The Escrow Agent shall deposit the Escrow Deposit in treasury bills, treasury backed repurchase agreements or as otherwise directed in writing by Sellers and Buyer. B. The Escrow Agent shall not commingle the Deposit with any other funds of the Escrow Agent or others and shall promptly advise Buyer and Sellers of the number of any bank account in which the Escrow Deposit has been deposited. C. If the Closing takes place under this Agreement (the "Closing"), then, on the Closing Date, the Escrow Agent shall deliver the Deposit to, or upon the instructions of, Sellers. In such event, any interest earned on the Escrow Deposit shall be credited against the Balance of the Purchase Price due from Buyer hereunder. D. If this Agreement is terminated in accordance with the terms hereof, then the Escrow Agent shall pay the Deposit to, or upon the instructions of, the party entitled thereto in accordance with the provisions of this Agreement. E. If the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, then the Escrow Agent shall pay the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. F. It is agreed that the duties of the Escrow Agent are only as herein specifically provided, and, subject to the provisions of subparagraph G below, are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. Sellers and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. Each of the Sellers and Buyer jointly and severally agrees to indemnify and hold the Escrow Agent harmless from any and all costs, expenses, claims or actions which may be incurred or asserted by or against the Escrow Agent, including without limitation claims or actions by any of them (except to the extent resulting from the Escrow Agent's willful misconduct or gross negligence). G. The Escrow Agent is acting as a stakeholder only with respect to the Deposit. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Escrow Deposit or interest earned thereon or as to the party whom said Escrow Deposit and interest earned thereon is to be delivered, the Escrow Agent shall not make any delivery, but in such event the Escrow Agent shall hold same until receipt by the Escrow Agent of an authorization in writing, signed by all the parties having interest in such dispute, directing the disposition of same, or in the absence of such auth- orization the Escrow Agent shall hold the Deposit in escrow and shall dispose until the final determination of the Deposit only rights of the parties in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller an appropriate proceeding. If such written authorization is not given, or Buyer, as the case may be, as follows: proceedings for such determination are not begun within thirty (i30) to Seller, upon completion days of the Closing (which shall constitute a credit towards Date and diligently continued, the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall may, but is not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand required to, bring an appropriate action or proceeding for leave to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within deposit the Deposit in court pending such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, determination. The Escrow Agent shall be relieved reimbursed for all costs and expenses of all liability hereunder such action or proceeding including, without limitation, reasonable attorneys' fees and with respect disbursements, by the party determined not to be entitled to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to making delivery of the Deposit in the manner herein provided, the Escrow Agent shall have no further liability hereunder. H. The Escrow Agent has executed this Agreement in order to confirm that the Escrow Agent will hold the Deposit in escrow, pursuant to the party making such demand by giving a notice of objection (a "provisions hereof.

Escrow. (a) Concurrently with the execution and delivery of this Agreement, Parent and the Company have entered into an escrow agreement, in the form attached hereto as Exhibit F (the “Escrow Agreement”), with Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), pursuant to which, among other things, Parent shall (i) concurrently with the execution and delivery of this Agreement, deposit an amount in cash equal to $10,000,000 into a segregated escrow account established by the Escrow Agent (the “Escrow Account”) and (ii) subsequent to the execution and delivery of this Agreement, deposit amounts in cash into the Escrow Account such that, on or before 5:00 p.m. Central Time on January 23, 2024, the aggregate funds contained in the Escrow Account as of such time is equal to $20,000,000 (the “Full Escrow Funding”), in each case, for the purpose of funding Parent’s obligations under this Agreement, including Section 8.3(b)(iv). (b) Distributions of funds contained in the Escrow Account (the “Escrow Funds”) shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, occur as follows: (i) if the Effective Time occurs and the transactions contemplated hereby are consummated in accordance with the terms hereof, Parent and the Company shall deliver join written instructions to Seller, upon completion the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the sameFunds, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account the account(s) designated in such instructions, to the Paying Agent for the inclusion of such Escrow Funds in the Payment Fund (and, for the avoidance of doubt, the Escrow Funds will be deemed to be a part of the Payment Fund upon receipt by the Paying Agent); (ii) if this Agreement is terminated in accordance with the terms hereof the Company is entitled to receive the Closing Failure Fee in accordance with Section 8.3(b)(iv), then the Company and Parent shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Escrow Funds, by wire transfer of immediately available funds to the account(s) designated in such partyinstructions, to the Company in satisfaction of Parent’s obligations under Section 8.3(b)(iv); and (iii) if this Agreement is terminated in accordance with the terms hereof and the Company is not entitled to receive the Closing Failure Fee in accordance with Section 8.3(b)(iv), then the Company and Parent shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute from the Escrow Account all of the Escrow Funds, by wire transfer of immediately available funds to the account(s) designated in such instructions, to Parent (or its designee). c. Upon receipt of a written demand from Seller or Buyer under Section 16, (c) The Escrow Funds shall be held by the Escrow Agent shall send a copy of such demand to in accordance with the other partyEscrow Agreement. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery Distributions of the Deposit to Escrow Funds shall be made as provided in this Section 8.4 and the party making such demand by giving a notice of objection (a "Escrow Agreement.

Escrow. Licensee has deposited with Citibank N.A., New York, New York (the "Escrow Agent Agent") into an escrow account (the "Escrow Account"), the Minimum fee for the 12-month period commencing on August 16, 2000 and ending August 15, 2001. The Agreement among the parties and Citibank N.A. by which the Escrow Account was set up is referred to as the "Escrow Agreement." Commencing on August 16, 2000 and the 16th day of November, February and May thereafter during the Term, (a) the portion of Minimum fee for the forthcoming three-month period shall hold the Deposit in escrow and shall dispose be paid to Licensor, without any requirement for notice to Licensee, out of the Deposit only Escrow Account in accordance with the following provisions: a. terms of Section 5.2 of this Agreement and the Escrow Agent Agreement, and (b) the Licensee shall deliver deposit into the Deposit Escrow Account an amount equal to Seller or Buyerthe portion of Minimum fee for the quarter commencing one year after the date such deposit into the Escrow Account is to be made, such that the Escrow Account shall always contain the Minimum fee due to Licensor for the ensuing 12-month period. The parties shall cause the escrow agent to invest the funds held in escrow as mutually agreed. All interest earned on the case may beamount in escrow, as follows: after payment of the fees of the escrow agent, shall be paid to Licensee. Licensee shall continue to deposit sums into the Escrow Account in accordance with Section 5.2 and the Escrow Agreement, unless (i) Licensor is subject to SellerBankruptcy, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand Licensee has been issued an arbitral award stating that Licensor is in which Seller certifies either that (A) Buyer has defaulted under this AgreementDefault as provided in Section 7.2, or (Biii) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodas herein provided. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold (a) For purposes of securing the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted Sellers’ indemnification obligations under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive on the Deposit; but Closing Date the Buyer will deposit the Escrow Amount with the Escrow Agent shall not honor Seller's demand until more than ten to be held in accordance with this Section 9.10 and the Escrow Agreement. Upon the Buyer’s determination that any Buyer Indemnified Party has suffered any indemnifiable Loss, the Buyer will promptly deliver a notice of such claim to the Seller Representative and the Escrow Agent. Unless within thirty (1030) days after receipt of the such notice, the Buyer and the Escrow Agent has given receive a copy written objection from the Seller Representative disputing the claim, then, subject to the limitations set forth in this Article 9, the Buyer will be entitled to recover from escrow the amount set forth in the notice of the claim, and the Seller Seller’s demand Representative and the Buyer will issue a joint written instruction letter to Buyer, nor thereafter if the Escrow Agent received a Notice of Objection (defined below) to distribute such amount to the applicable Buyer Indemnified Person. In the event the Seller Representative timely objects in writing to the claim, the Escrow Agent will make no disbursements from escrow relating to such claim unless and until the Buyer within such ten (10) day period; orand the Seller Representative have resolved the claim by mutual agreement, arbitration or litigation. The Buyer and the Seller Representative agree to act in good faith to resolve any disputed claim. (iiib) No later than five (5) Business Days after the twelve-month anniversary of the Closing Date (the “Release Date”), the Buyer and the Seller Representative will deliver a joint written instruction letter to Buyerthe Escrow Agent instructing the Escrow Agent to pay and distribute to the Sellers any remaining portion of the Escrow Amount unless any outstanding claim for indemnification under Section 9.2 is still pending and unresolved, in which case an amount representing a reasonable quantification of the amount of indemnifiable Losses relating to any pending and unresolved claim for indemnification under Section 9.2 will be retained by the Escrow Agent (the “Retained Amount”), and the balance paid to the Sellers. Any Retained Amount will remain in the Escrow Account until released in satisfaction of an outstanding claim or paid to the Sellers pursuant to Section 9.10(c) below. (c) If, following the Release Date, after receipt final resolution and payment of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreementeach outstanding claim for indemnification, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Retained Amount with respect to the Deposit. Escrow Agent shall deliver the Depositsuch claim remains in escrow, at the election of the party entitled to receive the same, by no later than five (i5) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days Business Days after the date of receiving same, but not thereaftersuch final resolution and payment, the other party may object to delivery of the Deposit Escrow Agent will pay and distribute to the party making Sellers all of such demand remaining funds. (d) Any amounts due and payable to the Buyer Indemnified Parties from the Sellers in respect of an indemnification claim made by giving a notice of objection (a "the Buyer Indemnified Parties pursuant to this Article 9 can, in the event the amount then in remaining in escrow with the Escrow Agent is insufficient to satisfy such indemnification claim, be set off from any Earn-Out Payment due and payable to the Sellers from the Buyer.

Escrow. (a) Notwithstanding the provisions of Section 2.02, Purchaser shall deliver to the Escrow Agent a portion of the Closing Cash Payment otherwise deliverable to Sellers pursuant to Section 1.02(a) equal to the sum of Thirty Five Million Dollars ($35,000,000) (the “Escrow Amount”). Of the Escrow Amount, (i) Ten Million Dollars ($10,000,000) shall hold secure Sellers’ obligation for the Deposit Working Capital adjustment described in Section 2.04 (the “Working Capital Escrow Amount”), and (ii) Twenty Five Million Dollars ($25,000,000) shall secure the indemnification and other obligations of the Seller Parties set forth in this Agreement and the other Transaction Agreements (the “General Escrow Amount”). In addition, at the Closing, Purchaser shall deliver to the Escrow Agent, on behalf of Sellers, the Notes in the original issue amount, to be held in escrow and as provided below. (b) The Escrow Amount shall dispose of be held in escrow (the Deposit only “Escrow”) in accordance with the following provisions:terms of an escrow agreement, substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). Any amount remaining of the Working Capital Escrow Amount after settlement of the Working Capital adjustment pursuant to Section 2.04 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) upon such settlement as provided therein; and any amount remaining of the General Escrow Amount after settlement of the Seller Parties’ indemnification obligations pursuant to Article 10 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) on the date that is twenty four (24) months after the Closing Date or on such later date as is necessary to resolve any disputes with respect to such amounts, except that any amounts retained after the date that is twenty four (24) months after the Closing Date shall only consist of those amounts which are necessary to satisfy the then pending claims for indemnification payable by the Seller Parties (assuming for these purposes only the validity of each such claim), with the remaining amounts released as aforesaid. a. (c) The Notes delivered to the Escrow Agent as provided in Section 2.03(a) shall deliver be held in the Deposit Escrow and shall be available for set-off pursuant to Section 10.08(b). Sellers shall have the right to convert their Notes into Common Stock pursuant to the terms of the Notes, in which case all such Common Stock shall be delivered to and held in the Escrow, and further shall have the right to sell any of such Common Stock held in the Escrow, provided, that upon any such sale 50% of the proceeds of such sale shall be delivered to and held in Escrow in lieu of such Common Stock to the extent so converted and 50% of such proceeds shall be released to the applicable Seller; provided, that in no event will the proceeds of any such sale held in Escrow pursuant to the foregoing provision exceed $75 million in the aggregate. Any remaining amount of the Notes, Common Stock or cash after settlement of the Seller Parties’ indemnification obligations pursuant to Article 10 shall be released to the Sellers’ Representative (as nominee for the account of Trust 1 and for the account of Trust 2) on the date that is twenty four (24) months after the Closing Date or Buyeron such later date as is necessary to resolve any disputes with respect to such amounts, except that any amounts retained after the date that is twenty four (24) months after the Closing Date shall only consist of those amounts which are necessary (taking into consideration any cash amounts retained pursuant to paragraph (b) above) to satisfy the then pending claims for indemnification payable by the Seller Parties (assuming for these purposes only the validity of each such claim), with the remaining amounts released as aforesaid. For purposes of determining the case may benumber of shares of Common Stock required to satisfy a claim for indemnification, as follows: the value of the Common Stock into which all or any portion of the Notes are converted shall be deemed to be the higher of (i) to Seller, upon completion of the Closing (price at which shall constitute a credit towards the Purchase Price); or Notes were converted into such Common Stock and (ii) the market price for such Common Stock prevailing at the time the securities are released to SellerPurchaser in satisfaction of a claim; provided, after receipt that for purposes of Seller’s demand the $175 million limit provided in which Seller certifies either that (ASection 10.07(a) Buyer has defaulted under of this Agreement, or such value as so determined pursuant to the foregoing provisions will be credited against such $175 million if and to the extent that shares of Common Stock are so used to satisfy a claim for indemnification. (Bd) With due regard to the limitations on liability contained in Article 10, nothing in this Agreement has been otherwise terminated shall be construed as limiting any Seller Party’s liability for the Working Capital adjustment to the Working Capital Escrow Amount or cancelled, and Seller is thereby entitled for Purchaser Losses to receive the Deposit; but General Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to BuyerAmount and/or the Notes, nor thereafter if shall payments from the Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted Amount be considered as liquidated damages for any breach under this Agreement or any other Transaction Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Buyer and Seller authorize____________________________________________________________________________________ Telephone: Facsimile: Address:____________________________________________________________________________________________________________ to act as “Escrow Agent shall hold the Deposit in escrow Agent” to receive funds and shall dispose of the Deposit only other items and, and subject to clearance, disburse them in accordance with the following provisions: a. terms of this Contract. Escrow Agent shall deliver the Deposit will deposit all funds received in a q non-interest bearing escrow account q an interest bearing escrow account with interest accruing to Seller or Buyer, as the case may be, as follows: with interest dispersed (icheck one) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if q at closing q at intervals. If Escrow Agent receives conflicting demands or has a Notice of Objection good faith doubt as to Escrow Agent’s duties or liabilities under this Contract, he/she may (defined belowa) from Seller within such ten (10) day period. b. Upon delivery hold the subject matter of the Depositescrow until the parties mutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties’ rights regarding the escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon notifying the parties of such action, Escrow Agent shall will be relieved of released from all liability except for the duty to account for items previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter 475, Florida Statues. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder and with respect to or interpleads the Depositsubject matter of the escrow. Escrow Agent shall deliver will recover reasonable attorney’s fees and costs at all levels, with such fees and costs to be paid from the Deposit, at the election escrowed funds or equivalent and charged and awarded as court or other costs in favor of the party entitled to receive the same, by (i) a good, unendorsed certified check of prevailing party. The parties agree that Escrow Agent payable will not be liable to any person for misdelivery to Buyer or Seller of escrowed items, unless the order misdelivery is due to Escrow Agent’s willful breach of such party, (ii) an unendorsed official bank this Contract or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partygross negligence. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Downpayment shall be held by Escrow Agent, in trust, on the terms hereinafter set forth: 3.1. Escrow Agent shall hold deposit the Deposit in escrow an interest bearing day of deposit-day of withdrawal bank account, with a Federally insured financial institution. 3.2. Escrow Agent shall not commingle the Downpayment with any other funds of Escrow Agent or others and shall dispose promptly advise Purchaser and Seller of the number of any bank account in which the Deposit only has been deposited. 3.3. If the Closing takes place under this Agreement, then Escrow Agent shall disburse the Downpayment on the Closing Date to Seller and Purchaser shall receive a credit against the Purchase Price in an amount equal to the Downpayment. 3.4. 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 Purchaser or Seller to comply with its obligations hereunder, then Escrow Agent shall pay the Downpayment as required by the terms of 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 provisions: a. procedure is complied with: The party requesting disbursement of the Downpayment (the “Requesting Party”) shall deliver notice to Escrow Agent and all other parties hereto requesting such disbursement. Within five (5) days after receipt of such notice of request, Escrow Agent shall deliver notice to all other parties hereto stating that the Deposit to Seller or Buyer, as the case may be, as follows: Requesting Party has requested such disbursement (i) to Seller, upon completion and including a copy of the Closing (which shall constitute a credit towards the Purchase PriceRequesting Party’s notice); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than . Within ten (10) days after receipt of Escrow Agent’s notice, the non-requesting party shall either: (a) agree to permit such disbursement by Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if or (b) inform Escrow Agent received a Notice of Objection that the non-requesting party does not agree to permit such disbursement. If the non-requesting party acts under clause (defined a), then Escrow Agent shall make the disbursement as requested by the Requesting Party. If the non-requesting party acts under clause (b), then Escrow Agent shall not make any disbursement except as provided in Section 3.6 below) from Buyer within such . If the non-requesting party fails to respond during the foregoing ten (10) day period; or , same shall be deemed to be the response of the non-requesting party under clause (iiia) to Buyer, after receipt on the last day of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery 3.5. It is agreed that the duties of Escrow Agent are only as herein specifically provided, and, subject to the Depositprovisions of Section 3.6 hereof, are purely ministerial in nature, and that Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as Escrow Agent has acted in good faith. Seller and Purchaser each release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder. 3.6. Escrow Agent is acting as a stakeholder only with respect to the Downpayment. If there is any dispute as to whether Escrow Agent is obligated to deliver the Downpayment as to whom the Downpayment is to be delivered, Escrow Agent shall be relieved not make any delivery, but in such event Escrow Agent shall hold same until receipt by Escrow Agent of an authorization in writing, signed by all liability hereunder the parties having an interest in such dispute, directing the disposition of same, 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 are not begun within thirty (30) days after the Closing Date and with respect diligently continued, Escrow Agent may bring an appropriate action or proceeding for leave to deposit the DepositDownpayment in court pending such determination. Escrow Agent shall deliver be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the Deposit, at party determined not to be entitled to the election Downpayment. Upon making delivery of the party entitled to receive Downpayment in the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16manner herein provided, Escrow Agent shall send a copy of such demand have no further liability hereunder. 3.7. Escrow Agent has executed this Agreement in order to confirm that Escrow Agent has received the Deposit, and that Escrow Agent will hold the Downpayment in escrow, pursuant to the other partyprovisions hereof. 3.8. Within ten (10) days after the date Purchaser shall pay any and all costs and expenses incurred by Escrow Agent as a result of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "this transaction.

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall hold be held and disbursed by the Deposit in escrow and shall dispose of the Deposit only Escrow Agent in accordance with the following provisions: a. an Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of Agreement. If the Closing (which occurs, Parent and Buyer agree that their right to indemnification pursuant to this Article XI shall constitute a credit towards Parent’s and Buyer’s sole and exclusive remedy and recourse against the Purchase Price); or (ii) Company and the Sole Member for Losses attributable to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Indemnifiable Matters. Except with respect to the Excluded Obligations or as otherwise provided in Section 6.11, the maximum liability of the Company and the Sole Member collectively shall be limited to the Escrow Deposit and the maximum liability of the Company and the Sole Member collectively for the Excluded Obligations shall be limited to the Purchase Price (less any amount previously recovered under this Article XII from the Escrow Deposit). To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, disposed of or otherwise transferred by the Sole Member or any affiliate in an arms-length transaction, then with respect to and in lieu of the shares of Parent Common Stock so sold, Parent shall be entitled to 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. Escrow Agent Notwithstanding anything to the contrary contained herein, neither the Company nor the Sole Member shall deliver have any liability for indemnification pursuant to this Article XI for Indemnifiable Matters arising from breaches of any representations and warranties until the Depositaggregate Losses are in excess of $25,000, at which point the election Company and the Sole Member shall be liable for the full amount of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of all Losses including such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyamount. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. 9.1 On the Completion Date, the Purchaser shall transfer that number of New OpenTV Shares (valued at (Pounds)10.43 per share) which is equal to 15% of the Consideration payable on Completion on account of the Vendors in an amount equal to their proportionate Consideration to be registered in the name of, and be deposited with an escrow agent (the "Escrow Agent"), whose receipt shall be an absolute discharge therefor, such deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by this Agreement and the Escrow Agreement. 9.2 Such Escrow Shares together with any cash paid pursuant to clause 9.1 shall constitute the "Escrow Fund". In the event that the Purchaser is entitled to recover any amount under this agreement for an Agreed Claim, pursuant to clause 10.7 or pursuant to clause 19.2, the Escrow Fund shall be used to satisfy the liabilities of the Vendors. 9.3 The Escrow Fund shall continue to be held by the Escrow Agent until its termination which shall happen upon the latest to occur of the following: 9.3.1 one year after the Completion Date; 9.3.2 the date of the exhaustion of the Escrow Fund as a consequence of transfers to the Purchaser as a result of Agreed Claims; and 9.3.3 where the Purchaser has made a Notified Claim during the period one year after the Completion Date, the date when there is a final determination of whether such claim becomes an Agreed Claim and such claims (to the extent that they, in fact, become Agreed Claims) have been fully satisfied out of the Escrow Fund. 9.4 The Purchaser shall not unreasonably withhold its consent to the release of some of the Escrow Shares and cash in Pounds Sterling, if any, after the expiry of the date one year after the Completion Date if, in the Purchaser's reasonable opinion, the remaining Escrow Shares or cash held after such release are reasonably adequate to cover potential liabilities in relation to claims formerly notified. Any such Escrow Shares or cash released shall be dealt with pursuant to clause 9.5 as if they had been released upon a termination of the Escrow Fund. 9.5 Upon the Escrow Fund terminating, the Escrow Agent shall hold deliver to the Deposit Vendors all Escrow Shares and other property remaining in escrow the Escrow Fund. Deliveries of Escrow Shares to Vendors pursuant to this clause 9.5 and the Escrow Agreement shall dispose be made in proportion to their respective original contributions to the Escrow Fund. 9.6 All Notified Claims shall be resolved by mutual agreement amongst the parties within 90 days of the Deposit only notification, if possible, failing which by arbitration in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion rules of the Closing (which shall constitute a credit towards London Court of International Arbitration, with the Purchase Price); or (ii) to Sellerseat of arbitration in London, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodEngland. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall hold be held and disbursed by the Deposit in escrow and shall dispose of the Deposit only Escrow Agent in accordance with the following provisions: a. an Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of Agreement. If the Closing (which occurs, Parent and Buyer agree that the right to indemnification pursuant to this Article XI shall constitute a credit towards Parent’s and Buyer’s sole and exclusive remedy and recourse against the Purchase Price); or (ii) Company and Stockholders for Losses attributable to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and any Indemnifiable Matters. Except with respect to the Deposit. Escrow Agent shall deliver Excluded Obligations, Section 2.11 Indemnifiable Matters or as otherwise provided in Section 6.11, the Deposit, at the election maximum aggregate liability of the party entitled to receive Company and the same, by (i) a good, unendorsed certified check of Escrow Agent payable Stockholders collectively shall be limited to the order Escrow Deposit and of any Stockholder individually shall be limited to such partyStockholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum aggregate liability of the Company and the Stockholders collectively for the Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be limited to the Purchase Price and of any Stockholder individually for the Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be limited to such Stockholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled. The maximum aggregate liability of the Stockholders for the Section 2.11 Indemnifiable Matters shall be limited as follows: (a) for Section 2.11 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the one (1) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $6,500,000, (iib) an unendorsed official bank for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the one (1) year anniversary of the Closing Date and continuing until the two (2) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $4,550,000, (c) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the two (2) year anniversary of the Closing Date and continuing until the three (3) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $2,600,000, and (iv) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the three (3) year anniversary of the Closing Date and continuing until the four (4) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $1,300,000. For the purposes of this Agreement, “Pro Rata Portion” of a Stockholder as to any Losses or cashier's check payable as to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent Deposit shall send a copy of such demand be equal to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery percentage of the Purchase Price to which such Stockholder is entitled as set forth on Schedule 1.5. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow as set forth in the Escrow Agreement. Notwithstanding anything to the party making such demand by giving a notice contrary above, all Losses with respect to any Section 2.11 Indemnifiable Matters shall be included for purposes of objection (a "determining whether the maximum liability limits set forth above have been reached.

Escrow. (a) As long as there are Indemnity Escrow Amounts validly held in the Indemnity Escrow Account, any and all Losses payable by any Seller Indemnifying Party pursuant to this ‎Article 10 may be paid out of the Indemnity Escrow Account. Upon the determination that any such payment is due to a Buyer Indemnified Party and the delivery of written notice from the Buyer of its election to recover such amount from the Indemnity Escrow Account, the Buyer and the Seller shall execute and deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release such amount from the Indemnity Escrow Account to the Buyer. (b) Promptly following the date that is twelve (12) months after the Closing Date (the “Release Date”), the Buyer and the Seller shall hold execute and deliver a joint written instruction to the Deposit in escrow and shall dispose Escrow Agent directing the Escrow Agent to release any remaining portion of the Deposit only Indemnity Escrow Amount to the Seller, less any amounts that are subject to pending claims made by any Buyer Indemnified Party under this ‎Article 10 prior to 11:59 p.m. on the Release Date. If any claim made by any Buyer Indemnified Party under this ‎Article 10 is still pending as of the Release Date, the Escrow Agent, pursuant to the terms of the Escrow Agreement, will retain a portion of the Escrow Amount in accordance with an amount equal to the following provisions: a. Losses identified in any unresolved notice delivered pursuant to the Escrow Agreement until such claim has been satisfied or otherwise resolved, at which point Buyer and the Seller shall execute and deliver a joint written instruction to the Escrow Agent shall deliver directing the Deposit Escrow Agent to release to the Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion any remaining balance of the Closing (which shall constitute a credit towards Escrow Amount not used to satisfy the Purchase Price); or (ii) to Seller, after receipt indemnification rights of Seller’s demand in which Seller certifies either that (A) the Buyer has defaulted Indemnified Party under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (‎Article 10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At the Closing, Buyer will deposit the Escrow Amount, without any act of Seller, with the Escrow Agent, such deposit to constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein. The Escrow Cash may be invested as jointly directed in writing by Buyer and Seller from time to time. In the absence of joint written instructions, the Escrow Cash shall be invested by the Escrow Agent shall hold the Deposit in escrow a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit L hereto. Any interest, earnings and shall dispose income (including dividends and other distributions in respect of the Deposit only Escrow Shares) that accrue on the Escrow Amount during the period of time during which the Escrow Amount is held in the Escrow Fund shall be deemed to be part of the Escrow Fund; provided, however, that Buyer shall be required to report and pay the Taxes due on such interest, earnings and income, unless, and until, the Escrow Fund (or any portion thereof) is paid or released to Seller in accordance with the terms of this Agreement. The Escrow Shares shall be appropriately adjusted for stock splits, recapitalizations, combinations and the like consummated by Buyer. (b) Subject to the following provisions: a. requirements, the Escrow Fund shall remain in existence through and until that date that is 365 days following the Closing Date (the “Escrow Period”). Upon the expiration of the Escrow Period, and within ten (10) business days thereafter, any and all Escrow Cash and/or Escrow Shares remaining in the Escrow Fund shall be released from the Escrow Fund to Seller after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article IX and (ii) the retention of an amount of Escrow Cash and Escrow Shares equal, in the aggregate, to such portion of the remaining Escrow Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article IX, is necessary to satisfy any unsatisfied claims specified in any Damages Certificate (as defined in Section 9.4(c)) delivered to the Indemnifying Parties prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as such claims have been resolved (such resolution to be evidenced by the written agreement of Buyer and the Indemnifying Parties or the written decision of the arbitrators as described below), and within two (2) business days thereafter, the Escrow Agent shall deliver the Deposit to Seller the remaining portion of the Escrow Fund not required to satisfy any remaining claims. (c) In the event that any Indemnified Party has incurred or Buyersustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall deliver to the Indemnifying Parties a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included, and a good faith estimate of the amount of such Damages, or the basis for such anticipated liability. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within such twenty (20) day period to a Damages Certificate, then the Escrow Agent shall remit to the Indemnified Party an amount of Escrow Cash and a number of Escrow Shares that in the aggregate are equal to the amount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount (it being agreed that (i) such remittance shall first be paid out of available Escrow Cash before Escrow Shares are used and (ii) the Escrow Shares shall be valued at a per share amount equal to the closing price of Parent Common Stock as reported on the New York Stock Exchange on (A) if no Objection Certificate shall be delivered, the last day of the twenty (20) day period referred to in this Section 9.4(d), (B) if an Objection Notice is delivered and the parties resolve such objection pursuant to Section 9.4(e) within the fifteen (15) day period referred to in Section 9.4(e), the last day of such fifteen (15) day period or (C) if an Objection Notice is delivered and the parties submit such objection to arbitration pursuant to Section 9.4(e), the date of the arbitrator’s written decision referred to in Section 9.4(e)) (as appropriately adjusted for Parent stock splits, recapitalizations, combinations and the like). In the event that the Indemnifying Parties so object within such twenty (20) day period, such objection must be in the form of a certificate signed by the Indemnifying Party or its authorized member or manager and delivered to the Indemnified Party (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a letter setting forth such agreement shall be prepared and signed by both parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such letter. If no such agreement can be reached after good faith negotiation during such 15-day period, either the Indemnifying Parties or the Indemnified Parties may make a written demand for arbitration of the matter no later than 30 days after the expiration of such 15-day period unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 20 days after submission of any dispute to arbitration the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as follows:to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (if) to SellerJudgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Austin, upon completion Texas, under the rules then in effect of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt American Arbitration Association. The payment of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, all fees and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery expenses of the Depositparties to any such arbitration, Escrow Agent as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be relieved of all liability hereunder and payable in accordance with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partySection 11.10. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The parties agree and acknowledge that availability of the product proprietary technology of the Seller is critical to the Buyer in the conduct of its business and therefore the Buyer needs access to the proprietary technology under certain circumstances. Buyer and Seller desire to establish an escrow account with a third party to provide for the retention, administration and controlled access of the proprietary product technology of the Seller. Buyer has previously entered into a Three-Party Master Beneficiary Escrow Service Agreement No. 34000 with Iron Mountain (the “Escrow Agent”) dated March 12, 2008 attached hereto as Attachment 2 (the “Escrow Agreement”). Seller hereby agrees to be bound by all of the provisions of the Escrow Agreement. Seller shall complete and execute the Depositor Enrollment Form attached hereto as Attachment 3 (the “Enrollment Form”) within one hundred twenty (120) days of execution of this Agreement. The product proprietary technology placed in escrow pursuant to the Escrow Agreement shall include the materials identified in Attachment 4 which will be attached to the Enrollment Form and provided to the Escrow Agent within one hundred twenty (120) days of execution of this Agreement. Buyer shall hold pay all fees associated with the Deposit Escrow Agreement, including but not limited to being the “Paying Party” for all services identified in escrow and shall dispose Exhibit A of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Agreement that are requested by Buyer.” 6. Except as expressly amended above, as the case may be, as follows: (i) to Seller, upon completion all other terms and conditions of the Closing (which shall constitute a credit towards Agreement as amended will continue in full force and effect without change or modification. IN WITNESS OF THIS AGREEMENT, the Purchase Price); or (ii) to Sellerparties have signed below by their authorized officers, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery effective as of the Depositlater date below: By: /s/ XXXX CHATEAU By: /s/ XXXXXX X. XXXXX Xxxx Chateau Xxxxxx X. Xxxxx Title: V.P, Supply Line Title: President & CEO Date: 2-1-11 Date: 1/26/11 NVE and Pacesetter Confidential Attachment 2 – Iron Mountain Three-Party Master Beneficiary Escrow Agent shall be relieved of all liability hereunder Services Agreement Attachment 3 – Depositor Enrollment Form NVE and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Pacesetter Confidential THREE-PARTY MASTER BENEFICIARY ESCROW SERVICE AGREEMENT

Escrow. A. The Broadband Shares, endorsed in blank or accompanied by a stock power endorsed in blank, shall be delivered to the Escrow Agent simultaneously with the execution of this Escrow Agreement. Notwithstanding the foregoing, the Investor Releases shall be deemed valid and enforceable as against each Investor when executed and delivered by such Investor and such releases shall be held in trust by Lev for Ng and the Company and delivered promptly upon receipt thereof from the applicable Investor Releasor. B. Escrow Agent agrees to hold all of the Deposit Escrowed Property in escrow subject to the terms and shall dispose of the Deposit only conditions contained in accordance with the following provisions:this Escrow Agreement. a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but C. Escrow Agent shall not honor Seller's demand be deemed to have knowledge of any matter or thing unless and until more than ten (10) days after Escrow Agent has given a copy actually received written notice of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, matter or (B) this Agreement has been otherwise terminated or cancelled, thing and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after be charged with any constructive notice whatsoever. D. In the event joint instructions from Principals require Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Depositexpend any monies or to incur any cost, Escrow Agent shall be relieved of all liability hereunder entitled to refrain from taking any action until it receives payment for such costs. E. Principals acknowledge and with respect to the Deposit. agree that Escrow Agent shall deliver the Depositis counsel to Lev and that, at the election as a result of the party entitled to receive the same, by (i) a good, unendorsed certified check of acting as Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16hereunder, Escrow Agent shall send a copy not be disqualified from representing Lev in connection with any matter, including any dispute arising hereunder. F. All Broadband Shares constituting the Escrowed Property shall be deemed owned and under the dispositive and voting control of such demand Escrow Agent until released (and, once released, deemed owned by the person to the other party. Within ten (10whom released) days after the date from escrow, for purposes of receiving same, but not thereafter, the other party may object to delivery Section 13 and Section 16 of the Deposit to the party making such demand by giving a notice Securities Exchange Act of objection (a "1934, as amended.

Escrow. The Buyers and the Company shall cause the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer(by executing joint written instructions, as applicable, pursuant to the case may beEscrow Agreement) to disburse the Escrow Amount, plus any and all interest earned thereon (such interest, the “Escrow Interest”) from the Escrow Account as follows: (iA) At any time and from time to Sellertime prior to April 15, upon completion 2008 (the “Determination Date”), each Buyer shall have the option, but not the obligation, to release all (but not less than all) of such Buyer’s applicable Escrow Amount, plus any and all Escrow Interest thereon to the Company. Upon any such release, such Buyer’s Henglong Default Redemption Rights (as defined in each of the Closing (which shall constitute a credit towards Henglong Note and the Purchase Price); or (iiEscrow Note) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Henglong Note and the Escrow Agent Note shall deliver expire pursuant to the Deposit, at the election terms of the party entitled to receive Henglong Note and the sameEscrow Note, by as applicable. (iB) a good, unendorsed certified check of In the event the Escrow Agent payable Amount has not previously been released and the Henglong Transaction (as defined below) is consummated upon terms and conditions satisfactory to the order of such party, (ii) an unendorsed official bank Lead Buyer on or cashier's check payable prior to the order Determination Date, the Escrow Amount (plus any and all Escrow Interest thereon) shall be released to the Company. Upon any such release, each Buyer’s Henglong Default Redemption Rights with respect to the Henglong Note and the Escrow Note shall expire pursuant to the terms of such partythe Henglong Note and the Escrow Note, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyas applicable. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand (C) In the event the Henglong Transaction is not consummated upon terms and conditions satisfactory to the other party. Within ten (10) days after Lead Buyer on or prior to the date of receiving sameDetermination Date, each Buyer shall have the option, but not thereafterthe obligation, to either (1) release all of such Buyer’s Escrow Amount (plus any and all Escrow Interest thereon) to the Company or (2) exercise such Buyer’s Henglong Default Redemption Rights with respect to the Escrow Note held by such Buyer in accordance with Section 8 of the Escrow Note; provided, however, that such option shall be exercised by such Buyer on or prior to April 30, 2008. In the event such option is not exercised by a Buyer on or prior to April 30, 2008, such Buyer shall be deemed to have elected the option set forth in clause (1) above and such Buyer’s applicable Escrow Amount (plus any and all Escrow Interest thereon) shall be released to the Company. If a Buyer elects (or is deemed to elect) the option set forth in clause (1) above, such Buyer’s Henglong Default Redemption Rights with respect to the Henglong Note and the Escrow Note shall expire pursuant to the terms of the Henglong Note and the Escrow Note, as applicable. (D) In the event the Company redeems the Escrow Note held by a Buyer pursuant to Section 1(c)(iii)(c)(2) above, the other party may object Escrow Interest shall be deemed to delivery be credited against the accrued interest due and payable by the Company under the Escrow Note (the “Escrow Note Interest”) and the Company shall pay to such Buyer the excess amount, if any, of the Deposit Escrow Note Interest over the Escrow Interest. For avoidance of doubt, if the Escrow Interest is greater than the Escrow Note Interest, the Buyer shall be entitled to retain the party making such demand by giving a notice entire amount of objection (a "the Escrow Interest.

Escrow. At the Closing, $1,000,000 of the Cash Purchase Price (the “Cash Escrow Amount”) will be withheld from the Cash Purchase Price and deposited by Buyer with Xxxxx Fargo Bank, N.A., as escrow agent (the “Escrow Agent”), to be held in escrow (the “Cash Escrow Fund”) in a separate account (the “Cash Escrow Account”) pursuant to the terms of the Escrow Agreement, in the form attached as Exhibit A (the “Escrow Agreement”), among Buyer, Seller and the Escrow Agent. The Cash Escrow Amount will be held by the Escrow Agent solely for payment pursuant to Section 2.6 of this Agreement and the Escrow Agreement until the Cash Escrow Termination Date (as defined, and subject to extension as set forth, in Section 10.4(c)). In addition, at the Closing, Seller initially shall hold deposit that number of Shares, not sold to Buyer at the Deposit in escrow and shall dispose Closing, equal to fourteen percent (14%) of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit total number of Shares issued and outstanding immediately prior to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute the “Seller Stock Escrow Amount”), with the Escrow Agent, to be held in escrow (the “Seller Stock Escrow Fund”) in a credit towards separate account (the Purchase Price); or (ii“Seller Stock Escrow Account”) pursuant to Seller, after receipt the terms of Seller’s demand in which the Escrow Agreement. The Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) Stock Escrow Amount will be held by the Escrow Agent for payment pursuant to the terms of Article X of this Agreement has been otherwise terminated or cancelledand the Escrow Agreement until the Stock Escrow Termination Date (as defined, and subject to extension as set forth, in Section 10.4(c)). At the Option Closing, a portion of the shares of Buyer Common Stock constituting the Option Purchase Price equal to that number of shares of Buyer Common Stock rounded to the nearest whole share having an aggregate value, based on the Buyer Common Stock Price, of $4,000,000 minus the value of any portion of the Seller is thereby entitled Stock Escrow Amount that may have been released to receive Buyer prior to the Deposit; but Option Closing (the “Buyer Stock Escrow Amount”) will be withheld from the Option Purchase Price and deposited by Buyer with the Escrow Agent, to be held in escrow (the “Buyer Stock Escrow Fund”) pursuant to the terms of the Escrow Agreement. The Buyer Stock Escrow Amount will be held by the Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy for payment pursuant to the terms of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice Article X of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledand the Escrow Agreement until the Stock Escrow Termination Date (as defined, and Buyer is thereby entitled subject to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Sellerextension as set forth, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodin Section 10.4(c)). b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in a segregated, interest-bearing account entitled “Commonwealth Land Title Insurance Company, as Escrow Agent for Alexander’s Kings Plaza, LLC, Alexander’s of Kings, LLC, Kings Parking, LLC and Brooklyn Kings Plaza LLC,” until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. The Escrow Agent shall hold the Deposit in escrow promptly notify Contributor and shall dispose BKP of the Deposit only account number for the account described in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, preceding sentence. Except as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand otherwise set forth in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) the Xxxxxxx Money Deposit shall be non-refundable to BKP, but shall be credited against the Cash Consideration at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement has been otherwise is terminated or cancelled, and Seller is thereby entitled pursuant to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy BKP’s express right of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand termination established in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledthe Xxxxxxx Money Deposit will be immediately returned by the Escrow Agent, to BKP. In the event the Closing occurs, the Xxxxxxx Money Deposit shall be released to Contributor, and Buyer is thereby entitled to BKP shall receive a credit against the Cash Consideration in the amount of the Xxxxxxx Money Deposit; but . In all other instances, if either party makes a written or oral demand upon Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery for payment of the Xxxxxxx Money Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect give written notice to the Depositother party of such demand. If Escrow Agent shall deliver does not receive a written objection from the Depositnon-demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable is authorized, instructed and directed to the order of make such party, payment. If Escrow Agent does receive such written objection within such seven (ii7) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16calendar day period, Escrow Agent shall send continue to hold such amount until otherwise directed by written instructions from Contributor and BKP or a copy final judgment of such demand to the other party. Within ten (10) days after the date a court of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "competent jurisdiction.

Escrow. Escrow Agent shall hold the Deposit Seller and Xxxxx appoint Title Company to act as escrow agent in escrow and shall dispose of the Deposit only in accordance connection with this transaction upon the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as followsterms and conditions: (a) The Parties will (i) deliver (or cause to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (iibe delivered) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under Title Company all documents required by this Agreement, or including, without limitation, the Deed (B) this Agreement has been otherwise terminated or cancelledcollectively, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party“Operative Documents”), (ii) an unendorsed official bank or cashier's check payable to pay Title Company all sums required by this Agreement, including, without limitation, the order of such partyPurchase Price and closing costs, or and (iii) cause to be done all other things necessary or required by this Agreement. (b) Title Company is authorized to pay, from any funds held by it for the respective credit of the Parties hereto, all amounts necessary to procure the delivery of such documents and to pay, on their behalf, all charges and obligations payable by them respectively. (c) Title Company is authorized, in the event any demand is made upon it concerning these instructions or the escrow, at its election, to hold any money and documents deposited under this Agreement until an action shall be brought in a bank wire transfer court of competent jurisdiction to determine the rights of the Parties hereto or to interplead said money and documents in an action brought in any such court. Deposit by Title Company of said documents and funds, after deducting from such money its charges and its expenses and attorneys’ fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility. (d) Disbursement of any funds shall be made in immediately available U.S. funds. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to an account designated Title Company in compliance with any of the requirements hereof, until Title Company is advised by the bank in which such party. c. Upon check or draft has been deposited that such check or draft has been honored. Notwithstanding Title Company’s failure to sign this Agreement as set forth below, Title Company’s receipt of this Agreement and the opening of an escrow by Title Company shall constitute Title Company’s agreement to comply with the terms and provisions of this Agreement relating to Title Company. Seller and Xxxxx agree to cooperate in the preparation, execution and delivery to Title Company of any reasonably required forms to carry out and consummate the transaction contemplated herein, including, without limitation, a customary gap indemnity and owner’s affidavit. The Xxxxxxx Money Deposit shall be deposited with Title Company with the understanding that Title Company is not (a) a party to this Agreement and does not assume or have any liability for the performance or non-performance of any party to this Agreement, (b) liable for interest on the funds held unless a party requests that such funds be deposited in an interest bearing account, and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited. Title Company shall not cause the sale of the Property to close unless and until it has received written demand instructions from Seller or and Buyer under Section 16, Escrow Agent shall send a copy to effect the Closing. All of such demand to the Operative Documents and the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object documents required to delivery be executed under this Agreement shall be dated as of the Deposit to the party making such demand by giving a notice of objection (a "Closing Date.

Escrow. The Escrow Agent, receiving funds pursuant to this Agreement is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with terms and conditions of this Agreement. Failure of clearance of funds shall not excuse performance by the Buyer. In the event of doubt as to its duties or liabilities under the provisions of this Agreement, the Escrow Agent may in his sole discretion, continue to hold the monies which are the subject of this escrow until the parties mutually agree to the disbursement thereof, or until a judgment or a court of competent jurisdiction shall determine the rights of the parties thereto, or may deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of the County having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall hold fully terminate, except to the Deposit extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such escrow agent hereunder, or in escrow and shall dispose the event of any suit wherein Escrow Agent interpleads the Deposit only in accordance with subject matter of this escrow, the following provisions: a. Escrow Agent shall deliver the Deposit be entitled to Seller or Buyerrecover a reasonable attorney’s fee and costs incurred, said fees and costs to be charged and assessed as the case may be, as follows: (i) to Seller, upon completion court costs in favor of the Closing (which shall constitute a credit towards prevailing party. All parties agree that the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies subject to this escrow, unless such misdelivery shall de due to willful breach of this Agreement or gross negligence on the part of the Escrow Agent. All parties acknowledge that the Escrow Agent has given a copy rendered and will continue to render legal services to Buyer in connection with the preparation of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledthe consummation of the transaction to which it relates, the issuance of title insurance, and Buyer is thereby entitled to receive in the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy prosecution and resolution of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodany and all disputes which may arise in connection therewith. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Subject to the provisions of Section 4.1 above, Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, including the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the Xxxxxxx Money Deposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is [00-0000000]. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Xxxxxxx Money Deposit and the interest earned thereon (the “Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Deposit Escrowed Funds until otherwise directed in escrow a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of the Denver District Court. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall dispose of the Deposit only not be liable for any action taken, suffered or omitted by it in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows:advice of such counsel. (ic) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated unless requested to do so by Purchaser or cancelled, Seller and Buyer is thereby entitled indemnified to receive its satisfaction against the Deposit; but cost and expense of such defense. Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy be required to institute legal proceedings of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice any kind and shall have no responsibility for the genuineness or validity of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery any document or other item deposited with it or the collectibility of the Deposit, any check delivered in connection with this Agreement. Escrow Agent shall be relieved of all liability fully protected in acting in accordance with any written instructions given to it hereunder and with respect believed by it to have been signed by the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyproper parties. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Pursuant to Section 2 and the Escrow Agreement, at the Closing, Parent shall deliver to the Escrow Agent the Escrow Payment, and the Escrow Agent shall hold set up an escrow account pursuant to the Deposit in escrow and shall dispose terms of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit Agreement, to secure and serve as exclusive source of effecting payment and discharge of any indemnification obligations of Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party7.2. Within ten (10) days after Business Days following the date of receiving same, but not thereafterSurvival Date, the other party may object Escrow Agent shall, pursuant to delivery the terms of the Deposit Escrow Agreement, deliver to Seller an amount equal to the party Escrow Distribution (as hereinafter defined), if any. For purposes of this Agreement, the term “Escrow Distribution” shall mean the aggregate balance remaining in Escrow on the Survival Date less the sum of the total of all then pending and unpaid indemnity claims by Parent Indemnitees. As any pending indemnity claims referenced in the previous sentence are resolved, the Escrow Agent, after making any required payments related to such demand claims, shall release and deliver to Seller any amounts remaining from the amounts reserved for the released claims. Amounts payable with respect to indemnity claims resolved in favor of Parent Indemnitees shall be satisfied exclusively from the funds held in Escrow and paid to an account designated by giving a notice Parent. The Escrow Agent shall make all payments due to Seller pursuant to this Section 7.2.10 to an account designated by Seller. Any earnings on the funds in the Escrow, net of objection (a "escrow expenses, shall be paid to Seller, and Seller shall be responsible for all Taxes on any such earnings.

Escrow. Notwithstanding anything herein to the contrary, to the extent agreed among the Company and the Arrangers, the Term B Loans may be funded into escrow (the “Escrow Agent shall hold Funding”) prior to the Deposit Acquisition Closing Date (while in escrow escrow, the “Escrow Term Loans”) and shall dispose of the Deposit only in accordance with the following provisions: a. terms shall apply to the Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as followsFunding: (i) to Seller, upon completion The Company shall be the borrower of the Closing (which shall constitute a credit towards the Purchase Price); orTerm B Loans funded into escrow. (ii) Term B Loans shall be required to Seller, after receipt of Seller’s demand be repaid in which Seller certifies either that (A) Buyer has defaulted under this Agreement, full to the extent release from escrow does not occur on or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled prior to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; orMandatory Cancellation Date. (iii) to Buyer, after receipt Interest on the Term B Loans shall accrue while such Term B Loans are in escrow in accordance with the terms of Buyer's demand this Agreement and the Term B Loans shall otherwise be governed by the terms set out for such Term B Loans in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodmutatis mutandis. b. Upon delivery (iv) The Dollar Term B Commitments shall be reduced dollar for dollar by the gross principal amount of Dollar Term B Loans upon any funding thereof into escrow. The Euro Term B Commitments shall be reduced euro for euro by the gross principal amount of Euro Term B Loans upon any funding thereof into escrow (v) Any upfront fees (or original issue discount) in respect of the Deposit, Escrow Agent 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 relieved prepayable at the issue price (i.e. less any upfront fees (or original issue discount)) thereof. (vi) The maturity date of all liability hereunder and with respect the Term B Loans will be as set for in the proviso to the Deposit. Escrow Agent shall deliver definition of Term B Loan Maturity Date, which for the Depositavoidance of doubt, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand will be 7.5 years from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving samesuch funding into escrow, but not thereaftersubject 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 other party may object Term B Loans shall be released from escrow to delivery the Company. (ix) Interest in respect of the Deposit Incremental Term B 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 party making 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 demand 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 giving the Term B Loans and the proceeds thereof shall not be included in calculating the financial covenants in Sections 6.22 and 6.23 or any other financial ratios or incurrence tests hereunder and any applicable Indebtedness represented by the Term B Loans, any Liens on the escrow account and any proceeds therein and any Investments thereof shall be permitted under Article VI hereof. For the avoidance of doubt, to the extent any New Senior Unsecured Notes are funded into escrow (or funded subject to a limitation on use of proceeds prior to the Acquisition Closing Date reasonably satisfactory to the Arrangers and subject to a mandatory redemption requirement in the event the Acquisition is terminated prior to the Acquisition Closing Date or does not occur before a given date) prior to the Acquisition Closing Date as separately agreed between the Company and the Arrangers, the exclusions set forth in this clause (xii) shall also apply to the New Senior Unsecured Notes while the proceeds thereof remain in such escrow or remain subject to such use of proceeds limitations and mandatory redemption requirements. (xiii) The only conditions to funding the Term B Loans into escrow shall be that (a) the Execution Date shall have occurred, (b) the applicable proceeds of the Term B Loans will substantially contemporaneously therewith be deposited into an escrow account or accounts subject to an escrow agreement as set forth in clause (xi) and (c) the Company has delivered of a borrowing notice in accordance with the procedures set forth in Section 2.3 (or such other procedures reasonably acceptable to the Administrative Agent). The Administrative Agent will notify the Term B Lenders of objection such borrowing notice and each Term B Lender shall be required to make the proceeds of their Term B Loans available to the Administrative Agent on such Borrowing Date as set forth in Section 2.3. (a "xiv) Each Lender and Issuer consents to the terms of this Section 17.2 and agrees to fund its Term B Loans into escrow as set forth herein. Notwithstanding anything herein to the contrary, including Section 8.2, the Company and the Administrative Agent may make any changes to the Loan Documents with only the consent of the Company and the Administrative Agent (and no other Lender or Issuer) to ensure this Agreement adequately reflects the nature of the Term B Loans while in escrow and adequately reflects such Term B Loans after release from escrow on the Acquisition Closing Date, 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 its sole discretion.

Escrow. At the Closing, Parent, Seller Representative, on behalf of the Sellers, and Escrow Agent shall hold enter into an Escrow Agreement (the Deposit “Escrow Agreement”), substantially in the form of Exhibit B, pursuant to which the Working Capital Escrow Amount, the Indemnity Escrow Amount, the Generator Escrow Amount and the Severance Escrow Amount shall be deposited into separate escrow accounts with the Escrow Agent for the purpose of funding Sellers’ obligations pursuant to Section 2.9, Article VII and shall dispose Section 5.12 hereof (such amounts held by the Escrow Agent pursuant to the Escrow Agreement, the “Working Capital Escrow Fund”, the “Indemnity Escrow Fund”, the “Generator Escrow Fund” and the “Severance Escrow Fund” respectively). Pursuant to the terms of the Deposit only Escrow Agreement, (w) all funds remaining in the Working Capital Escrow Fund, including all undistributed earnings thereon, shall be released to the Payment Agent for distribution to the Sellers in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, Section 2.11 upon completion resolution of the Adjustment Amount in accordance with Section 2.10, (x) all funds remaining in the Indemnity Escrow Fund, including all undistributed earnings thereon but net of reserves for pending claims, will be released to the Payment Agent for distribution to the Sellers in accordance with Section 2.11 twelve (12) months following the Closing (which shall constitute a credit towards Date; and as each pending claim is resolved, the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery excess of the Depositcorresponding reserve (together with any undistributed earnings thereon) over the amount allowed will be released to the Payment Agent for distribution to the Sellers in accordance with Section 2.11, (y) all funds remaining in the Generator Escrow Agent Fund, including all undistributed earnings thereon, shall be relieved of all liability hereunder and with respect released to the Deposit. Escrow Payment Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable for distribution to the order of such partySellers in accordance with Section 2.11 twelve (12) months following the Closing Date and (z) all funds remaining in the Severance Escrow Fund, (ii) an unendorsed official bank or cashier's check payable including all undistributed earnings thereon, shall be released to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Payment Agent shall send a copy of such demand for distribution to the other party. Within ten Sellers in accordance with Section 2.11 six (106) days after months following the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Closing Date.

Escrow. (a) Escrow Agent shall hold deposit the Deposit Escrow Amounts in escrow interest-bearing accounts or other liquid investments not subject to market fluctuation in value and reasonably acceptable to the Company and Buyer, and shall dispose of hold and disburse the Deposit only Escrow Amounts and any interest accrued thereon in accordance with the following provisions:terms of the Escrow Agreement. a. Escrow Agent shall deliver (b) Upon final determination of the Deposit Adjusted Purchase Price pursuant to Seller Section 2.5(a), the Auditor (or BuyerDisputes Auditor, as the case may be, as follows: (i) shall deliver to Seller, upon completion the Escrow Agent a certification in the form of EXHIBIT A to the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Escrow Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but . The Escrow Agent shall not honor Seller's demand until more disburse to the Buyer the amount, if any, by which the Adjusted Purchase Price is less than ten the Purchase Price (10) days after the "Price Adjustment"), plus accrued interest thereon, up to a maximum of the Escrow Amounts and interest accrued thereon. The Company shall promptly deposit in escrow with the Escrow Agent has given a copy the amount of Seller Seller’s demand the Price Adjustment, plus interest accrued thereon, it being understood by the parties hereto that after payment of the Price Adjustment to Buyer, nor thereafter if Escrow Agent received a Notice there will initially remain in escrow as the Indemnification Allowance the sum of Objection One Hundred Seventy-Five Thousand Dollars (defined below) from Buyer within such ten (10) day period; or$175,000.00). (iiic) to Buyer, after receipt of Buyer's demand in which Buyer certifies either In the event that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Price Adjustment exceeds the Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the DepositAmount, Escrow Agent shall be relieved of all liability hereunder notify Company and with respect Company, in addition to making the deposit in escrow referred to in (b) above, shall remit the difference, plus accrued interest thereon, calculated at the same rate as interest on funds in escrow, to the Deposit. Buyer within thirty (30) days. (d) Upon receipt by Escrow Agent shall deliver of evidence reasonably satisfactory to it that the Deposit, at the election Company has paid or evidence that funds are needed to pay Taxes of any kind of the party entitled to receive Company for all periods up through and including the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16Closing Date, Escrow Agent shall send a copy of such demand disburse to the other party. Within ten Company from the Indemnification Allowance the amount paid by the Company to such taxing authority. (10e) days after Upon receipt of written instructions from the date of receiving sameCompany and Centrum Subsidiary, but not thereafter, the other party may object to delivery Escrow Agent shall disburse all of the Deposit remaining Indemnification Allowance, including interest accrued thereon, to the party making such demand Company. (f) Unless on or prior to November 1, 1998 Centrum Subsidiary shall have given written notice to the Company and Escrow Agent of a claim or claims by giving Centrum Subsidiary against the Company arising from a notice breach of objection the Company of any of the provisions of this Agreement (a "Buyer Claim"), Escrow Agent shall disburse all of the remaining Indemnification Allowance, including interest accrued thereon, to the Company. (g) If Escrow Agent receives written notice from Centrum Subsidiary of a Buyer Claim prior to November 1, 1998, Escrow Agent shall hold, retain and not disburse the amount of such Buyer Claim from the Indemnification Allowance unless and until Escrow Agent receives written notice from the Company and Centrum Subsidiary, or a final order of a court of competent jurisdiction, directing Escrow Agent to disburse the Indemnification Allowance to the Company, any taxing authority or any claimant whose Buyer Claim is based upon a Retained Liability. Escrow Agent shall, however, disburse to the Company the amount by which the Indemnification Allowance exceeds the sum of all Buyer Claims. (h) All costs and fees for the administration and handling of the Escrow Amounts will be paid by Buyer.

Escrow. Escrow Agent 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 if there is an Event Of 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 and, if applicable, any replacement reserve amounts payable by Borrower. 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 Deposit in escrow payment of said charges one (1) month prior to the due date thereof and that Borrower shall dispose furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Deposit only Mortgage, or if Huntington should take a deed in accordance with lieu of foreclosure, the following provisions: a. Escrow Agent amount so accumulated shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion be credited on account of the Closing (which shall constitute a credit towards unpaid principal or interest. If the Purchase Price); or (ii) to Seller, after receipt total of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted the monthly payments as made under this AgreementSection 9 shall exceed the payments actually made by Huntington, or (B) 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 Agreement has been otherwise terminated or cancelledSection 9 shall be insufficient to pay such taxes, assessments, and Seller is thereby entitled insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to receive make up the Deposit; but Escrow Agent deficiency, which payments shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be secured by the Mortgage. To the extent that all the provisions of Seller Seller’s demand to Buyerthis Section 9 for such payments of taxes, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledassessments, and Buyer is thereby entitled insurance premiums to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to SellerHuntington, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Depositare complied with, Escrow Agent Borrower shall be relieved of all liability hereunder compliance with the covenants contained in Sections 7 and with respect 8 herein as to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving sameamounts paid only, but not thereafter, nothing contained in this Section 9 shall be construed as in any way limiting the other party may object rights of Huntington at its option to delivery pay any and all of the Deposit to the party making such demand by giving a notice of objection (a "said items when due.

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller Sellers or Buyer, as the case may be, as follows: (i) to SellerSellers, upon completion of the Closing (which shall constitute a credit towards the Purchase Price)Closing; or (ii) to SellerSellers, after receipt of Seller’s Sellers’ demand in which Seller certifies Sellers certify either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is Sellers are thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's Sellers’ demand until more than ten (10) days after Escrow Agent has been given a copy of Seller Seller’s Sellers’ demand to Buyer, nor thereafter if Escrow Agent received receives a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has Sellers have defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to SellerSellers, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller Sellers within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller Sellers or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit in escrow Buyer and shall dispose of the Deposit only Seller authorize Richard K. Inglis, Telephone: (000) 000-0000, Facsimile: (954) 565-0000, Xddress: 2455 E. Xxxxxxx Xxxx., #320, Foxx Xxxxxxxxxx, Xxxxxxx 00000, xx xxx xx "Xxxxxx Xxxxx" xx receive funds and other items and, subject to clearance, disburse them in accordance with the following provisions: a. terms of this Contract. Escrow Agent shall deliver the Deposit will deposit all funds received in |_| a non-interest bearing escrow account |_| an interest bearing escrow account with interest accruing to Seller or Buyer, as the case may be, as follows: ____________ with interest disbursed (icheck one) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if |_|? at closing |_| at ____________ intervals. If Escrow Agent receives conflicting demands or has a Notice of Objection good faith doubt as to Escrow Agent's duties or liabilities under this Contract, he/she may (defined belowa) from Seller within such ten (10) day period. b. Upon delivery hold the subject matter of the Depositescrow until the parties mutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon notifying the parties of such action, Escrow Agent shall will be relieved of released from all liability hereunder and with respect except for the duty to the Depositaccount for items previously delivered out of escrow. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) If a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16licensed real estate broker, Escrow Agent shall send will comply with applicable provisions of Chapter 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a copy party because of acting as agent hereunder or interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with such demand fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor of the prevailing party. Within ten (10) days after The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of escrowed items, unless the date misdelivery is due to Escrow Agent's willful breach of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "this Contract or gross negligence.

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser except in certain limited circumstances expressly set forth elsewhere in this Agreement, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to and be for the benefit of Purchaser unless the Xxxxxxx Money Deposit is paid to Seller as liquidated damages pursuant to this Agreement. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Initial Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit will be released to Seller, and Purchaser shall receive all of the interest earned on the Xxxxxxx Money Deposit. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the Xxxxxxx Money Deposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful breach or misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all other claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Xxxxxxx Money Deposit and the interest earned thereon (the "Escrowed Funds"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Deposit Escrowed Funds until otherwise directed in escrow a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall dispose of the Deposit only not be liable for any action taken, suffered or omitted by it in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows:advice of such counsel. (ic) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated unless requested to do so by Purchaser or cancelled, Seller and Buyer is thereby entitled indemnified to receive its satisfaction against the Deposit; but cost and expense of such defense. Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy be required to institute legal proceedings of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice any kind and shall have no responsibility for the genuineness or validity of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery any document or other item deposited with it or the collectibility of the Deposit, any check delivered in connection with this Agreement. Escrow Agent shall be relieved of all liability fully protected in acting in accordance with any written instructions given to it hereunder and with respect believed by it to have been signed by the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyproper parties. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. As of the Closing Date, Buyer will deposit one million (1,000,000) shares of Buyer's common stock (as adjusted from time to time in accordance herewith, the "Shares") in an escrow account with the Escrow Agent (the "Escrow"). Escrow Agent shall hold the Deposit in escrow Shares as the agent of Buyer and shall dispose subject to the terms of the Deposit only in accordance with the following provisions: a. this Agreement. Escrow Agent shall deliver hold the Deposit to Seller Shares until it receives a written notice, requesting that a distribution of some or Buyerall of the Shares be made, as whereupon Escrow Agent shall make distributions from the case may be, as followsEscrow under the following circumstances: (i) Fifteen days after receipt of a notice from Buyer that Buyer has assumed Additional Liabilities, Escrow Agent shall immediately distribute to SellerBuyer that number of Shares (valued for this purpose at $1.50 per share) equal to such Additional Liabilities, upon completion of unless during such fifteen day period, the Closing Escrow Agent receives written notice from Seller that such notice from Buyer is incorrect (which shall constitute a credit towards the Purchase Price"Dispute Notice"); or; (ii) to Seller, Fifteen days after receipt of Seller’s demand in which a notice from Buyer that Seller certifies either that (A) Buyer has defaulted under this Agreementincurred Expense Overruns, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten immediately distribute to Buyer that number of the Shares (10valued for this purpose at $1.50 per share) days after equal to the amount of the Expense Overruns, unless during such fifteen day period, the Escrow Agent has given receives a copy of Seller Dispute Notice from Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or; (iii) to Buyer, Fifteen days after receipt of Buyer's demand in which a notice from Buyer certifies either that (A) Seller has defaulted requesting Escrow Agent to make a distribution to Buyer as an indemnified party under this Article IX or X of the Asset Purchase Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten immediately distribute to Buyer that number of the Shares (10valued for this purpose at $1.50 per share) days after Escrow Agent has given a copy equal to the value of Buyer's demand to Sellersuch indemnification amount, nor thereafter if unless during such fifteen day period, the Escrow Agent receives a Dispute Notice from Seller; (iv) Promptly after receipt of Objection (defined below) a joint direction from Seller within such ten (10) day period. b. Upon delivery of the DepositBuyer and Seller, Escrow Agent shall be relieved transfer the Shares as prescribed in said joint direction. (v) If a Dispute Notice is timely received by Escrow Agent, Buyer and Seller shall undertake to obtain as promptly as possible a final resolution of all liability hereunder such dispute (a "Dispute"). Upon a final resolution of such Dispute, Buyer and Seller shall execute a joint direction that Escrow Agent transfer the Shares in accordance with respect to the Depositsuch final resolution. Absent such joint direction, Escrow Agent shall deliver continue to hold the Deposit, at Shares until it receives from either Buyer or Seller a certified copy of an order or judgment of a court of competent jurisdiction determining the election disposition to be made of the Shares, together with a certificate from such party entitled to receive that such party also has provided the sameother party with a certified copy of such order or judgment. Upon receipt thereof, by (i) a good, unendorsed certified check of the Escrow Agent payable shall distribute the Shares in accordance with such order or judgment. Any notice provided by Buyer to the order of such partyEscrow Agent under Sections 1(i), (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds shall be provided simultaneously to an account designated Seller, and any Dispute Notice provided by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, to Escrow Agent under Sections 1(i), (ii) or (iii) shall send a copy of such demand be provided simultaneously to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Buyer.

Escrow. Escrow If requested by the Collateral Agent at any time following and during the continuance of a Default (as defined in Article IV hereof) in order to secure the performance and discharge of Grantor’s obligations under Subparagraphs (f) and (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with the Collateral Agent a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as estimated by the Collateral Agent and prorated to the end of the calendar month following the month during which this Mortgage is executed and delivered, and thereafter will deposit with the Collateral Agent, on each date when an installment of principal and/or interest is due on the Notes, sufficient funds (as estimated from time to time by the Collateral Agent) to permit the Collateral Agent to pay, at least thirty (30) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. The Collateral Agent shall hold have the Deposit right to rely upon tax information furnished by applicable taxing authorities in escrow the payment of such taxes or assessments and shall dispose have no obligation to make any protest of any such taxes or assessments. Any excess over the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within amounts required for such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent purposes shall be relieved of all liability hereunder and with respect held by the Collateral Agent for future use, applied to the Deposit. Escrow Agent shall deliver the Depositany Indebtedness or refunded to Grantor, at the election Collateral Agent’s option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the party entitled to receive Collateral Agent. All such funds so deposited shall bear no interest whatsoever, shall be kept separate and not be mingled with the samegeneral funds of the Collateral Agent and shall be applied by the Collateral Agent toward the payment of such taxes, by (i) a goodassessments, unendorsed certified check of Escrow Agent payable charges and premiums when statements therefor are presented to the Collateral Agent by Grantor (such statements to be presented by Grantor to the Collateral Agent within a reasonable time before the applicable amount is due); provided, however, that, if a Default (as hereinafter defined) shall have occurred and be continuing hereunder, such funds may at the Collateral Agent’s option be applied to the payment of the Indebtedness in the order determined by the Collateral Agent in its sole discretion, and that the Collateral Agent may at any time, in its sole discretion, apply all or any part of such partyfunds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor’s interest in the Mortgaged Property for any reason (iiincluding, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an unendorsed official bank assignment or cashier's check payable transfer of Grantor’s interest in and rights to such funds held by the Collateral Agent under this Subparagraph but subject to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery rights of the Deposit to the party making such demand by giving a notice of objection (a "Collateral Agent hereunder.

Escrow. Escrow Agent shall hold (a) From the Deposit in escrow and shall dispose amount paid to Xx. Xxxx pursuant to Paragraph 2 of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) Xx. Xxxx shall place $800,000 into escrow pursuant to the terms of the Escrow Agreement. The amount held in escrow pursuant to this Agreement has been otherwise terminated and the Escrow Agreement, as increased by applicable interest or cancelledother earnings thereon or as decreased by distributions made pursuant to the terms of this Paragraph 3 and the Escrow Agreement, shall be referred to herein as the "Escrow Amount." The Escrow Amount shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement and shall be distributed only to Xx. Xxxx or appropriate taxing authorities having the authority to collect income or payroll taxes from or relating to Xx. Xxxx ("Taxing Authorities"), pursuant to the terms of this Paragraph 3 and the Escrow Agreement. For avoidance of doubt, Penton shall have no ownership interest in the Escrow Amount and shall not seek to, nor be entitled to, assert or pursue any claim to or against or any recovery from all or any portion of the Escrow Amount, whether with respect amounts asserted to be owed to Penton by Xx. Xxxx or otherwise, other than to distribute such funds to the applicable Taxing Authorities. (b) If at any time there is an Excess Escrow Amount, Xx. Xxxx will be entitled to require Penton to cause an amount of up to the Excess Escrow Amount to be distributed to Xx. Xxxx by the Escrow Agent and, if Penton agrees, in its reasonable judgment, that there is an Excess Escrow Amount, Penton shall cause the Escrow Agent to distribute such Excess Escrow Amount to Xx. Xxxx. (c) If at any time any amount of indebtedness is discharged under the Note, upon proper evidence of such discharge being presented to the Escrow Agent, Penton may cause the Escrow Agent to distribute an amount equal to any withholding payments that Penton determines in its reasonable judgment that it is required to remit to all Taxing Authorities (based on the minimum applicable withholding rate required by law) with respect to such discharge from the Escrow Amount for the account of Xx. Xxxx to such appropriate Taxing Authorities; provided, however, that if such discharge is a direct result of an action by Penton, Penton will give Xx. Xxxx notice of such action at least five business days prior to taking such action. Notwithstanding any other provision of this Agreement or the Note, except as provided in Paragraph 5 hereof, Penton will not, without Xx. Xxxx'x written consent, take an action that would directly result in discharge of indebtedness under the Note on or prior to December 31, 2005. If, at Penton's request, any amount is distributed by the Escrow Agent under the Escrow Agreement to any Taxing Authority for purposes of meeting Penton's withholding obligation related to a discharge of indebtedness under the Note, and Seller is thereby entitled an appropriate amount of indebtedness has not theretofore been discharged under the Note, an appropriate amount of indebtedness related to receive the Deposit; but Escrow Agent such distribution shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand be deemed to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has have been otherwise terminated or cancelleddischarged, and Buyer is thereby entitled neither Xx. Xxxx nor his estate will be required to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and make any future payments with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order amount of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partydischarge. c. Upon receipt of a written demand from Seller or Buyer under Section 16(d) On August 31, 2007, Penton shall cause the then-remaining Escrow Agent shall send a copy of such demand Amount to be distributed to Xx. Xxxx by the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "Escrow Agent.

Escrow. Escrow Agent 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 and, if applicable, any replacement reserve amounts payable by Borrower. 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 Deposit in escrow payment of said charges one (1) month prior to the due date thereof and that Borrower shall dispose furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Deposit only Mortgage, or if Huntington should take a deed in accordance with lieu of foreclosure, the following provisions: a. Escrow Agent amount so accumulated shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion be credited on account of the Closing (which shall constitute a credit towards unpaid principal or interest. If the Purchase Price); or (ii) to Seller, after receipt total of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted the monthly payments as made under this AgreementSection 9 shall exceed the payments actually made by Huntington, or (B) 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 Agreement has been otherwise terminated or cancelledSection 9 shall be insufficient to pay such taxes, assessments, and Seller is thereby entitled insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to receive make up the Deposit; but Escrow Agent deficiency, which payments shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be secured by the Mortgage. To the extent that all the provisions of Seller Seller’s demand to Buyerthis Section 9 for such payments of taxes, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledassessments, and Buyer is thereby entitled insurance premiums to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to SellerHuntington, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Depositare complied with, Escrow Agent Borrower shall be relieved of all liability hereunder compliance with the covenants contained in Sections 7 and with respect 8 herein as to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving sameamounts paid only, but not thereafter, nothing contained in this Section 9 shall be construed as in any way limiting the other party may object rights of Huntington at its option to delivery pay any and all of the Deposit to the party making such demand by giving a notice of objection (a "said items when due.

Escrow. (a) As soon as practicable (but in no event later than 75 days after the Closing Date), Buyer shall deliver to the Escrow Agent the Seller Earnout Shares, and the Escrow Agent shall hold and administer the Deposit in escrow and Seller Earnout Shares subject to the terms of this Agreement. The Escrow Agent shall dispose have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Deposit only Seller Earnout Shares. In the event Buyer is unable to procure Indian regulatory approvals for the Seller Earnout Shares in accordance with the following provisions: a. Escrow Agent Purchase Agreement, Buyer shall deliver the Deposit Alternative Cash Earnout Amount to the Escrow Agent in lieu of the “Seller or BuyerEarnout Shares.” In such event, the Alternative Cash Earnout Amount shall be treated in all respects as the case may be, as follows:“Seller Earnout Shares” for purposes of this Agreement. (ib) to Seller, upon completion of As soon as practicable (but in no event later than 75 days after the Closing Date), Buyer shall deliver to the Escrow Agent cash the Cash Earnout Amount, (which shall constitute a credit towards the Purchase Price); or“Cash Earnout Amount, together with the Seller Earnout Shares or the Alternative Cash Earnout Amount, the “Earnout Consideration”) subject to the terms of this Agreement. (iic) to Seller, after receipt of Seller’s demand in which Seller certifies either that Within seven (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (107) days after the date Closing Date, Seller shall deliver the Escrow Agent certificates representing the Escrow Units, and the Escrow Agent shall hold and administer the certificates subject to the terms of receiving samethis Agreement. The Escrow Agent shall have no responsibility for the genuineness, but not thereaftervalidity, the other party may object to delivery market value, title or sufficiency for any intended purpose of the Deposit to the party making such demand by giving a notice of objection (a "Escrow Units.

Escrow. Escrow Agent 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 or cause to be paid taxes or assessments 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 Deposit in escrow payment of said charges one (1) month prior to the due date thereof and that Borrower shall dispose furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Deposit only Mortgage, or if Huntington should take a deed in accordance with lieu of foreclosure, the following provisions: a. Escrow Agent amount so accumulated shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion be credited on account of the Closing (which shall constitute a credit towards unpaid principal or interest. If the Purchase Price); or (ii) to Seller, after receipt total of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted the monthly payments as made under this AgreementSection 9 shall exceed the payments actually made by Huntington, or (B) 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 Agreement has been otherwise terminated or cancelledSection 9 shall be insufficient to pay such taxes, assessments, and Seller is thereby entitled insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to receive make up the Deposit; but Escrow Agent deficiency, which payments shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be secured by the Mortgage. To the extent that all the provisions of Seller Seller’s demand to Buyerthis Section 9 for such payments of taxes, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledassessments, and Buyer is thereby entitled insurance premiums to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to SellerHuntington, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Depositare complied with, Escrow Agent Borrower shall be relieved of all liability hereunder compliance with the covenants contained in Sections 7 and with respect 8 herein as to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving sameamounts paid only, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "nothing contained in this Section 9 shall

Escrow. (a) At the Closing, Purchaser shall deposit the Escrow Amount with the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only to be held in accordance with the following provisions:terms of this Agreement and the Escrow Agreement. The Escrow Amount shall be available to satisfy Hxxxxx FRC’s indemnification obligations pursuant to and in accordance with the provisions of Article IX and this Section 3.3. a. (b) The interest and proceeds earned on the Escrow Amount are called the “Escrow Income,” and shall accrue to and become part of the Escrow Amount. The Escrow Agent shall deliver pay the Deposit to Seller or Buyer, as the case may be, Escrow Amount as follows: (i) from time to Sellertime, to the Purchaser upon completion joint instructions of the Closing Purchaser and Hxxxxx FRC, for indemnification under Article IX (which shall constitute each claim by a credit towards the Purchase PricePurchaser Indemnified Person for indemnification, an “Indemnification Claim”); or; (ii) to Sellerannually, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) within 60 days after the end of each calendar year, to Hxxxxx FRC, an amount equal to 40% of the Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; orIncome that constitutes taxable income for United States Federal income Tax purposes for that calendar year; (iii) on the date that is 12 months after the Closing Date (the “Release Date”), to BuyerHxxxxx FRC, after receipt an amount, if greater than zero, equal to any remaining balance of Buyer's demand in which Buyer certifies either the Escrow Amount minus the amount of any Indemnification Claim that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated asserted by the Purchaser but not satisfied; and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iv) from time to time after the Release Date, to the Purchaser or cancelledHxxxxx FRC as any Indemnification Claims that were unsatisfied on the Release Date are resolved. (c) The Escrow Income that constitutes taxable income for United States federal income and applicable state, local and Buyer is thereby entitled non-U.S. income Tax purposes and any losses on the Escrow Amount shall be allocated to receive Hxxxxx FRC. (d) Hxxxxx FRC and the Deposit; but Purchaser shall provide instructions to the Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy to implement the provisions of Buyer's demand to Sellerthis Section 3.3, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by including instructions (i) to pay to a goodPurchaser Indemnified Person the amount of any Indemnification Claim within 5 days after the claim is accepted, unendorsed certified check of Escrow Agent payable to the order of such partyno longer disputed, settled or resolved and (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds pay to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) Hxxxxx FRC within 5 days after the date Release Date the remaining balance of receiving same, the Escrow Amount minus the amount of any Indemnification Claim that has been asserted by the Purchaser but not thereafter, satisfied. (e) Any payments from the other party may object to delivery of the Deposit Escrow Amount to the party making such demand Purchaser under this Section 3.3 shall be treated by giving a notice of objection (a "the Parties and their respective Affiliates as an adjustment to the Purchase Price for all applicable income Tax purposes, unless otherwise required by applicable Law.

Escrow. (a) The Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in a segregated, interest-bearing account entitled “Commonwealth Land Title Insurance Company, as Escrow Agent for Alexander’s Kings Plaza, LLC, Alexander’s of Kings, LLC, Kings Parking, LLC and Brooklyn Kings Plaza LLC,” until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. The Escrow Agent shall hold the Deposit in escrow promptly notify Contributor and shall dispose BKP of the Deposit only account number for the account described in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, preceding sentence. Except as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand otherwise set forth in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) the Xxxxxxx Money Deposit shall be non-refundable to BKP, but shall be credited against the Cash Consideration at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement has been otherwise is terminated or cancelled, and Seller is thereby entitled pursuant to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy BKP’s express right of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand termination established in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledthe Xxxxxxx Money Deposit will be immediately returned by the Escrow Agent, to BKP. In the event the Closing occurs, the Xxxxxxx Money Deposit shall be released to Contributor, and Buyer is thereby entitled to BKP shall receive a credit against the Cash Consideration in the amount of the Xxxxxxx Money Deposit; but . In all other instances, if either party makes a written or oral demand upon Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery for payment of the Xxxxxxx Money Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect give written notice to the Depositother party of such demand. If Escrow Agent shall deliver does not receive a written objection from the Depositnon-demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable is authorized, instructed and directed to the order of make such party, payment. If Escrow Agent does receive such written objection within such seven (ii7) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16calendar day period, Escrow Agent shall send continue to hold such amount until otherwise directed by written instructions from Contributor and BKP or a copy final judgment of such demand to the other party. Within ten (10) days after the date a court of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "competent jurisdiction.

Escrow. This Agreement shall serve as escrow instructions to the Escrow Agent and an executed copy of this Agreement shall be deposited with the Escrow Agent. Seller and Purchaser hereby agree to hold the Escrow Agent harmless for any loss of any deposited funds, including the Xxxxxxx Money, due to the failure of the financial institution in which such funds are deposited, and the Escrow Agent shall hold not be liable in any way to Seller or Purchaser for any action taken in good faith pursuant to the Deposit terms hereof; provided, however, that nothing herein shall release the Escrow Agent for its fraud, willful misconduct or gross negligence. In the event of a termination of this Agreement or a default under this Agreement, the Xxxxxxx Money shall be delivered or disbursed by the Escrow Agent as provided in escrow this Agreement. If either party shall declare the other party in default under this Agreement and shall dispose make demand (a “Demand”) upon the Escrow Agent for possession of the Deposit only Xxxxxxx Money, said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Except as otherwise expressly provided in this Agreement, the Escrow Agent shall not disburse the Xxxxxxx Money until the demanding party delivers to the Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party’s receipt of the Demand and the Escrow Agent has not received written objection to such Demand from the other party within five (5) business days following said party’s receipt of the copy of such Demand. Except as otherwise expressly provided in this Agreement, if any objection is so received or if any conflicting Demand shall be timely made upon the Escrow Agent, the Escrow Agent shall not disburse any part of the Xxxxxxx Money and shall await settlement of the controversy or deposit the Xxxxxxx Money with the court in the county where the Premises is located, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader action or other actions, the Escrow Agent shall be fully relieved and discharged from all further obligations hereunder with respect to the Xxxxxxx Money. Provided that the Escrow Agent in good faith executes the terms hereof, it shall be indemnified by the non-prevailing party in any dispute over the Xxxxxxx Money from and against its costs, expenses and liabilities (including reasonable attorney’s fees) in connection with any proceeding in which the Escrow Agent may become a party or otherwise involved by reason of the Escrow Agent holding the Xxxxxxx Money in accordance with the following provisions: a. Escrow Agent shall deliver terms hereof. Notwithstanding anything to the Deposit to Seller contrary contained in this Section 7.2 or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand elsewhere in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) whenever in this Agreement has been otherwise terminated it is provided for the Xxxxxxx Money to be returned to Purchaser without the consent or cancelled, joinder of Seller being required and Seller is thereby entitled to receive the Deposit; but notwithstanding any contrary instructions Escrow Agent shall not honor may receive from Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder hereby agrees to so return the Xxxxxxx Money to Purchaser immediately upon written request therefor by Purchaser, and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the sameSeller, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyits execution below hereby consents thereto. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit in The escrow and shall dispose of the Deposit only in accordance with shall be subject to the following provisions: a. Escrow Agent (a) Seller and Buyer hereby appoint Esanu Katsky Xxxxxx & Siger, LLP ("Escrowee") to serve as Escrowee pursuant to the terms of this Agreement. (b) Buyer shall deliver pay the Deposit by an unendorsed check subject to Seller or Buyercollection, as the case may be, as follows: (i) to Seller, upon completion drawn on a bank which is a member of the Closing (which New York Clearing House Association, payable to the order of and delivered to Escrowee. Escrowee shall constitute a credit towards deposit the Purchase Price); or (ii) Deposit in an interest-bearing bank account at XX Xxxxxx Chase Bank, but Escrowee shall have no obligation to Seller, after receipt obtain any specific interest rate on the Deposit. Any party that shall receive interest on the Deposit shall be responsible for payment of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under any applicable income taxes thereon. The tax identification numbers of the parties are set forth opposite their signatures to this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby . Any party entitled to receive interest on the Deposit; but Escrow Agent Deposit shall furnish an executed and completed IRS Form W-9 to Escrowee prior to delivery of such interest. (c) If this transaction shall not honor Sellerclose as a result of Buyer's demand until more than default hereunder, then, in such event, the Deposit and any accrued interest on the Deposit shall be delivered to Seller as and for liquidated damages within ten (10) days after Escrow Agent has given following written demand by Seller, with a copy of Seller Seller’s demand to be delivered to Buyer, nor thereafter if Escrow Agent received provided Buyer shall have failed to object to the release within five (5) days following receipt of such demand by Seller. It is understood that since it would be impossible to ascertain the amount of damages in the event of such default by Buyer, the parties agree that the Deposit plus interest thereon would constitute a Notice of Objection (defined below) from Buyer within fair and reasonable sum to cover such ten (10) day period; ordamages. (iiid) to Buyer, after receipt of Buyer's demand in which Buyer certifies either The parties acknowledge that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, Escrowee is acting solely as a stakeholder at their request and Buyer is thereby entitled to receive the Deposit; but Escrow Agent for their convenience and that Escrowee shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy be deemed to be the agent or trustee for either of Buyer's demand the parties except that Seller shall bear the responsibility for any loss of the Deposit due to Seller, nor thereafter if Escrow Agent receives a Notice the wrongful acts of Objection (defined below) from Seller within such ten (10) day periodEscrowee. b. Upon delivery (e) Escrowee shall not be liable to either of the Deposit, Escrow Agent shall be relieved parties for any mistake of all liability hereunder and with respect to fact or of law or error of judgment or any act or omission of any kind unless it involves willful misconduct or gross negligence on the Depositpart of Escrowee. Escrow Agent shall deliver Without limiting the Deposit, at the election generality of the party entitled to receive the sameforegoing, by Escrowee shall not be responsible or liable in any manner whatsoever for (i) a goodthe sufficiency, unendorsed certified correctness, genuineness, or validity of any check of Escrow Agent payable or other instrument delivered to the order of such partyit, (ii) an unendorsed official bank or cashier's check payable to the order form of execution of any such partyinstruments, or (iii) the identity, authority or rights of any person executing or delivering any such instrument, (iv) the terms and conditions of any instrument pursuant to which the parties may act, (v) any loss of interest resulting from a bank wire transfer delay in investing or reinvesting the Deposit and (vi) any loss resulting from, in connection with, or arising from the deposit or investment of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16the Deposit as provided herein, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving sameincluding, but not thereafterlimited to, the failure, refusal or inability of any institution with which the Deposit has been deposited or invested to repay any portion of the principal amount of or any interest accrued on the Deposit. (f) Seller and Buyer, jointly and severally, hereby indemnify and hold Escrowee harmless from and against all costs, claims, losses, liabilities and expenses, including, without limitation, reasonable attorneys' fees, incurred in connection with or arising from the performance of Escrowee's duties hereunder, except with respect to acts or omissions involving willful misconduct or gross negligence on the part of Escrowee, and provided that Escrowee shall not charge any fees for the performance of its services in the ordinary course. Such indemnity shall survive the Closing or termination of this Agreement. (g) Notwithstanding anything to the contrary contained herein, Buyer agrees that Esanu Katsky Xxxxxx & Siger, LLP may represent Seller as Seller's counsel in any action, suit or other party proceeding between Seller and Buyer, or in which Seller and Buyer may object be involved. (h) No change or termination of this Agreement affecting the rights, duties or liabilities of Escrowee shall be binding upon Escrowee unless agreed to delivery in writing by Escrowee. (i) At the Closing, the Deposit together with any interest earned thereon shall be paid by Escrowee to Seller, and Buyer shall receive a credit against the Purchase Price in the amount of the Deposit and any interest accrued thereto. If Buyer is entitled to the return of the Deposit pursuant to the terms hereof, then Buyer shall be entitled to the interest earned thereon. Escrowee shall deliver or cause the institution holding the Deposit to deliver a 1099 to the party making such demand by giving a notice of objection (a "that actually receives or receives credit for any interest which accrued to the Deposit.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, and for downward adjustments (if any) pursuant to Section 1.5(d) to the number of Parent Ordinary Shares issued hereunder, 890,000 of the Parent Ordinary Shares to be issued in the Merger (the “Escrow Agent Shares”) shall hold the Deposit be deposited in escrow and (the “Indemnity Escrow Account”), which shall dispose be allocated among the recipients in the same proportion as their proportionate share of the Deposit only total Company Ordinary Shares outstanding immediately prior to the Effective Time, all in accordance with the following provisions: a. Escrow Agent shall deliver terms and conditions of the Deposit escrow agreement to Seller be entered into at the Closing between Parent, the Representative, the Committee and Continental (or Buyersuch other Person as may be agreed by Parent and the Representative), as escrow agent (“Escrow Agent”), substantially in the case may be, as follows: form of Exhibit C-1 hereto (i) to Seller, upon completion the “Indemnity Escrow Agreement”). The Indemnity Escrow Agreement shall provide that on the earlier of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer the 30th day after the date Parent has defaulted under this Agreementfiled with the SEC its Annual Report for the year ending February 28, 2015 or (B) this Agreement has been otherwise terminated or cancelledJune 30, and Seller is thereby entitled to receive 2015 (the Deposit; but “Escrow Release Date”), the Escrow Agent shall not honor Seller's demand until more than ten (10) days after release all Escrow Agent has given a copy of Seller Seller’s demand to BuyerShares then remaining in escrow, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by less (i) a good, unendorsed certified check of 300,000 Escrow Agent payable to Shares (the order of such party“Litigation Escrow Shares”), (ii) an unendorsed official bank or cashier's check payable that portion of the Escrow Shares applied in satisfaction of any downward adjustments made to the order of such party, or Merger Consideration provided for in Section 1.5(d) above and (iii) a bank wire transfer that portion of immediately available funds the Escrow Shares applied or reserved with respect to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent Claims. Any Escrow Shares that continue to be held after the Escrow Release Date with respect to any unresolved Escrow Claim shall send a copy of such demand be delivered to the other partyrecipients in the same proportions as originally deposited into escrow, promptly upon such resolution, subject to reduction, if any, for the indemnification obligation associated with such resolved Escrow Claim. Within ten (10) days after the date of receiving same, but The Litigation Escrow Shares shall not thereafter, the other party may object to delivery be released until final resolution of the Deposit to the party making such demand by giving a notice of objection (a "litigation listed in Schedule 2.8.

Escrow. Escrow Agent Any claims by Buyer or any Buyer Indemnified Party for indemnifiable Losses under Section 9.2(a) from and after the Closing shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with be subject to the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as followsterms: (i) Except in the event of Fraud, Buyer or any Buyer Indemnified Party’s sole and exclusive recourse from and after the Closing for indemnifiable Losses pursuant to SellerSection 9.2(a)(ii) and Section 9.2(a)(iii) shall be to make a claim for payment from the Indemnity Escrow Funds in accordance with, upon completion and subject to, the terms and conditions of the Indemnity Escrow Agreement, and no Seller shall have any further liability for any such Losses. Subject to the remainder of this Section 9.5(b)(i), the Indemnity Escrow Account shall remain outstanding until the earlier of the date that is twenty-four (24) months after the Closing Date (the “Final Indemnity Escrow Release Date”) and the date on which shall constitute a credit towards the Purchase PriceIndemnity Escrow Funds are reduced to Zero Dollars ($0); or. (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this AgreementIf the Indemnity Escrow Funds have not already been reduced to Zero Dollars ($0) and all of the Welded Claims have not been resolved and paid by the date that is eighteen (18) months after the Closing Date (the “Initial Indemnity Escrow Release Date”), or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby then Sellers shall be entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the samereceive, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds from the Indemnity Escrow Account in accordance with the terms of the Indemnity Escrow Agreement, an amount equal to an account designated the amount, if any, by which the remaining Indemnity Escrow Funds at such partytime exceed the sum of (1) the Welded Indemnity Escrow Amount and (2) the amount of any then outstanding unpaid claims for payment from the Indemnity Escrow Account timely asserted in good faith by a Buyer Indemnified Party as of such time for claims made under Section 9.2(a)(ii) and Section 9.2(a)(iii)(B) (the claims addressed in this clause (2), the “Pending Non-Welded Claims”). c. Upon receipt (B) If the Indemnity Escrow Funds have not already been reduced to Zero Dollars ($0) and all of the Welded Claims have been resolved and paid as of the Initial Indemnity Escrow Release Date, then Sellers shall be entitled to receive, by wire transfer of immediately available funds from the Indemnity Escrow Account in accordance with the terms of the Indemnity Escrow Agreement, an amount equal to the amount, if any, by which the remaining Indemnity Escrow Funds at such time exceed the amount of any Pending Non-Welded Claims. (C) If the Indemnity Escrow Funds have not already been reduced to Zero Dollars ($0) as of the Final Indemnity Escrow Release Date, then Sellers shall be entitled to receive, by wire transfer of immediately available funds from the Indemnity Escrow Account in accordance with the terms of the Indemnity Escrow Agreement, an amount equal to the amount, if any, by which the remaining Indemnity Escrow Funds at such time exceed the sum of (1) any Welded Claims that have been resolved at such time but are unpaid (provided that, for the avoidance of doubt, if any Welded Claims remain in controversy as of the Final Indemnity Escrow Release Date, no amount shall be retained in the Indemnity Escrow Account with respect thereto) (the “Unpaid Settled Welded Claims”) and (2) the amount of any Pending Non-Welded Claims that remain outstanding and unpaid as of the Final Indemnity Escrow Release Date. The remaining amount held in the Indemnity Escrow Account in respect of Pending Non-Welded Claims (from and after the Initial Indemnity Escrow Release Date) or Unpaid Settled Welded Claims (from and after the Final Indemnity Escrow Release Date), if any, will continue to be held and disbursed by the Escrow Agent pursuant to the terms of the Indemnity Escrow Agreement. (ii) Except in the event of Fraud, Buyer or any Buyer Indemnified Party’s sole and exclusive recourse from and after the Closing for indemnifiable Losses pursuant to Section 9.2(a)(i) shall be to make a claim for payment from the Transfer Tax Escrow Funds in accordance with, and subject to, the terms and conditions of the Transfer Tax Escrow Agreement, and no Seller shall have any further liability for any such Losses. The Transfer Tax Escrow Account shall remain outstanding until the date that is the earlier of forty-eight (48) months after the Closing Date (the “Transfer Tax Escrow Release Date”) and the date on which the Transfer Tax Escrow Funds are reduced to Zero Dollars ($0). If the Transfer Tax Escrow Funds have not already been reduced to Zero Dollars ($0) as of the Transfer Tax Escrow Release Date, then Sellers shall be entitled to receive, by wire transfer of immediately available funds from the Transfer Tax Escrow Account in accordance with instructions delivered by Sellers’ Representative in accordance with the terms of the Transfer Tax Escrow Agreement, an amount equal to the amount, if any, by which the remaining Transfer Tax Escrow Funds exceed the amount of any outstanding claims for payment from the Transfer Tax Escrow Account timely asserted in good faith by a Buyer Indemnified Party under Section 9.2(a)(i) (“Pending Transfer Tax Claims”). The remaining amount held in the Transfer Tax Escrow Account for Pending Transfer Tax Claims (from and after the Transfer Tax Escrow Release Date), if any, will continue to be held and disbursed by the Escrow Agent pursuant to the terms of the Transfer Tax Escrow Agreement. (iii) Except in the event of Fraud, in no event shall a Buyer Indemnified Party deliver notice of a written demand claim for payment directly against, or otherwise make or assert any claim for damages or other Losses against, any Seller from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days and after the date of receiving same, but not thereafter, the Closing other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "than in accordance with this Section 9.5(b).

Escrow. No later than 10 Business Days after the Closing, Transferee and Transferor shall enter into a mutually acceptable escrow agreement (the “Escrow Agreement”) with an escrow agent selected by Newco and reasonably acceptable to the Transferor (the “Escrow Agent”). The Escrow Agreement shall provide for the establishment of an escrow fund (the “Escrow Fund”) to be funded by Newco on the date the Escrow Agreement is entered into in the amount of the Escrow Amount, which Escrow Fund shall be held by the Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. terms of this Section 8.11. Each of Newco and Transferee shall have the right to notify the Escrow Agent shall deliver of any claim for indemnification made by any Transferee Indemnified Person pursuant to this Article VIII (an “Escrow Claim Notice”). Promptly following the Deposit final determination in accordance with this Article VIII of any claim for indemnification made by any Transferee Indemnified Person pursuant to Seller or Buyer, as the case may be, as follows: this Article VIII (i) including a request for advancement of expenses pursuant to Sellerthis Article VIII), upon completion of request by Transferee or Newco, Transferor shall execute and deliver a certificate requesting the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by Transferee immediately available funds in the amount of such party. c. Upon receipt claim as finally determined in accordance with this Article VIII. On the fifth (5th) anniversary of a written demand from Seller or Buyer under Section 16the Closing Date (the “Escrow Release Date”), Transferee and Transferor shall execute and deliver to the Escrow Agent shall send a copy certificate requesting the Escrow Agent to deliver by wire transfer to Transferor all amounts that remain in the Escrow Fund, less the sum of any amounts subject to claims for indemnification that (i) have not been finally determined before the Escrow Release Date in accordance with this Article VIII and (ii) are the subject of Escrow Claim Notices provided before the Escrow Release Date. If at any time after the Escrow Release Date the entire balance remaining in the Escrow Fund exceeds the sum of any amounts subject to claims for indemnification that (i) have not been finally determined in accordance with this Article VIII as of such demand time and (ii) are the subject of Escrow Claim Notices provided before such time, at Transferor’s request, Transferee and Transferor shall execute and deliver a certificate requesting the Escrow Agent to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object deliver such excess to delivery of the Deposit to the party making such demand Transferor by giving a notice of objection (a "wire transfer.

Escrow. BUYER and SELLER authorize LAW OFFICES OF XXXXXX ANON Telephone: 000-000-0000 Fax: Address: 0000 X.X. 000 XXXXXX, XXXXX X, XXXXX XXXXX, XX 00000 to act as "Escrow Agent shall hold the Deposit in escrow Agent" to receive funds and shall dispose of the Deposit only other items and, subject to clearance, disburse them in accordance with the following provisions: a. terms of this Contract. Escrow Agent shall deliver the Deposit will deposit all funds received in [x] a non-interest bearing escrow account [ ] an interest bearing escrow account with interest accruing to Seller or Buyer, as the case may be, as follows: _____________________ with interest disbursed (icheck one) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if [ ] at closing [ ] at ___________ intervals. If Escrow Agent receives conflicting demands or has a Notice of Objection good faith doubt as to Escrow Agent's duties or liabilities under this Contract, he/she may (defined belowa) from Seller within such ten (10) day period. b. Upon delivery hold the subject matter of the Depositescrow until the parties mutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon notifying the parties of such action, Escrow Agent shall will be relieved of released from all liability hereunder and with respect except for the duty to the Depositaccount for items previously delivered out of escrow. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) If a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16licensed real estate broker, Escrow Agent shall send will comply with applicable provisions of Chapter 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a copy party because of acting as agent hereunder or interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with such demand fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor of the prevailing party. Within ten (10) days after The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or SELLER of escrowed items, unless the date misdelivery is due to Escrow Agent's willful breach of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "this Contract or gross negligence.

Escrow. Subject to this Section 4.05, the Escrow Agent shall hold the Deposit in escrow Escrow Fund for a period commencing on the Closing Date and shall dispose ending on the date that is twelve (12) months after the Closing Date (the “Escrow Period”) as security to pay, or be applied against, any Damages incurred by any Buyer Indemnified Party with respect to the indemnification obligations of Seller pursuant to Article XI, disbursed by the Deposit only Escrow Agent in accordance with the following provisions: a. Escrow Agreement. The Escrow Agreement shall provide that all interest accruing on amounts in the Escrow Account shall be deposited into the Escrow Account and distributed in accordance with the Escrow Agreement. Upon the expiration of the Escrow Period, the Escrow Agent shall deliver the Deposit pay to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion balance of the Closing (which shall constitute a credit towards funds in the Purchase Price)Escrow Account at such time, if any; or (ii) to Sellerprovided, after receipt however, that if any Buyer Indemnified Party Damages remain unresolved or unpaid as of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreementthe expiration of the Escrow Period, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive then the Deposit; but Escrow Agent shall not honor Seller's demand retain that portion of the funds in the Escrow Account necessary to satisfy such unresolved Buyer Indemnified Party Damages pending resolution thereof, which portion shall remain in the Escrow Account until more than ten (10) days after such matters are finally resolved notwithstanding any reference to, or expiration of, the Escrow Agent has given a copy Period, and any amounts in excess of such retained portion of the Escrow Account shall be released to Seller Seller’s demand in accordance with the terms and conditions of the Escrow Agreement. Following the end of the Escrow Period, as each unresolved Buyer Indemnified Party Damages amount identified prior to Buyer, nor thereafter if the end of the Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in Period for which Buyer certifies either that (A) Seller has defaulted an amount was reserved under this AgreementSection 4.05 is resolved, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall either pay the Buyer Indemnified Party Damages subject to the limitations in Article XI or pay to Seller the amount so reserved for such Buyer Indemnified Party Damages, as appropriate. When there are no remaining unresolved claims (which were unresolved as of the conclusion of the Escrow Period), the balance of the Escrow Account which has not honor Buyer's demand until more than ten (10) days after been used by the Escrow Agent has given a copy of Buyer's demand to pay Buyer Indemnified Party Damages, if any, shall be paid to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit Xxxxxxx Money, together with all interest earned thereon, in its interest bearing escrow and shall dispose of the Deposit only account, in accordance with the following provisionsfollowing: a. (a) Escrow Agent shall hold the Xxxxxxx Money, together with all interest earned thereon, in Escrow Agent's escrow account, and shall cause the Xxxxxxx Money to earn interest at then prevailing insured money market rates on deposits of similar size. Escrow Agent shall have no liability for any fluctuations in the interest rate paid in respect of the Xxxxxxx Money, and is not a guarantor thereof. (b) If Escrow Agent receives a written notice signed by both Seller and Purchaser stating that the Closing has occurred and that Seller is entitled to receive the Xxxxxxx Money, Escrow Agent shall deliver the Deposit to Seller or BuyerXxxxxxx Money, as together with the case may be, as follows: (i) interest earned thereon to Seller, upon completion of the Closing (which shall constitute . If Escrow Agent receives a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which written notice signed by both Seller certifies either and Purchaser that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledcanceled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall deliver the Xxxxxxx Money, together with the interest thereon, as directed therein. (c) If Escrow Agent receives a written request signed by Purchaser or Seller (the "NOTICING PARTY") stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to the Xxxxxxx Money, Credit, or that the other party hereto (the "NON-NOTICING PARTY") has defaulted in the performance of its obligations hereunder, Escrow Agent shall mail (by certified mail, return receipt requested) a copy of such request to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Xxxxxxx Money by written notice of objection delivered to and received by Escrow Agent not honor Seller's demand until more than ten (10) days Business Days after the date of Escrow Agent has given a Agent's mailing of such copy of Seller Seller’s demand to Buyerthe Non-Noticing Party, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but not thereafter. If Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given have so received a copy written notice of Buyer's demand to Sellerobjection from the Non-Noticing Party, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the DepositXxxxxxx Money, at together with the election interest earned thereon, to the Noticing Party. If Escrow Agent shall have received a written notice of objection within the party entitled time herein prescribed, Escrow Agent shall not comply with any requests or demands on it and shall continue to receive hold the sameXxxxxxx Money, by together with any interest earned thereon, until Escrow Agent receives either (i) a good, unendorsed certified check of Escrow Agent payable written notice signed by both Seller and Purchaser stating who is entitled to the order of such party, Xxxxxxx Money (and interest) or (ii) an unendorsed official bank a final order of a court of competent jurisdiction directing disbursement of the Xxxxxxx Money (and interest) in a specific manner, in either of which events Escrow Agent shall then disburse the Xxxxxxx Money, together with the interest earned thereon, in accordance with such notice or cashier's check payable order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in subdivision (i) or (ii) above. (d) Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to Escrow Agent, provided for in this PARAGRAPH 14 shall be addressed to the order party to receive such notice at its notice address set forth in PARAGRAPH 12 above (with copies to be similarly sent to the additional persons therein indicated), but the provisions of such partyPARAGRAPH 12 relating to the manner of giving notices and the effective dates thereof shall have no application to the provisions of this PARAGRAPH 14. (e) Notwithstanding the foregoing, if Escrow Agent shall have received a written notice of objection as provided for in PARAGRAPH 14 (C) above within the time therein prescribed, or (iii) a bank wire transfer shall have received at any time before actual disbursement of immediately available funds to an account designated by such party. c. Upon receipt of the Xxxxxxx Money a written demand from notice signed by either Seller or Buyer under Section 16Purchaser disputing entitlement to the Xxxxxxx Money or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties hereto over entitlement to the Xxxxxxx Money (whether or not litigation has been instituted), Escrow Agent shall send have the right, upon written notice to both Seller and Purchaser, (i) to deposit the Xxxxxxx Money, together with the interest earned thereon, with the Clerk of the Court in which any litigation is pending and/or (ii) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of the Xxxxxxx Money, together with the interest earned thereon, with a copy court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct. (f) Escrow Agent is acting hereunder without charge as an accommodation to Purchaser and Seller, it being understood and agreed that Escrow Agent shall not be liable for any error in judgment or any act done or omitted by it in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorney's fees (either paid to retained attorneys or, representing the fair value of legal services rendered by Escrow Agent to itself), arising out of any dispute under this Agreement, including the cost and expense of defending itself against any claim arising hereunder. (g) Escrow Agent may act or refrain from acting in respect of any matter referred to in this Agreement in full reliance upon and with the advice of counsel selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from acting upon the advice of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "counsel.

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose If fewer than 100% of the Deposit only Turbines have been Placed in accordance with Service as of the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as followsFinal Capital Contribution Date: (i) to Seller, upon completion The Adjusted Base Case Model run in connection with the Final Capital Contribution Date shall reflect (A) the actual number of Turbines that have been Placed in Service as of the Closing Final Capital Contribution Date and (B) the actual number of Turbines that have not been Placed in Service but which shall constitute a credit towards (x) the Purchase PriceClass B Equity Investor reasonably expects to be Placed in Service by no later than the Outside Date and (y) the Independent Engineer has certified are reasonably expected to (I) satisfy the clauses (a) through (e) of the definition of Placed in Service and (II) achieve “Taking Over” (as defined in the TSA) in each case, prior to the Outside Date (such Turbines referred to in this subclause (B); or, the “Additional Turbines”). (ii) to SellerA portion of the Final Class A Capital Contribution, after receipt calculated as the Additional Turbine Escrow Factor multiplied by the number of Seller’s demand in which Seller certifies either that Additional Turbines, will be paid directly into an escrow account (Athe “Additional Turbine Escrow Account”) Buyer has defaulted under this governed by the Escrow Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or. (iii) For the avoidance of doubt, and without limiting any other provision of this Agreement to Buyerthe contrary, after receipt the Class B Equity Investor and its Affiliates shall use commercially reasonable efforts to cause such Additional Turbines to be Placed in Service by no later than the Outside Date. If the Class B Equity Investor fails to cause any of Buyer's demand the Additional Turbines to be Placed in which Buyer certifies either Service by the Outside Date, the Class B Equity Investor shall deliver an Additional Turbine Release Certificate to each of the Class A Equity Investors and the Escrow Agent and the portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account established pursuant to the Escrow Agreement with respect to such Additional Turbines shall be immediately returned to the Class A Equity Investors, together with interest at a rate per annum (based on a 360-day year of twelve 30-day months) equal to the Target IRR for the period commencing on the Final Capital Contribution Date and ending on the date such funds are returned to each Class A Equity Investor (it being understood that (Ax) Seller has defaulted under interest shall not accrue on any portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account with respect to incomplete Additional Turbines to the extent such incomplete Additional Turbines become Completed Additional Turbines in accordance with clause (iv) below and (y) any portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account that is returned to any Class A Equity Investor pursuant to this Section 2.2(c)(iii), together with interest as calculated in accordance with this Section 2.2(c)(iii), shall be reflected in the “Target IRR Report” (as defined in the LLC Agreement, or (B) this Agreement has been otherwise terminated or cancelled)), and Buyer is thereby entitled the Class B Equity Investor shall have no liability to receive any Class A Equity Investor for any loss of ITC or other tax benefits expected from such Turbines. (iv) If the Deposit; but Class B Equity Investor causes any of such Additional Turbines to become a Completed Additional Turbine, the Class B Equity Investor shall deliver to the Class A Equity Investors a duly completed Additional Turbine Placed in Service Certificate with respect to such Completed Additional Turbine(s), which shall, in connection with the Type Certificate, include the Independent Engineer’s verification of each Major Component for each applicable Completed Additional Turbine, and, promptly following delivery of such Additional Turbine Placed in Service Certificate, the Class A Equity Investors shall instruct the Escrow Agent in writing to release the portion of the Final Class A Capital Contribution placed into the Additional Turbine Escrow Account that is allocable to such Completed Additional Turbine to be distributed to the Class B Equity Investor. Notwithstanding the foregoing, to the extent that any of the Major Components used for any of the applicable Completed Additional Turbines were not set forth on the Type Certificate, subject to all other conditions being satisfied or waived, the aforementioned release and distribution of funds from the Additional Turbine Escrow Account for the Completed Additional Turbines shall not honor Buyer's demand until more than ten (10occur and Section 6.1(c)(i) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodthe LLC Agreement shall apply. b. Upon delivery (v) If the Class B Equity Investor causes any of the DepositAdditional Turbines to become a Completed Additional Turbine then, Escrow Agent shall be relieved no later than the earlier of all liability hereunder and (1) the date of the Additional Turbine Placed in Service Certificate with respect to the Deposit. Escrow Agent final Completed Additional Turbine to be Placed in Service and (2) the Outside Date, the Class B Equity Investor shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) Class A Equity Investors a bank wire transfer of immediately available funds to an account designated by such partyCompleted Additional Turbine Cost Segregation Report. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent Prior to the closing date, the Shareholder shall deliver to an escrow agent, to be agreed upon by the parties, hereinafter called escrow agent 1,000,000 shares of Master Financial duly indorsed. Said shares representing all the issued and outstanding shares of Master Financial. Tensleep shall deliver to the escrow agent 700,000 shares of its common stock as described in Section One of this agreement. The escrow shall be subject to the following terms and conditions: (a) On the Closing Date, the escrow agent shall deliver the shares of Tensleep and Master Financial's common stock as set forth and provided in Section One and Two of this agreement. (b) All fees and expenses of the escrow agent shall be borne equally by the parties. (c) Additional shares received by the Shareholder with respect to shares held in escrow, as a result of stock dividends and stock splits shall be delivered to the escrow agent and shall be subject to the terms of this agreement. (d) The escrow agent shall hold the Deposit undistributed shares deposited hereunder until May 1, 2001, whereupon he shall release to the Shareholder the balance of shares remaining in escrow after adjustment as set forth in Section Two of this agreement and payment to Tensleep of all of its indemnity claims, approved as hereinafter provided, except that in the event a claim that may result in indemnification hereunder remains undetermined as of April 30, 2001, as adequate number of shares shall dispose be retained in escrow to provide for payment of such claim. (e) In the Deposit only event of any claim by Tensleep for indemnification hereunder, Tensleep shall give written notice to the Shareholder thereof, and the parties shall attempt to reach agreement in respect thereto. If the parties fail to reach agreement within ten days after notice of a claim has been given, the issue shall be submitted to arbitration in accordance with the following provisions: a. Escrow Agent rules and requirements of the American Arbitration Association then obtaining. The decision of the arbitrator shall deliver be final and binding on all parties, and appropriate instructions in conformity therewith shall immediately be given by the Deposit arbitrator to Seller or Buyerthe escrow agent, as the case may be, as follows:who is authorized and directed to rely on such instructions. (if) The Shareholder shall have the right, at his own expense, to Sellerbe represented by counsel of his own choice in connection with the defense of any claim which may be brought against Master Financial in respect to which Tensleep may be entitled to indemnification under this agreement. In the event of any such claim, upon completion of Tensleep shall give prompt written notice thereof to the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to SellerShareholder. If, after receipt having received such notice, the Shareholder elects not to participate in the defense of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreementsuch claim, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent they shall be relieved of all liability hereunder and with respect to bound by the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, result obtained by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyTensleep in defense thereof. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the Xxxxxxx Money Deposit shall be non-refundable to Purchaser, except as otherwise set forth herein, and shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to the party entitled to the Xxxxxxx Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the Purchaser. In the event the Closing occurs, the Xxxxxxx Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the Xxxxxxx Money Deposit, including the interest. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to dispute the release of the Xxxxxxx Money Deposit. If no dispute is so delivered, Escrow Agent shall disburse the Xxxxxxx Money Deposit as directed. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Xxxxxxx Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Deposit Escrowed Funds until otherwise directed in escrow a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall dispose of the Deposit only not be liable for any action taken, suffered or omitted by it in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order advice of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partycounsel. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) business days after of Preliminary Approval, Burlington shall deposit the date of receiving same, but not thereafter, the other party may object to delivery entire Settlement Amount into a special interest-bearing “Qualified Settlement Fund” (as defined in Section 1.468B-1(a) of the Deposit U.S. Treasury Regulations) account (the “Escrow Account”) established by the Settlement Administrator at Bank of America. The Settlement Amount shall be held in the Escrow Account and subject to the party making terms and conditions of an escrow agreement and instructions, a copy of which is attached as Exhibit H to this Settlement Agreement (the “Escrow Agreement and Instructions”). Burlington and the named Plaintiffs shall have the right to audit amounts paid from the Escrow Account. The cost of settlement notice and claims administration (including any expenses of the Settlement Administrator) shall be paid from the Escrow Account following Preliminary Approval as needed. Class representative’s incentive awards, Class Counsel’s attorneys’ fees (as approved by the First Judicial District Court), reimbursement of Class Counsel of all actual expenses of the Action (as approved by the First Judicial District Court), any other litigation costs of Plaintiffs and all applicable taxes (including without limitation to New Mexico gross receipts taxes), if any, shall be paid from the Escrow Account after Final Approval. The balance of the Net Settlement Amount shall be disbursed to Class Members as provided in the Court-approved Plan of Allocation after Final Approval. In no event, however, shall any money be disbursed to Class Members or paid out for class representatives’ incentive awards, Class Counsel’s attorneys’ fees, reimbursement of Class Counsel of actual expenses, reimbursement of other litigation costs of Plaintiffs, applicable taxes, if any, until the time for the Parties to exercise their termination rights pursuant to Section 5.4 has passed without the Parties exercising such demand by giving a notice rights. Following Burlington’s deposit of objection (a "the Settlement Amount into the Escrow Account in full, Burlington and the Section 29 entities shall have no liability, under any circumstances, to the Plaintiffs, Class Members, Class Counsel, or any other person in connection with the administration or distribution of such Settlement Amount.

Escrow. (a) The Deposit shall be held in escrow in an interest bearing account by Escrow Agent shall hold until delivered as herein provided. Any interest earned on the Deposit shall be paid to whichever party is entitled thereto. Such interest shall not be credited against the Aggregate Price. The Deposit shall be held and disbursed by Escrow Agent in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as followsmanner: (i) to Seller, Seller at the Closing Date upon completion consummation of the Closing (which shall constitute a credit towards the Purchase Price)closing; or (ii) to Seller, after Seller upon receipt of Seller’s written demand in which Seller certifies either therefor, stating that (A) Buyer Purchaser has defaulted in the performance of Purchaser's obligations under this AgreementAgreement and the facts and circumstances underlying such default; provided, or (B) this Agreement has been otherwise terminated or cancelledhowever, and Seller is thereby entitled to receive the Deposit; but that Escrow Agent shall not honor Seller's such demand until more than ten at least five (105) days after Escrow Agent it has given sent a copy of Seller Seller’s such demand to BuyerPurchaser, nor thereafter if Escrow Agent shall have received a Notice written notice of Objection objection from Purchaser in accordance with the provisions of clause (defined belowb) from Buyer within such ten (10) day periodof this SECTION 1.4; or (iii) to Buyer, after Purchaser upon receipt of Buyer's written demand in which Buyer certifies therefor, stating that either that (A) Seller has defaulted under this Agreement, or (Bx) this Agreement has been terminated and certifying the basis for such termination, or (y) Seller has defaulted in performance of Seller's obligations and the facts and circumstances underlying such default or that Purchaser is otherwise terminated or cancelled, and Buyer is thereby entitled to receive the DepositDeposit under the provisions of this Agreement; but provided, however, that Escrow Agent shall not honor Buyer's such demand until more than ten at least five (105) days after Escrow Agent it has given sent a copy of Buyer's such demand to Seller, nor thereafter if Escrow Agent receives a Notice shall have received written notice of Objection (defined below) objection from Seller within such ten in accordance with the provisions of clause (10b) day periodof this SECTION 1.4. b. (b) Upon receipt of written demand for the Deposit by Purchaser or Seller pursuant to clause (ii) or (iii) of SECTION 1.4(A), Escrow Agent shall promptly send a copy thereof to the other party. The other party shall have the right to object to the delivery of the Deposit by sending written notice of such objection to Escrow Agent within five (5) days after Escrow Agent sends a copy of the written demand to the objecting party but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice, Escrow Agent shall promptly send a copy thereof to the party who made the written demand. (c) In the event of any dispute between the parties, Escrow Agent, at its option, may disregard all instructions received and may hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of this fact in writing by both Seller and Purchaser, or Escrow Agent is otherwise instructed by a final judgment of a court of competent jurisdiction. (d) In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive conflicting instructions, claims or demands from the parties hereto, or instructions which conflict with any of the provisions of this Agreement, Escrow Agent shall be relieved entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit until Escrow Agent shall be instructed otherwise in writing signed by both Seller and Purchaser, or by final judgment of all liability a court of competent jurisdiction. (e) Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, provided that any modification of this Agreement shall be signed by Escrow Agent, Purchaser and Seller. (f) Seller and Purchaser shall jointly and severally hold Escrow Agent harmless against any loss, damage, liability or expense incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with respect to its entering into this Agreement and the Depositcarrying out of its duties hereunder, including the costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. Escrow Agent may consult with counsel of its choice, and shall deliver have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the Deposit, at the election opinion of the party entitled to receive the same, by such counsel. (ig) a good, unendorsed certified check of Escrow Agent payable to the order may resign at will and be discharged from its duties or obligations hereunder by giving notice in writing of such partyresignation specifying a date when such resignation shall take effect; provided, (ii) an unendorsed official bank however, that prior to such resignation a substitute escrow agent is approved in writing by Seller and Purchaser, which approval shall not be unreasonably withheld or cashier's check payable to the order of delayed. After such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16resignation, Escrow Agent shall send a copy have no further duties or liability hereunder. (h) Purchaser and Seller, together, shall have the right to terminate the appointment of Escrow Agent hereunder by giving to it notice of such demand to the other party. Within ten (10) days after termination, specifying the date upon which such termination shall take effect and designating a replacement escrow agent, who shall sign a counterpart of receiving same, but not thereafterthis Agreement. Upon demand of such successor escrow agent, the other party may object Deposit shall be turned over and delivered to delivery such successor escrow agent, who shall thereupon be bound by all of the provisions hereof. (i) Seller and Purchaser shall be jointly and severally responsible for the reimbursement to Escrow Agent of all expenses, disbursements and advances (including reasonable attorneys' fees) incurred or made by Escrow Agent in connection with the carrying out of its duties hereunder. (j) Escrow Agent's agreements and obligations hereunder shall terminate and Escrow Agent shall be discharged from further duties and obligations hereunder upon final payment of the Deposit to in accordance with the party making such demand by giving a notice terms of objection (a "this Agreement.

Escrow. 12.1. The parties hereto have mutually requested that the Escrow Agent shall hold act as escrow agent for the Deposit in escrow and shall dispose purpose of holding the Deposit only Xxxxxxx Money in accordance with the following provisions: a. terms of this Agreement. The Xxxxxxx Money shall be held by the Escrow Agent until the earlier of (y) the Closing, or (z) such time as Seller or Purchaser may be entitled to the Xxxxxxx Money in accordance with this Agreement, at which time the Escrow Agent shall deliver remit the Deposit Xxxxxxx Money to the party entitled thereto in accordance with this Agreement. 12.2. The Xxxxxxx Money shall be deposited by the Escrow Agent in an interest bearing account with First-Citizens Bank and Trust Company of South Carolina. 12.3. The Xxxxxxx Money shall be released or delivered to the party entitled thereto pursuant to this Agreement with reasonable promptness after the Escrow Agent shall have received notice: (a) from Seller or Buyer, as and Purchaser authorizing release of the case may be, as followsXxxxxxx Money; or (b) from Seller authorizing the return of the Xxxxxxx Money to Purchaser; or (c) of the occurrence of either of the following events: (i) the Closing, at which time the Xxxxxxx Money shall be paid to Seller, upon completion of the Closing (which shall constitute a credit towards Seller and applied to the Purchase Price); or (ii) to Seller, after the receipt by the Escrow Agent of Seller’s demand in which a written notice from either Seller certifies either or Purchaser stating that (A) Buyer an event has defaulted occurred under this AgreementAgreement entitling the party delivering such notice to the Xxxxxxx Money, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive whereupon the Deposit; but Escrow Agent shall not honor Seller's demand until more than deliver written notice (the "Default Notice") thereof to the other party and, unless such other party shall have delivered a written notice of objection to the Escrow Agent within ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within following receipt by such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery other party of the DepositDefault Notice, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at Xxxxxxx Money to the election party initially requesting the Xxxxxxx Money. 12.4. It is agreed that the duties of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to are only such as are herein specifically provided, being purely ministerial in nature, and that the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send incur no liability whatsoever except for its willful misconduct or negligence so long as the Escrow Agent has acted in good faith. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other time deposited with the Escrow Agent, and shall be fully protected in acting in accordance with any written instructions given to the Escrow Agent hereunder and believed by the Escrow Agent to have been signed by the proper parties. 12.5. Upon the satisfaction of the mutual obligations of the parties hereunder, the Title Company shall record all appropriate instruments delivered to it at the Closing. 12.6. The Title Company hereby agrees to serve as the "real estate reporting person" (as such term is defined in Section 6045(e) of the Code). This Agreement shall constitute a designation agreement, the name and address of the transferor and transferee of the transaction contemplated hereby as well as the name and address of the Escrow Agent appear in Section 13.1 hereof, and Seller, Purchaser and the Escrow Agent agree to retain a copy of such demand to this Agreement for a period for four (4) years following the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery end of the Deposit calendar year in which the Closing occurs. The provisions of this Section shall survive the Closing. 12.7. The Escrow Agent, by its execution of this Agreement, acknowledges receipt of the Xxxxxxx Money. 12.8. The Escrow Agent's fees with respect to this transaction (other than its premium for issuing the party making such demand by giving a notice of objection (a "Title Policy) shall not exceed $200.

Escrow. Escrow Agent The Purchaser Indemnitees right to indemnification from a Stockholder pursuant to this Article 6 shall hold the Deposit in escrow and shall dispose be satisfied out of such Stockholder’s Pro Rata Portion of the Deposit only in accordance with Escrow Amount before the following provisions: a. Escrow Agent shall deliver the Deposit Purchaser Indemnitees may seek, if permitted to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted do so under this Agreement, or indemnification directly from such Stockholder. Six months after the Closing Date (B) this Agreement has been otherwise terminated or cancelledthe “Initial Release Date”), and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten release to each Stockholder his or her Pro Rata Portion of an aggregate amount (10the “Initial Release Amount”) days after Escrow Agent has given a copy of Seller Seller’s demand equal to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by $650,000 less (i) a goodall amounts utilized to pay any Purchaser Indemnitee for any indemnification claims on or prior to such date, unendorsed certified check of Escrow Agent payable to the order of such party, and (ii) an unendorsed official bank or cashier's check payable amount equal to the order amount of such partyclaims for indemnification under this Article 6 asserted prior to Initial Release Date but not yet resolved; provided that in no event shall the Initial Release Amount be less than $0. On the first anniversary of the Closing Date, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, the Escrow Agent shall send a copy release to each Stockholder his or her Pro Rata Portion of such demand the remaining portion of the Escrow Amount (to the other party. Within ten extent not utilized to pay any Purchaser Indemnitee for any indemnification claim), except that the Escrow Agent shall retain an amount (10up to the total amount then held by the Escrow Agent) days after equal to the date amount of receiving same, claims for indemnification under this Article 6 asserted prior to such first anniversary but not thereafter, yet resolved (“Unresolved Claims”). The Escrow Amount retained for Unresolved Claims shall be released by the other party may object Escrow Agent (to delivery the extent not utilized to pay any Purchaser Indemnitees for any such claims resolved in favor of any such Purchaser Indemnitees) upon their resolution in accordance with this Article 6 and the terms of the Deposit to the party making such demand by giving a notice of objection (a "Escrow Agreement.

Escrow. Escrow Agent (a) At the Closing, Parent shall hold the Deposit in escrow and shall dispose on behalf of the Deposit only Principal Securityholders, deposit the Cash Escrow Amount and shares of Parent Common Stock (the "Escrowed Shares") representing the Stock Escrow Amount in accordance with Section 2.2(b)(iii) (the following provisions: a. aggregate amount of the Cash Escrow Amount and Escrowed Shares, the "Escrowed Property") with the Escrow Agent to be held in an escrow account (the "Escrow Account") pursuant to and in accordance with this Agreement and the Escrow Agreement to be executed as of the Closing Date. Any payment the Principal Securityholders are obligated to make to any Parent Indemnified Parties pursuant to this Article IX (other than Sections 9.2(a)(ii) and 9.6) or Article X (at Parent's option) shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: be paid (i) if the payment is to Sellerbe made in cash, upon completion by reducing the amount of the Closing (which shall constitute a credit towards cash in the Purchase Price); or Escrow Account in an amount equal to such payment and releasing such cash to Parent or (ii) if the payment is to Sellerbe made in Escrowed Shares, after receipt by reducing the number of Seller’s demand Escrowed Shares in which Seller certifies either that the Escrow Account in an amount equal to (Ax) Buyer has defaulted under this Agreementthe amount of such payment divided by (y) the average closing price of Parent Common Stock on the Nasdaq (as reported by The Wall Street Journal, or (BEastern Edition, or, if not reported thereby, any other authoritative source) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive for the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) trading days after ending with the second trading day immediately preceding the date such Escrowed Shares are released and returning and releasing such Escrowed Shares to Parent. The first $5,000,000 of Escrowed Property required to be paid by the Principal Securityholders shall be paid out of the Escrowed Shares. The next $5,000,000 of Escrowed Property required to paid the by Principal Securityholders shall be out of the Cash Escrow Agent has given a copy Amount. Any remaining amounts of Seller Seller’s demand Escrowed Property required to Buyer, nor thereafter if Escrow Agent received a Notice be paid by the Principal Securityholders shall be paid out of Objection (defined below) from Buyer within such ten (10) day period; orthe remaining Escrowed Property. (iiib) To the extent that there is an insufficient amount of remaining Escrowed Property to Buyer, after receipt of Buyer's demand in which Buyer certifies either that pay any remaining sums due pursuant to this Article IX (Aother than Sections 9.2(a) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank and 9.6) or cashier's check payable Article X, then the Principal Securityholders shall be required to pay all of such additional sums due and owing to the order of such party, or (iii) a bank Parent Indemnified Parties by wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten within thirty (1030) days after the date of receiving samenotice any sums then due and owing is given to the Stockholder Representative (with a copy to the Escrow Agent) by the applicable Parent Indemnified Party. Any indemnification owed by a Principal Securityholder pursuant to Section 9.2(a)(ii) shall be paid by such Principal Securityholder to the Parent Indemnified Parties by wire transfer of immediately available funds within ten (10) Business Days after the date of notice any sums then due and owing is given to such Principal Securityholder (with a copy to the Stockholder Representative) by the applicable Parent Indemnified Party. (c) On December 31, but not thereafter2006, the other party may object to delivery Escrow Agent shall release one-third of the Deposit Escrowed Shares (based upon the number of Escrowed Shares originally deposited with Escrow Agent or the proceeds thereof pursuant to Section 9.5(d)) less the number of such Escrowed Shares as may be necessary to satisfy in full all unpaid Escrow Claims and less all Escrowed Shares previously disbursed to Parent; on June 30, 2007, the Escrow Agent shall release two-thirds of the Escrowed Shares (based upon the number of Escrowed Shares originally deposited with Escrow Agent or the proceeds thereof pursuant to Section 9.5(d)), less the number of such Escrowed Shares as may be necessary to satisfy in full all unpaid Escrow Claims and less the aggregate of all Escrowed Shares previously disbursed to Parent or released; and on the second anniversary of the Closing Date, the Escrow Agent shall release the remaining Escrowed Property and earnings thereon (in each case, to the party making extent not utilized to pay Parent for any indemnification claim), except that the Escrow Agent shall retain an amount of Escrowed Property equal to the amount of claims for indemnification under this Article IX or Article X. The Escrowed Property retained for unresolved claims for indemnification shall be released by the Escrow Agent (to the extent not utilized to pay Parent for any such demand by giving a notice claims resolved in favor of objection Parent) upon their resolution in accordance with this Article IX, Section 2.5 or Article X. For the avoidance of doubt, the release of the Escrow Property to the Principal Securityholders after the second anniversary of the Closing Date pursuant to this Section 9.5 shall not prejudice any of the rights of the Parent Indemnified Parties to seek indemnification from the Principal Securityholders under this Agreement. (a "d) If and to the extent permitted under the Registration Rights Agreement, the Principal Securityholders may, at their option, instruct the Escrow Agent to sell all or any portion of the Escrowed Shares on their behalf and the Escrow Agent shall sell such Escrowed Shares and deposit the proceeds from any such sales in the Escrow Account.

Escrow. (a) The Escrow Agent Account established in accordance with Section 2.01(e) shall hold the Deposit in escrow be invested, maintained and shall dispose of the Deposit only disbursed in accordance with the following provisions:terms and conditions of this Agreement and the Escrow Agreement. The parties hereto hereby agree to jointly instruct the Escrow Agent to disburse funds from the Escrow Account in accordance with this Section 9.10. The Final Escrow Amount shall be available to satisfy any and all claims of the Purchaser Indemnitees set forth in Article IX of this Agreement. In respect of claims covered by the Final Escrow Amount, Purchaser shall proceed first against the Escrow Account to the extent of the funds available therein to satisfy any such claims and may not proceed directly against Seller with respect thereto unless and until sufficient funds are no longer available in the Escrow Account (either because claims against the Escrow Account exceed the available balance therein or because any remaining balance therein has been distributed to Seller in accordance with the terms of this Agreement or the Escrow Agreement). a. (b) On the Escrow Expiration Date, all remaining funds of the Final Escrow Amount shall be disbursed to Seller, together with the earnings thereon. Notwithstanding the foregoing, if on the Escrow Expiration Date there is then pending and unresolved one or more claims of the Purchaser Indemnitees and if the Purchaser Indemnitees have delivered to Seller and to the Escrow Agent a notice at least one day prior to the Escrow Expiration Date setting forth an updated description in reasonable detail of all such claims to the extent known and the amount of each such claim to the extent reasonably quantifiable, the Escrow Agent shall deliver retain in the Deposit Escrow Account, pending resolution of such claims, an amount equal to the aggregate amount so claimed, and upon final disposition of each such claim shall disburse to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion amount so withheld in excess of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodremaining claim. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (ia) to Seller, upon completion of On the Closing (which Date, Buyer shall constitute a credit towards the Purchase Price); or (ii) pay or cause to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the samepaid, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds funds, the Indemnification Escrow Amount to the Escrow Agent, to be held in an escrow account designated (the “Escrow Account”) by such party. c. Upon receipt the Escrow Agent and used to satisfy, at least in part, (i) any claims by any Buyer Indemnified Persons for satisfaction of a written demand from Seller any indemnification claim of any Buyer Indemnified Persons pursuant to Article VIII, (ii) any Adjustment Amount payable to Buyer which exceeds the amount in the Working Capital Adjustment Fund, and (iii) any and all other claims made by Buyer or any Buyer under Section 16Indemnified Person pursuant to this Agreement or in connection with the transactions contemplated hereby that are permitted by the terms of this Agreement (i.e., in the case of fraud, willful breach, intentional misrepresentation or active concealment) or become payable pursuant to the terms of this Agreement or the Escrow Agreement. The Escrow Agent shall send hold and invest the Indemnification Escrow Amount in accordance with the terms of the Escrow Agreement. Any escrow or closing fees of the Escrow Agent shall be paid 50% by Buyer and 50% by the Company. Upon any claim for indemnification under Article VIII or for other claims made by Buyer related hereto (including claims pursuant to Section 2.6), the Representative shall serve as the designated representative of the Sellers for purposes of receiving notices, contesting claims, and authorizing payments for such claims. If the Sellers become obligated (whether through mutual agreement between Buyer and the Representative, as a copy result of such demand a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof or the terms of the Escrow Agreement) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Buyer and the Representative shall, if necessary for release of funds from the Escrow Account, execute joint written instructions to the Escrow Agent to disburse the appropriate amounts from the Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement. Subject to the limitations set forth in this Agreement, nothing in this Section 2.7 shall be construed as limiting claims by a Buyer Indemnified Person for satisfaction of any indemnification or other party. Within ten claims under Article VIII or otherwise, to the amount then held in escrow. (10b) days after The Parties agree for all Tax purposes that: (i) the right of the Sellers to the Indemnification Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provisions of state, local or non-U.S. Law, as appropriate; (ii) interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; (iii) Buyer shall be treated as the owner of the Indemnification Escrow Amount and all interest and earnings earned from the investment and reinvestment of the Indemnification Escrow Amount, or portion thereof, shall be allocable to Buyer pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; and (iv) in no event shall the total amount of the Indemnification Escrow Amount paid to the Sellers under this Agreement exceed an amount designated by the parties prior to Closing. (c) Promptly following the date that is the 18-month anniversary of receiving samethe Closing Date, but not thereafterBuyer and the Representative shall cause the Escrow Agent (in accordance with the terms of the Escrow Agreement) to pay (by wire transfer of immediately available funds) to such account(s) designated by the Representative, the other party amount, if any, remaining in the Escrow Account that is not then claimed by Buyer to be owed to a Buyer Indemnified Person, together with any interest earned on any such amount, for distribution to the Sellers, all as may object be provided in and pursuant to delivery the terms of the Deposit to the party making such demand by giving a notice of objection (a "Escrow Agreement.

Escrow. (a) The Stock Certificates and the undated Stock Power shall be delivered simultaneously herewith to Escrow Agent, and shall remain in escrow until all of Pledgor’s Obligations under the Guaranty and this Agreement, and all of the Borrower’s obligations under the Note and the other Loan Documents have been performed in full, at which time Pledgor shall notify Escrow Agent in writing that (i) the Pledgor has satisfied all of its obligations under the Guaranty, (ii) the Borrower has satisfied all of its obligations under the Note and the other Loan Documents, (iii) the pledge hereunder should be terminated, and (iv) the Stock Certificates and undated Stock Power should be returned to Pledgor. Upon receipt of such notice, Escrow Agent, without any obligation to determine whether all obligations due under the Guaranty or all payments due under the Note and the other Loan Documents were made, shall notify Secured Party that it is prepared to deliver the Stock Certificates and related Stock Power to the Pledgor. If the Secured Party objects to such delivery, it shall give notice (the “Objection Notice”) to the Escrow Agent and Pledgor within thirty (30) days after receiving the aforesaid notice of the Escrow Agent. (b) If the Escrow Agent does not receive an Objection Notice from the Secured Party within the aforesaid thirty (30) day period, the Escrow Agent shall, without further instructions, deliver the Stock Certificates and related Stock Power to Pledgor. (c) If the Escrow Agent receives an Objection Notice from the Secured Party within such thirty (30) day period, then the Escrow Agent shall hold retain the Deposit Stock Certificates and related Stock Power in escrow and until it shall dispose have received either of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as followsfollowing: (i) written instructions signed by Pledgor and Secured Party setting forth to Seller, upon completion of whom the Closing (which Stock Certificates and related Stock Power shall constitute a credit towards the Purchase Price)be delivered; or (ii) a final order of a court of competent jurisdiction setting forth to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, whom the Stock Certificates and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent related Stock Power shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partydelivered. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. 11.1 The Option Deposit shall be held in escrow by Escrow Agent. Escrow Agent shall is hereby appointed as Escrow Agent to hold and distribute the Option Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. terms hereof and Escrow Agent hereby acknowledges receipt of the Option Deposit and agrees to act in such capacity. 11.2 The Option Deposit shall be held in an interest bearing account and interest shall be added to and become part of the Option Deposit, and shall be paid to the party entitled to the Option Deposit (with interest credited to the Purchase Price). 11.3 Escrow Agent will deliver the Option Deposit to Seller Optionee or BuyerOwner, as the case may be, as followsupon the following terms and conditions: (ia) to Seller, To Owner upon completion the consummation of the Closing (which shall constitute a credit towards contemplated under the Purchase Price); and Sale Agreement, or (iib) to SellerTo Owner, after upon receipt of Seller’s demand in which Seller certifies either a written notice from Owner, stating that (A) Buyer has defaulted Owner is entitled under this AgreementAgreement to the Option Deposit and demanding payment of the same; provided, or (B) this Agreement has been otherwise terminated or cancelledhowever, and Seller is thereby entitled to receive the Deposit; but that Escrow Agent shall will not honor Seller's such demand until more not less than ten (10) days after the date on which Escrow Agent has given shall have delivered a copy of Seller Seller’s such notice and demand to BuyerOptionee, nor thereafter thereafter, if Escrow Agent received a Notice of Objection (defined below) from Buyer within during such ten (10) day period; , Escrow Agent shall have received written notice of objection from Optionee in accordance with the terms set forth below, or (iiic) to BuyerOptionee, after upon receipt of Buyer's demand in which Buyer certifies either a written notice from Optionee, stating that (A) Seller has defaulted Optionee is entitled under this AgreementAgreement to the return of the Option Deposit and demanding return of the same; provided, or (B) this Agreement has been otherwise terminated or cancelledhowever, and Buyer is thereby entitled to receive the Deposit; but that Escrow Agent shall will not honor Buyer's such demand until more not less than ten (10) days after the date on which Escrow Agent has given shall have delivered a copy of Buyer's such notice and demand to SellerOwner, nor thereafter thereafter, if Escrow Agent receives a Notice of Objection (defined below) from Seller within during such ten (10) day period, Escrow Agent shall have received written notice of objection from Owner in accordance with the terms set forth below. b. 11.4 Upon receipt of a written demand for the Option Deposit pursuant to the provisions of Section 11.3(b) or 11.3(c) above, Escrow Agent shall promptly deliver a copy thereof to the other party. The other party shall have the right to object to the delivery of the Option Deposit by delivery to and receipt by Escrow Agent of written notice of objection within ten (10) days after the delivery by Escrow Agent of such copy to the other party, but not thereafter. Upon receipt of such notice of objection, Escrow Agent shall promptly deliver a copy thereof to the party who made the written demand. 11.5 If Escrow Agent shall have received a notice of objection as provided above, within the time therein prescribed, or any disagreement or dispute shall arise between or among any of the parties hereto resulting in adverse claims and demands being made for the Option Deposit whether or not litigation has been instituted, then Escrow Agent shall continue to hold the Option Deposit subject to such adverse claims and Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with such claims or demand, and (i) in the event of any joint written direction from Owner and Optionee, Escrow Agent shall then disburse the Option Deposit 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 Option Deposit has been commenced, Escrow Agent may deposit the Option Deposit with the clerk of the court in which said litigation is pending, or (iii) Escrow Agent may (but shall not be required to) take such affirmative steps as it may, at its option, elect in order to substitute another impartial party reasonably acceptable to Owner and Optionee to hold the Option Deposit in accordance with this Agreement subject to such adverse claims including the commencement of an action for interpleader in a court of competent jurisdiction, the cost thereof to be borne by whichever of Owner and Optionee is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder. Owner and Optionee jointly and severally agree to reimburse Escrow Agent for any and all expenses incurred in the discharge of its duties under this Article, including, without limitation, reasonable attorneys’ fees (except to the extent resulting from Escrow Agent’s gross negligence or willful misconduct). Nothing herein, however, shall affect the liability of a defaulting party to another party for reimbursement of any amount paid to Escrow Agent under this Section 11.5. 11.6 It is expressly understood that Escrow Agent acts hereunder as an accommodation to Owner and Optionee and as depository only and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or for the form or execution of such instruments or for the identity, authority or right of any person executing or depositing the same, or for the terms and conditions of any instrument pursuant to which Escrow Agent or the parties may act. The Escrow Agent shall have no liability other than for its gross negligence or willful misconduct and shall, in all instances, act in accordance with the terms and provisions of this Agreement. 11.7 Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed in good faith by Escrow Agent to be genuine, and Escrow Agent, if acting in good faith, may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so. 11.8 In the event of a dispute between the parties regarding the disposition of the Deposit, Escrow Agent shall take one of the actions described in Section 11.5 above, and upon delivery of the Option Deposit in accordance therewith, Escrow Agent shall be relieved of all liability hereunder and liability, responsibility or obligation with respect to or arising out of the Deposit. Option Deposit and any and all of its obligations therefrom. 11.9 Escrow Agent shall deliver the Depositnot be liable or responsible for any failure, at the election refusal or inability of the party entitled depository bank to receive pay the same, by (i) a good, unendorsed certified check of Option Deposit at Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such partyAgent’s direction, or (iii) a bank wire transfer of immediately available funds for levies by taxing authorities based upon the taxpayer identification number used to an account designated by such partyestablish the applicable money market account. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The parties shall use reasonable commercial efforts to establish an escrow with a mutually agreeable escrow agent ("Escrow Agent Agent") by no later than thirty days following the Effective Date. The escrow shall hold the Deposit in escrow include all information available to Metawave which is reasonably necessary for Crown to design, develop and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyermanufacture and support, as applicable, the case may beSmartShare System, including but not limited to the design packages and documentation relating to the manufacturing processes (the "Design Package"), for the Prototypes, the Initial Commercial Products and the Products (including the SmartShare System and its components such as follows: (ithe Ancillary Products) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted be purchased by Crown from Metawave under this Agreement. The escrowed Design Packages shall be released to Crown for its use (on the terms and conditions set forth in that Design Package Escrow Agreement, the form of which is attached hereto as Exhibit F (the "Escrow Agreement")), in the event that Metawave has voluntarily filed for bankruptcy or (B) this Agreement has involuntarily been otherwise terminated placed in bankruptcy proceedings and if, at the time of such bankruptcy, the Products have been or cancelledare being manufactured, and Seller is thereby entitled Metawave does not continue to receive sell the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand Products and Ancillary Products to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted Crown as required under this Agreement. If, or (B) this Agreement has however, the Products and Ancillary Products have not been otherwise terminated or cancelledproduced prior to the time of such bankruptcy, and Buyer is thereby entitled the escrow shall be immediately released to receive Crown. Metawave shall deposit a Design Package with the Deposit; but Escrow Agent upon execution of the Escrow Agreement and thereafter update the Design Package on the first day of each subsequent calendar month until the first Tranche of Products in the Initial Order are delivered to Crown; provided, however, that if there are no updates to the Design Package since the immediately preceding monthly escrow deposit, Metawave shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given provide Crown with a copy of Buyer's demand written letter from an authorized officer attesting to Sellersuch fact, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) thereby relieving Metawave from Seller within such ten (10) day period. b. Upon its obligation to update the Design Package for the month in question only. Following the delivery of the Depositfirst Tranche of Products in the Initial Order, Metawave shall update the escrowed Design Packages as often as necessary, but in any event at least every six months, so that the escrow contains the most current version of the Design Packages for the Products and Ancillary Products to enable Crown to design, develop and manufacture, as applicable, such items for the uses contemplated in this Agreement; provided, however, that if there are no updates to the Design Package since the immediately preceding escrow deposit, Metawave shall provide Crown with a written letter from an authorized officer attesting to such fact, thereby relieving Metawave from its obligation to update the Design Package for the period in question only. If Crown exercises its right to effect the release of the Design Package pursuant to the Escrow Agreement, Metawave shall confirm in writing, within five days from the exercise of such right, that the escrowed version of the Design Package is the most current version of the Design Package or, if such escrowed version does not contain the most current version of the Design Package, Metawave shall provide the most current Design Package to the Escrow Agent shall be relieved of all liability hereunder and with respect within five days from such exercise. Metawave will grant to Crown a license to Metawave's Intellectual Property Rights to the Deposit. extent and under the conditions as set forth in the Design Package Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyAgreement. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. The respective rights of Eastern and the Employers Shareholders to $1,000,000 of Escrow Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance Holdback deposited with the following provisions: a. escrow agent under the Escrow Agent Agreement shall deliver the Deposit to Seller or Buyer, as the case may be, be as follows: (a) In the case of each indemnity claim for which an Eastern Indemnified Person is entitled to recover under Article VIII, Eastern shall be entitled to receive a distribution from the Escrow Holdback equal to the lesser of (i) to Seller, upon completion the amount of such indemnity claim and (ii) the then remaining balance of the Escrow Holdback held by the escrow agent under the Escrow Agreement. (b) On the first anniversary of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to SellerDate, after receipt each Employers Shareholder who has complied with Section 2.10 of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby shall be entitled to receive a distribution from the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Holdback equal to such Employers Shareholder’s Pro Rata Share of the amount, if any, by which the balance of the Escrow Agent has given a copy Holdback then held by the escrow agent under the Escrow Agreement exceeds the aggregate amount of Seller Seller’s demand all then pending indemnity claims made by Eastern Indemnified Persons for which such Persons are entitled to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; orrecover under Article VIII. (iiic) On any subsequent date on which the remaining balance of the Escrow Holdback then held by the escrow agent under the Escrow Agreement exceeds the aggregate unsatisfied amount of any then pending indemnity claims made by Eastern Indemnified Persons for which such Persons are entitled to Buyerrecover under Article VIII, after receipt each Employers Shareholder who has complied with Section 2.10 of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby shall be entitled to receive a distribution from the Deposit; but remaining balance of the Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy Holdback equal to such Employers Shareholder’s Pro Rata Share of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodexcess. b. Upon delivery (d) Each distributee of a distribution from the Escrow Holdback shall also be entitled to concurrently receive a pro-rata portion of the Deposit, interest or other earnings on the Escrow Agent shall be relieved of all liability hereunder and with respect Holdback that bears the same proportion to the Deposit. Escrow Agent shall deliver amount of such interest and other earnings then held by the Deposit, at escrow agent as such distribution bears to the election amount of the party Escrow Holdback held by the escrow agent immediately prior to such distribution. (e) All such distributions of the Escrow Holdback and related interest to which the Employers Shareholders are entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable shall be made to the order Shareholder Representative who shall in turn distribute the appropriate Pro Rata Share of such party, (ii) an unendorsed official bank or cashier's check payable distributions to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyeach Employers Shareholder. c. Upon receipt of (f) Whenever an Eastern Indemnified Person or the Employer Shareholders are entitled to a written demand distribution from Seller or Buyer under Section 16the Escrowed Amount, Escrow Agent Eastern and the Shareholder Representative shall send a copy of such demand to each cooperate with the other partyin promptly taking such action as required under the Escrow Agreement to cause the escrow agent to make such distribution. Within ten (10) days after In granting the date of receiving sameright to recover indemnity claims from the Escrow Holdback, but not thereafterthis Section 2.6 is intended to, and does, impose a real and definite restriction upon the other party may object to delivery of the Deposit to the party making such demand by giving Employers Shareholders and confer a notice of objection (a "specific economic benefit upon Eastern.

Escrow. The Escrow Agent shall hereby acknowledges receipt of the Xxxxxxx Money and agrees to hold the Deposit same in escrow until the completion of escrow or sooner termination of this Agreement and shall dispose of pay over and apply the Deposit only proceeds thereof in accordance with the following provisions: a. terms of this Agreement. If, for any reason, the completion of escrow does not occur and either party makes a written demand upon the Escrow Agent for payment of the Xxxxxxx Money, the Escrow Agent shall deliver give written notice to the Deposit other party of such demand. If the Escrow Agent does not receive a written objection from the other party to Seller the proposed payment within five (5) business days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such five (5) day period, or if for any reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Xxxxxxx Money until otherwise directed by written instructions from the parties to this Agreement or until a final judgment (beyond any applicable appeal period) by a Court of competent jurisdiction is rendered disposing of such Xxxxxxx Money. The Deed shall be delivered to Escrow Agent on or before March 31, 2001. Said Deed shall be released for recording after satisfaction of Buyer, as 's finance contingency and deposit of the case may be, as follows: (i) to Seller, upon balance of the cash due at completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand escrow in which Seller certifies either that (A) Buyer has defaulted under accordance with this Agreement, or (B) whereupon the deed and other closing documents shall be released for delivery and/or recording. Completion escrow for all purposes in this Agreement has been otherwise terminated or cancelledshall be deemed to have occurred upon the foregoing occurrences and the availability of Assumption Agreement between Seller, Buyer and Seller is thereby entitled to receive the Deposit; holder of the first mortgage for recording, but Escrow Agent shall not honor Seller's demand until more in no event later than ten (10) 15 days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt reversal or satisfaction of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, finance contingency. The Escrow Agent shall be relieved of all liability liable as a depository only and its duties hereunder and with respect are limited to the Depositsafekeeping of the Xxxxxxx Money and the delivery of same in accordance with the terms of this Agreement. The Escrow Agent shall deliver will not be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by any party to this Agreement, excepting such as may arise through or be caused by the DepositEscrow Agent's negligence or willful misconduct. In any action involving the parties, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Buyer acknowledges that Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partymay represent Seller. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. At the Effective Time, Parent shall withhold the Escrow Cash from the Closing Cash Consideration payable, in accordance with the Merger Consideration Certificate, to the Incentive Plan Representative (on behalf of the Incentive Plan Participants), the Company Stockholder and Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”). For the purposes of this Section 2.03, the Incentive Plan Representative and the Company Stockholder are together referred to as the “Escrow Participants.” Simultaneously with the execution and delivery of this Agreement, Parent, the Incentive Plan Representative (on behalf of the Incentive Plan Participants) and the Escrow Agent shall enter into an escrow agreement (the “Escrow Agreement”) which will provide the terms and conditions for the release of the Escrow Cash, along with any other amounts deposited with the Escrow Agent as security for the indemnification obligations of Article VIII pursuant to the terms of this Agreement (such amounts, together with the Escrow Cash, comprising the “Escrow Amount”), after the second anniversary of the Closing Date, subject to the terms of this Agreement and the Escrow Agreement. On the Closing Date, Parent shall cause the Escrow Cash to be deposited with the Escrow Agent. The Escrow Agent shall hold the Deposit in escrow Escrow Amount as security for the indemnification rights under Article VIII and pursuant to the terms of that certain letter agreement dated as of October 30, 2009 between Xxxxx Xxxxxxx and NetStreams, L.L.C. (the “Xxxxx Xxxxxxx Agreement”), amending that certain engagement letter between Xxxxx Xxxxxxx and NetStreams, L.L.C. dated February 2, 2009. The parties intend that, for tax purposes, the Escrow Cash shall dispose qualify for installment sale treatment under §453 of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion Code. A portion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall Cash will be relieved of all liability hereunder and with respect treated as imputed interest to the Deposit. Escrow Agent shall deliver extent required under the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyCode. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent This Agreement shall hold be effective at all times during the Deposit in escrow and shall dispose term ------ of the Deposit only Loan whether or not there are Escrow Funds held by PNC Bank hereunder. It is intended that Borrower will deposit: (a) all disbursements from the Lockbox Account (as defined in accordance the Security Agreement and Lockbox Agreement executed by Borrower contemporaneously herewith); and (b) all proceeds from any draw of the Letter of Credit (as defined in the Security Agreement for Letter of Credit executed by Borrower contemporaneously herewith); with PNC Bank to provide for the following provisions: a. Escrow payment of future customary and reasonable third party tenant improvement costs and expenses actually incurred by Borrower and customary and reasonable leasing commissions paid to an Independent Leasing Agent, all in connection with any Renewal Lease (the "Leasing ------- Matters"). An "Independent Leasing Agent" is a management or brokerage ------- ------------------------- company or other entity not owned or controlled, directly or indirectly, by Borrower; provided, however, that Hannay Investment Xxxxxxxxes is deemed an Independent Leasing Agent for purposes of receiving up to a 2% commission on a Renewal Lease. A "Renewal Lease" ------------- is any lease that is a renewal of or a replacement for any or all of the Property that was included in the lease of Blackboard Campuswide, Inc. in effect as of the closing of the Loan or at any time thereafter (the "Blackboard Campuswide Space"). Each Renewal Lease must be: (a) --------------------------- for any lease of 3,500 square feet or more, with a tenant approved by PNC Bank in its reasonable discretion, which approval shall deliver not be unreasonably withheld or delayed (PNC Bank agreeing that it shall be deemed to have approved a tenant if it has not responded to Borrower's request for such approval within 15 days after its receipt of Borrower's request for such approval); (b) for a term long enxxxx xx not cause the Deposit average lease term of all leases affecting the Property to Seller or Buyerbe less than three (3) years; and (c) contain terms such that the then applicable debt service coverage ratio for the Loan, as the case may bedetermined by PNC Bank in its sole discretion, as follows: (i) equals or exceeds 1.3x to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period1. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. 13.1. The parties hereto have mutually requested that the Escrow Agent shall hold act as escrow agent for the Deposit in escrow and shall dispose purpose of holding the Deposit only Xxxxxxx Money in accordance with the following provisions:terms of this Agreement. a. 13.2. The Xxxxxxx Money shall be deposited by the Escrow Agent in an interest bearing account approved by Purchaser. 13.3. The Xxxxxxx Money shall be released or delivered to the party entitled thereto pursuant to this Agreement with reasonable promptness after the Escrow Agent shall deliver have received notice from Seller and Purchaser authorizing release of the Deposit Xxxxxxx Money or the occurrence of the Closing, at which time the Xxxxxxx Money shall be paid to Seller and applied to the Purchase Price. (a) The Escrow Agent is to be considered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall not be responsible or Buyerliable in any manner whatsoever for the sufficiency, manner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. The Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may bebe and as required hereunder, as follows:without any necessity of verifying the authority therefor. (ib) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but The Escrow Agent shall not honor Seller's demand until more than ten (10) days after at any time be held liable for actions taken or omitted to be taken in good faith and without negligence. Seller and Purchaser agree to save and hold the Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if harmless and indemnify the Escrow Agent received a Notice from any loss and from any claims or demands arising out of Objection (defined below) its actions hereunder other than any claims or demands arising from Buyer within such ten (10) day period; orthe Escrow Agent's negligence or willful misconduct. (iiic) It is further understood by Seller and Purchaser that if, as a result of any disagreement between them or adverse demands and claims being made by any of them upon the Escrow Agent, or if the Escrow Agent otherwise shall become involved in litigation with respect to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent may deposit the Xxxxxxx Money with a court of competent jurisdiction and/or in accordance with the order of a court of competent jurisdiction and in any such event, Seller and Purchaser agree that they, jointly and severally, are and shall not honor Buyer's demand until more than ten (10) days after be liable to the Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if and shall reimburse the Escrow Agent receives on demand for all costs, expenses and reasonable counsel fees it shall incur or be compelled to pay by reason of any such litigation. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Escrow Agent pursuant to this Section 13.4, provided that any such advance by Seller or Purchaser as a Notice result of Objection (defined below) any dispute or litigation between them shall be without prejudice to its right to recover such amount as damages from Seller within such ten (10) day periodthe breaching party. b. Upon delivery of (d) In taking or omitting to take any action whatsoever hereunder, the Deposit, Escrow Agent shall be relieved protected in relying upon any notice, paper, or other document believed by it to be genuine, or upon evidence deemed by it to be sufficient, and in no event shall the Escrow Agent be liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of all liability negligence or bad faith. The Escrow Agent may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or permitted by it in good faith and without negligence in accordance with respect to the Depositadvice of such counsel. 13.5. Upon the satisfaction of the mutual obligations of the parties hereunder, the Escrow Agent shall deliver the Depositpromptly submit for recording or filing, as applicable, all appropriate instruments delivered to it at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyClosing. c. Upon receipt of a written demand from Seller or Buyer under Section 16, 13.6. The Escrow Agent shall send have no right or obligation to approve any amendment to this Agreement unless such amendment purports to affect the Escrow Agent's rights or obligations hereunder. 13.7. The Escrow Agent hereby agrees to serve as the "real estate reporting person" (as such term is defined in Section 6045(e) of the Code). This Agreement shall constitute a designation agreement, the name and address of the transferor and transferee of the transaction contemplated hereby as well as the name and address of the Escrow Agent appear in Section 14.1 hereof, and Seller, Purchaser and the Escrow Agent agree to retain a copy of such demand to this Agreement for a period of four years following the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery end of the Deposit to calendar year in which the party making such demand by giving a notice Closing occurs. The provisions of objection (a "this Section shall survive the Closing.

Escrow. (A) The obligations of Seller pursuant to Section 8.2 (the “Seller’s Indemnification”) shall be secured by deposit of the GPS Shares with a third party reasonably acceptable to Seller (“Escrow Agent”) for a period of twenty-five months from the Closing Date, it being understood that such deposit shall constitute a grant of a first priority security interest in the GPS Shares in favor of Buyer to secure the Seller’s Indemnification and that the Escrow Agent is acting as the agent of Buyer solely for purposes of perfecting such security interest. Such security interest shall automatically terminate with respect to any GPS Shares released from escrow upon the release of those Shares and Buyer shall promptly execute all such documents reasonably requested by Seller in order to evidence such termination. (B) In the event that the amount of a Loss under Section 8.2 has been finally determined (the “Offset Amount”), Buyer shall have the right to request the Escrow Agent to deliver to Buyer such portion of the GPS Shares, valued for this purpose at $0.12 per share, as necessary to cover such Offset Amount, it being agreed that such remedy is reasonable under the applicable provisions of the Uniform Commercial Code. Buyer shall simultaneously send written notice of the release request to the Escrow Agent and to Seller. Seller shall have 15 Business Days in which to send to the Escrow Agent its written objection to the release of the applicable GPS Shares. If Seller sends such written objection to the Escrow Agent within 15 Business Days, the Escrow Agent shall hold not release the Deposit in escrow applicable GPS Shares to Buyer unless and shall dispose until the Escrow Agent receives (a) a written notice executed by Seller and by Buyer authorizing the release of the Deposit only in accordance with GPS Shares to Buyer, or (b) a court order. In the following provisions: a. absence of a timely objection, the Escrow Agent shall deliver the Deposit applicable Shares to Seller or Buyer, as the case may be, as follows:. (iC) In determining the number of Target Shares subject to Sellerthe Repurchase Right, upon completion the percentage shall apply to and be based on the number of the Closing (which shall constitute a credit towards the Purchase Price); orGPS Shares remaining after any disposition pursuant to this Section. (iiD) Notwithstanding anything herein to Sellerthe contrary, after receipt for purposes of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreementdetermining the number of GPS Shares necessary to cover the Offset Amount, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy number of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent Shares shall be relieved of all liability hereunder and with respect equal to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, Offset Amount divided by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party$.12. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) The Escrow Agreement will provide for the Escrow Agent shall thereunder to hold the Deposit in escrow Escrowed Amount as security for the payment of any claims for Losses to which Buyer Indemnitees are entitled pursuant to Section 2.3(d), Section 5.3, Section 7.2 and shall dispose of the Deposit only Section 9.14, in accordance with the following provisions:terms of this Section 7.5 and subject to any limitations on claims set forth in this Article VII. Any claims for Losses pursuant to the preceding sentence shall be satisfied out of the amounts held in the Escrow Account generally regardless as to whether any individual Seller or all of the Sellers are obligated to make any such payment. a. (b) On the first anniversary of the Closing Date, all then remaining amounts held in the Escrow Account that exceed Six Million Dollars ($6,000,000), if any, shall be distributed to the Sellers in accordance with their individual Escrow Percentage, except the aggregate amount of then outstanding claims for Losses made by Buyer Indemnitees that have not been resolved and satisfied (if applicable) shall remain in the Escrow Account until such claims have been resolved and satisfied, and thereafter all remaining amounts that exceed Six Million Dollars ($6,000,000) shall be distributed to the Sellers in accordance with their individual Escrow Percentage. (c) On the third anniversary of the Closing Date, all then remaining amounts held in the Escrow Account, including interest and earnings thereon, shall be distributed to the Sellers in accordance with their individual Escrow Percentage, except the aggregate amount of then outstanding claims for Losses by Buyer Indemnitees that have not been resolved and satisfied (if applicable) shall remain in the Escrow Account until such claims have been resolved and satisfied, and thereafter all remaining amounts shall be distributed to the Sellers in accordance with each Seller’s Escrow Percentage. (d) To the extent that the Sellers do not reimburse any Buyer Indemnitee within five business days after notice from Buyer Indemnitee for any amounts to which such Buyer is entitled pursuant to Section 2.3(d), Section 5.3, Section 7.2 and Section 9.14, then such Buyer Indemnitee shall be entitled at any time and from time to time, to deliver to the Escrow Agent written notice (a “Escrow Claim Notice”) instructing the Escrow Agent to deliver to such Buyer Indemnitee such portion of the Escrowed Amount as shall satisfy its claim for the amount owed by the Sellers to Buyer Indemnitee (a “Escrow Claim”), which notice shall specify with particularity the nature and amount of the Escrow Claim, including the provision of this Agreement entitling such Buyer Indemnitee to such Escrow Claim. Any such Escrow Claim Notice provided by Buyer Indemnitee to the Escrow Agent shall also be simultaneously provided to the Sellers’ Representative. The Sellers’ Representative may within 10 business days after receiving an Escrow Claim Notice give written notice to Buyer Indemnitee and the Escrow Agent of any objection thereto (the “Objection Notice”), which notice shall specify with particularity the nature and basis for the Sellers’ objection. In the event that the Sellers’ Representative fails to timely deliver an Objection Notice, then Buyer and the Deposit Sellers’ Representative shall direct the Escrow Agent to Seller or Buyer, as the case may be, as follows: (i) disburse to Seller, upon completion Buyer Indemnitee such portion of the Closing (which Escrowed Amount as shall constitute a credit towards satisfy such Escrow Claim set forth in such Escrow Claim Notice. If the Purchase Price); or (ii) to SellerSellers’ Representative timely delivers an Objection Notice, then Buyer and the Sellers’ Representative shall promptly, and in any event within 30 business days after Buyer Indemnitee’s receipt of Seller’s demand the Objection Notice, meet to attempt to resolve any disputes with respect thereto. If Buyer and the Sellers’ Representative are unable to resolve a dispute, such dispute shall be resolved in which Seller certifies either that (A) Buyer has defaulted under accordance with the provisions set forth in Section 9.12. Except as otherwise provided in this Section 7.5, disbursements of the Escrowed Amount shall be governed by the Escrow Agreement. All fees, or (B) this Agreement has been otherwise terminated or cancelled, costs and Seller is thereby entitled to receive expenses of the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent Agreement shall deliver be paid 50% by Sellers from the Deposit, at the election of the party entitled to receive the same, Escrowed Amount and 50% by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyBuyer. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Escrow Agent will hold the Xxxxxxx Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event that prior to the expiration of the Evaluation Period, Purchaser elects to waive its right to allow this Agreement to automatically terminate at the end of the Evaluation Period as set forth in Section 5.3(c), the Xxxxxxx Money Deposit shall be non-refundable to Purchaser except in certain limited circumstances expressly set forth elsewhere in this Agreement, but shall be credited against the Purchase Price at the Closing. All interest earned on the Xxxxxxx Money Deposit shall be paid to and be for the benefit of Purchaser unless the Xxxxxxx Money Deposit is paid to Seller as liquidated damages pursuant to this Agreement. In the event this Agreement is allowed by Purchaser to automatically terminate at the expiration of the Evaluation Period, the Xxxxxxx Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser, without Seller having any right to dispute such return. In the event the Closing occurs, the Xxxxxxx Money Deposit will be released to Seller, and Purchaser shall receive all of the interest earned on the Xxxxxxx Money Deposit. In all other instances, Escrow Agent shall not release the Xxxxxxx Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Xxxxxxx Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the Xxxxxxx Money Deposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 00-0000000. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful breach or misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all other claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Xxxxxxx Money Deposit and the interest earned thereon (the "Escrowed Funds"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Deposit Escrowed Funds until otherwise directed in escrow a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall dispose of the Deposit only not be liable for any action taken, suffered or omitted by it in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows:advice of such counsel. (ic) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated unless requested to do so by Purchaser or cancelled, Seller and Buyer is thereby entitled indemnified to receive its satisfaction against the Deposit; but cost and expense of such defense. Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy be required to institute legal proceedings of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice any kind and shall have no responsibility for the genuineness or validity of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery any document or other item deposited with it or the collectability of the Deposit, any check delivered in connection with this Agreement. Escrow Agent shall be relieved of all liability fully protected in acting in accordance with any written instructions given to it hereunder and with respect believed by it to have been signed by the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyproper parties. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) As collateral security for the payment of any post-Closing adjustment to the Cash Purchase Price under Section 1.3, any indemnification obligations of the Stockholders pursuant to Article 8, or any "Purchase Price Refund" payable pursuant to Section 1.7(g), the Stockholders shall, and by execution hereof do, transfer to Xxxxxxx & Xxxxxxx, a Virginia professional corporation ("Escrow Agent") $150,000 of the Cash Purchase Price (the "Pledged Assets"). (b) The Pledged Assets shall be held by the Escrow Agent pursuant to the terms and conditions set forth in the Escrow Agreement ("Escrow Agreement") dated as of the date hereof by and among the Buyer, Stockholders and Escrow Agent. (c) The Pledged Assets shall be available to satisfy any post-Closing adjustment to the Cash Purchase Price pursuant to Section 1.3, any indemnification obligations of the Stockholders pursuant to Article 8 and any "Purchase Price Refund" payable pursuant to Section 1.7(g) until March 31, 1999 (the "Release Date"). Promptly following the Release Date, and subject to the specific terms and conditions of the Escrow Agreement, the Escrow Agent shall hold return or cause to be returned to the Deposit in escrow and shall dispose Stockholders the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the any post-Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect adjustment to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by Cash Purchase Price under Section 1.3 (i) a good, unendorsed certified check of Escrow Agent payable including any post-Closing adjustment to the order Cash Purchase Price that is subject to dispute under the terms and conditions of such partySection 1.3), (ii) an unendorsed official bank or cashier's check payable to the order of such partyany pending claim for indemnification made by any Indemnified Party (as defined in Article 8), or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery any indemnification obligations of the Deposit Stockholders pursuant to the party making such demand by giving a notice of objection Article 8, and (a "iv) any Purchase Price Refund payable pursuant to Section 1.7(g).

Escrow. Escrow Agent shall hold On the Deposit in escrow Closing Date and shall dispose pursuant to the terms of the Deposit only escrow agreement in the form of Exhibit E (the “Escrow Agreement”), Parent will withhold (i) the Escrow Cash, and (ii) the Escrow Stock (the Escrow Cash and the Escrow Stock being collectively referred to as the “Escrow Amount”), and deposit the Escrow Amount into an escrow account (the “Escrow Account”) to be held in trust by Deutsche Bank National Trust Company (the “Escrow Agent” and also the “Exchange Agent”) . The Escrow Amount then remaining in the Escrow Account will be released from the Escrow Account in accordance with the following provisionsterms of the Escrow Agreement. The Escrow Amount will be available as a source of funding to the Indemnified Parties for any Losses for which they are entitled to be indemnified pursuant to Article 6. Pursuant to the Escrow Agreement: a. (a) The shares of Escrow Stock will be issued to, and registered in, book entry form pursuant to a restricted CUSIP number in an account in the name of each Stockholder in proportion to each Stockholder’s Pro Rata Share, and for all purposes under this Agreement and the Escrow Agreement each share of Escrow Stock shall be deemed to have a value equal to the Parent Share Price. Each Stockholder shall be entitled to vote his, her or its shares in the escrow while such shares are in the escrow. (b) Any recovery by Parent of Losses from the Escrow Amount shall be made from the Escrow Stock and Escrow Cash in the same proportion that the Escrow Stock and the Escrow Cash respectively bear to the Escrow Amount (with each share of Escrow Stock being deemed to have a value equal to the Parent Share Price). (c) On the date that is twelve (12) months after the Closing Date (or, if such date is not a Business Day, then the first Business Day thereafter) (the “Escrow Release Date”), the Escrow Agent shall deliver release to the Deposit Exchange Agent for distribution to Seller or Buyerthe Stockholders, in accordance with their respective Pro Rata Shares, the Escrow Funds (as such term is defined in the case may be, as follows: (iEscrow Agreement) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that minus (A) Buyer has defaulted under this any Pending Claims Amount (as such term is defined in the Escrow Agreement) as of the Claim Termination Date, or minus (B) the aggregate Claimed Escrow Amounts (as such term is defined in the Escrow Agreement) paid to Parent, on behalf of any Indemnified Party, pursuant to this Agreement has been otherwise terminated or cancelledand the Escrow Agreement through the Claim Termination Date, and Seller is thereby entitled minus (C) the aggregate outstanding Claimed Escrow Amounts set forth in any Claim Certificates, which have not been paid to receive Parent, or contested by the Deposit; but Stockholder Representative pursuant to the terms of the Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery as of the Deposit, Claim Termination Date; plus (D) the Escrow Agent shall be relieved of all liability hereunder and with respect to Earnings (as such term is defined in the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyAgreement). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Of the Merger Consideration, (a) an amount equal to $8,000,000 (the “Escrow Amount”) and (b) an amount equal to the Securityholders’ Agent shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or BuyerFund, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, deposited by Parent at the election of the party entitled to receive the sameClosing, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds funds, into escrow pursuant to the terms of the escrow agreement by and among Parent, the Securityholders’ Agent and the Escrow Agent in the form attached hereto as Exhibit K (the “Escrow Agreement”) for the period commencing on the Closing Date and ending twenty-four (24) months thereafter (the “Escrow Period”) for the purpose of, with respect to the Escrow Amount, satisfying indemnification claims pursuant to Section 8 hereof and post-Closing adjustments to the Merger Consideration pursuant to Section 1.11 hereof. Each Effective Time Holder shall contribute to fifty percent (50%) of the Escrow Amount and one hundred percent (100%) of the Securityholders’ Agent Fund, each in proportion to such Effective Time Holder’s Pro Rata Share of the Merger Consideration, and the Management Participants shall contribute to fifty percent (50%) of the Escrow Amount (pursuant to the terms of the Transaction Bonus Plan), each in proportion to such Management Participant’s Pro Rata Share of the Transaction Bonus Plan Amount, all in the amounts set forth on the Payout Spreadsheet (such amounts, as to each Effective Time Holder, and the Management Participant in the aggregate, are sometimes referred to herein as the “Escrow Contribution” or the “Securityholders’ Agent Fund Contribution”, respectively). Upon the date ending twelve (12) months after the Closing Date (the “Initial Escrow Release Date”), an account designated by such party. c. Upon receipt amount equal to $2,000,000 minus the sum of a written demand from Seller or Buyer (A) any portion of the Escrow Amount previously released to the Indemnitees plus (B) the amount of all unresolved claims under Section 161.11 or Section 8, Escrow Agent if any, shall send a copy of such demand be distributed to the other partySecurityholders’ Agent, on behalf of each Effective Time Holder, and to Parent, on behalf of the Management Participants to be paid in accordance with the terms of the Transaction Bonus Plan, all based on their respective Escrow Contributions and in accordance with the terms of the Escrow Agreement. Within ten Upon the expiration of the Escrow Period (10or on such later date as is specified in the Escrow Agreement), the difference between (A) days the then remaining balance of the Escrow Amount (the “Remaining Escrow Amount”) minus (B) the amount of all unresolved claims under Section 1.11 or Section 8, if any, shall be distributed to the Securityholders’ Agent, on behalf of each Effective Time Holder, and to Parent, on behalf of the Management Participants to be paid in accordance with the terms of the Transaction Bonus Plan, all based on their respective Escrow Contributions and in accordance with the terms of the Escrow Agreement. Thereafter, after the date resolution of receiving sameall unresolved claims under Section 1.11 or Section 8, but not thereafterif any, the other party may object Remaining Escrow Amount shall be distributed to delivery the Securityholders’ Agent, on behalf of each Effective Time Holder, and to Parent, on behalf of the Deposit Management Participants to be paid in accordance with the terms of the Transaction Bonus Plan, all based on their respective Escrow Contributions and in accordance with the terms of the Escrow Agreement. Parent shall use reasonable efforts to cause the portion of the Escrow Amount attributable to amounts that are compensatory in exchange for services rendered to the party making Company (the “Compensation Portion”), subject to any applicable withholding Tax, to be structured in a manner so that under applicable Tax law, such demand by giving a notice amount is not subject to income Tax until distribution is made in accordance with the applicable terms of objection (a "the Escrow Agreement. Parent and the Company shall cause such structure to be reflected in the terms of the Escrow Agreement. In addition, any amount to be paid from the Escrow Amount attributable to the Compensation Portion of the Escrow Amount shall be administered and interpreted in accordance with Section 409A of the Code.

Escrow. On the Closing Date, the parties hereto and Wilmington Trust Company, a financial institution chartered under the laws of the State of Delaware with principal offices at 0000 Xxxxx Xxxxxx Xxxxxx, Mail Code 1625, Xxxxxxxxxx, Xxxxxxxx 00000, as escrow agent (the "Escrow Agent"), are executing and delivering an Escrow Agreement, in a form mutually acceptable to the Company and the Required Holders (as amended or modified from time to time, the "Escrow Agreement"), pursuant to which the fifteen million dollar ($15,000,000) Purchase Price (as defined below) of the Additional Notes (the "Escrow Funds") will be deposited into an interest bearing account with the Escrow Agent (the "Escrow Account"). Except as otherwise provided in this Section 4(r), any interest accrued in the Escrow Account shall hold be released by the Deposit in escrow Escrow Agent (A) from the Closing Date until the earlier to occur of (I) 90 days after the Closing Date and shall dispose (II) the Company Escrow Release Date, to the Buyers (on a pro rata basis based on the principal amount of the Deposit only Additional Notes issued to each of the Buyers) and (B) thereafter, to the Company, if any, in accordance with each case on a monthly basis from the following provisions: a. Escrow Agent shall deliver Account. Upon the Deposit to Seller or Buyer, as the case may be, as follows: later of (i) to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or Stockholder Approval Date and (ii) the Initial Effective Date, but only so long as no Event of Default (as defined in the Notes) has occurred or any event shall have occurred and be continuing that with the passage of time and the failure to Sellercure would result in an Event of Default (such date, after receipt of Seller’s demand in which Seller certifies either that the "Company Escrow Release Date"), the Company and the Buyer Representative (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (as defined below) from Buyer within such ten shall deliver to the Escrow Agent joint written instructions to release (10) day period; or (iiix) to Buyerthe Company the Escrow Funds and (y) to the Buyers (on a pro rata basis based on the principal amount of the Additional Notes issued to each of the Buyers) the remainder of the then current balance of the Escrow Account. Upon the occurrence of an Event of Default, after receipt of Buyer's demand in which the Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby Representative shall be entitled to receive direct the Deposit; but Escrow Agent to deliver to each Buyer the Event of Default Redemption Price (as defined in the Additional Notes) due and payable to such Buyer pursuant to the terms of the Additional Notes from the Escrow Funds (on a pro rata basis based on the principal amount of the Additional Notes issued to each of the Buyers). The Company shall maintain the Escrow Account for so long as any Additional Notes remain outstanding. If the Company Escrow Release Date has not honor Buyer's demand until more than ten occurred prior to the tenth (1010th) days calendar day after the Initial Effectiveness Deadline (as defined in the Registration Rights Agreement) (the "Buyer Escrow Release Date"), the Buyer Representative shall deliver to the Escrow Agent has given written instructions to release to the Buyers (on a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery pro rata basis based on the principal amount of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect Additional Notes issued to the Deposit. Escrow Agent shall deliver the Deposit, at the election each of the party entitled to receive Buyers) all amounts then on deposit in the same, by Escrow Account (i) a good, unendorsed certified check of the "Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyTermination Date"). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. a. The Parties have deposited or will cause to be deposited with Escrow Agent shall hold Specialists Inc., as Escrow Agent, the Deposit items described in escrow and shall dispose of the Deposit only in Schedule A attached hereto. In accordance with the following provisions: a. Services Agreement the funds received from Escrow Agent shall deliver the Deposit are to Seller or Buyer, as the case may be, as follows: (i) be distributed to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, The Client and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodERC Funding. b. Upon delivery of The Parties agree to distribute each check as they are received by the Deposit, Escrow Agent shall be relieved and not wait for the totality of all liability hereunder and with respect checks to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyarrive. c. Upon receipt Client understands that ERC Fundings’ fee is on the total Employee Retention Credit (“ERC”) Credit Amount issued by the IRS and that a portion or all of the Clients’ check(s) may be withheld for various reasons by the IRS. As a written demand result of this, the Parties agree that the first disbursement of funds shall be first to ERC Funding totaling the agreed upon Fee of the ERC Credit Amount and any monies thereafter will be sent to The Client, which if nothing was withheld from Seller the IRS for unpaid payroll taxes, or Buyer under Section 16otherwise held at the IRS’s discretion, should equate to the remainder of the ERC Credit Amount less our Fee. d. Escrow Agent shall send a copy or ERC Funding are not responsible for funds until it is actually received in the account of such demand Escrow Agent. e. In the event the IRS mails an ERC check(s) to the other party. Within ten (10) days after the date of receiving same, but business address and not thereafterEscrow Agent as intended, the other party Client agrees to immediately notify ERC Funding via email at xxxxxxx@xxxXxxxxxx.xx and forward the check to Escrow Agent within 3 business days. Mailing address for the Escrow Agent, LLC is: 000 Xxxx 0000 Xxxxx, Xxxxx 0, Xxxxx, XX 00000. Failure to do so constitutes a breach of contract and ERC Funding will notify the IRS to rescind the claim and/or pursue collection remedies. This may object to delivery of result in increased tax liability for the Deposit to the party making such demand Client. f. Any costs incurred from using Escrow Agent will be paid for by giving a notice of objection (a "ERC Funding.

Escrow. Escrow Agent 5.1.1 Provisions for escrow are covered under a separate agreement. Release triggers are limited to (i) a chapter 7 Bankruptcy filing (or similar state insolvency proceeding) which is filed by Licensor, (ii) a Chapter 7 bankruptcy filing (or similar state insolvency proceeding) which is filed by a party other than Licensor and which is not dismissed within forty-five (45) days of such filing, (iii) Licensor’s material breach which has not been cured within 30 days notice thereof to Licensor. If the Parties are unable to reach agreement on whether a material breach has occurred, the issue shall hold be submitted for resolution on an expedited basis to a single arbitrator selected by the Deposit in escrow and shall dispose of parties (or by the Deposit only American Arbitration Association (“AAA”) if the parties are unable to agree on an arbitrator) for resolution in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion Commercial Arbitration Rules of the Closing AAA. Each party will pay one half the arbitrator’s fees and expenses. In any such arbitration, each side will submit its position on the issue in a statement that will not exceed (which 10) ten pages in length. The parties shall constitute have an opportunity to present arguments and evidence at a credit towards hearing not to exceed three (3) days in length. The arbitrator shall choose between the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than two submitted positions within ten (10) days after Escrow Agent has given following the hearing and there shall be no requirement for a copy reasoned opinion. The arbitration proceedings and any decision of Seller Seller’s demand the arbitrators shall be confidential pursuant to Buyer, nor thereafter if Escrow Agent received a Notice Rule 408 of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt the Federal Rules of Buyer's demand Evidence. Any decision by the arbitrator shall be final and binding on the parties and may be entered in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy any court of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodcompetent jurisdiction. b. Upon delivery 5.1.2 The requirements of the Deposit, Escrow Agent non-solicitation provisions in Section 11.9 of Schedule A shall be relieved of all liability hereunder and waived with respect to Licensee, in the Deposit. Escrow Agent event of an escrow release to Licensee. 5.1.3 The obligation to make the initial escrow deposit shall deliver the Deposit, at the election become effective upon commercial launch of the party entitled first Service Bureau Customer or Sublicensee. This Schedule sets forth the amounts to receive be paid by Licensee to Licensor in connection with the sameLicenses, for real-time billing services. Additional services shall be covered by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyamendment if needed. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Company shall cause each Member listed on Schedule 7.3 to enter into the Escrow Agreement. (b) Parent shall enter into the Escrow Agreement. (c) At the Closing, Parent shall deposit with the Escrow Agent shall the Escrow Amount without the necessity of any action at such time on such Member's part. The Escrow Agent will hold the Deposit Escrow Amount for application or release as set forth in escrow this Agreement, the Indemnification agreement and the Escrow Agreement. The Escrow Amount shall dispose be available to compensate Parent and the Surviving Corporation and their respective affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including attorneys' fees and expenses, and expenses of investigation and defense (individually a "Loss" and collectively "Losses") incurred by Parent or the Deposit only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller Surviving Corporation, their respective officers, directors, or Buyer, affiliates as the case may be, as follows:a result of (i) to Sellerany breach of a representation or warranty of Company contained herein, upon completion of the Closing (which shall constitute a credit towards the Purchase Price); or or (ii) any failure by Company to Sellerperform or comply with any covenant contained herein. Parent and Company each acknowledge that such Losses, after receipt of Seller’s demand if any, would relate to unresolved contingencies existing at the Closing, which if resolved at the Closing would have led to a reduction in which Seller certifies either that the aggregate consideration paid to the Members by Parent. (Ad) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until release the Escrow Amount on the date that is 13 months after the Closing Date (the period from the Closing Date to such date, the "Escrow Period"); provided, however, that if one or more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement claims has been otherwise terminated made or cancelledis pending at the end of the Escrow Period, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after retain in the Escrow Agent has given Account shares of Parent Common Stock and Cash Amount that have a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect value equal to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order aggregate amount of such partypending claims, (ii) an unendorsed official bank or cashier's check payable to until such claims have been finally resolved as provided in the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyIndemnification Agreement. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At the Closing, Buyer will deposit into one or more escrow accounts (collectively, the “Escrow Account”) established for such purpose with the Escrow Agent shall hold pursuant to an escrow agreement by and among Buyer, Sellers, the Deposit Company, and the Escrow Agent, in escrow and shall dispose substantially the form attached hereto as Exhibit F (the “Escrow Agreement”), (i) $400,000 in cash by wire transfer to an account designated by the Escrow Agent (the “R&W Retention Escrow Amount”), to be held by the Escrow Agent to serve as a source of payment of Sellers’ retention obligations under the R&W Policy pursuant to Article VIII, (ii) $5,000,000 in cash by wire transfer to an account designated by the Escrow Agent (the “Indemnification Escrow Amount”), to be held by the Escrow Agent to serve as a source of payment of the Deposit only indemnification obligations of Sellers under Article VIII as described in accordance with Section 8.3, and (iii) $500,000 in cash by wire transfer to an account designated by the following provisions: a. Escrow Agent shall deliver (the Deposit “Working Capital Escrow Amount”), to Seller or Buyer, be held by the Escrow Agent as the case may befirst source of payment for any Closing Payment Decrease pursuant to Section 2.5(f). The R&W Retention Escrow Amount, the Indemnification Escrow Amount, and the Working Capital Escrow Amount will be released as follows: (i) The R&W Retention Escrow Amount shall be held by the Escrow Agent pursuant to Seller, upon completion the terms of the Escrow Agreement and (A) on the 12-month anniversary of the Closing Date, the remaining amount of the R&W Escrow Fund minus (which 1) $200,000 and (2) any pending claims made in compliance with this Agreement, shall constitute a credit towards be released to Sellers, and (B) on the Purchase Price); orthree-year anniversary of the Closing Date, the remaining amount of the R&W Retention Escrow Fund shall be released to Sellers, subject to reserves for any pending claims made in compliance with this Agreement. (ii) The Indemnification Escrow Amount shall be held by the Escrow Agent pursuant to Sellerthe terms of the Escrow Agreement and on the three-year anniversary of the Closing Date, after receipt the remaining amount of Seller’s demand the Indemnification Escrow Fund shall be released to Sellers, subject to reserves for any pending claims made in which Seller certifies either that (A) Buyer has defaulted under compliance with this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or. (iii) The Working Capital Escrow Amount shall be held by the Escrow Agent pursuant to Buyerthe terms of the Escrow Agreement and released upon the final determination of Final Net Working Capital and any related adjustments to the Closing Payment pursuant to Section 2.5. In the event that the Closing Payment Decrease exceeds the Working Capital Escrow Amount, after receipt Buyer shall recover any remaining amounts directly from Sellers. (b) The Sellers’ Representative and Buyer each agree to promptly take commercially reasonable actions (including executing and delivering joint written instructions to the Escrow Agent) requested by the other to effect releases of Buyer's demand the Working Capital Escrow Amount, the R&W Retention Escrow Amount, and Indemnification Escrow Amount from the Escrow Account, in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) each case in accordance with this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodAgreement. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. Escrow Agent shall hold At the Deposit Effective Time, Parent will deposit in escrow and shall dispose escrow, on a pro rata basis, certificates representing forty percent (40%) of the Deposit only Merger Shares, together with stock powers duly endorsed in blank (collectively, the "Escrow Shares "). The Escrow Shares shall be held as security for the indemnification obligations under Article XI pursuant to the provisions of an Indemnity and Escrow Agreement (the "Escrow Agreement") in the form of Exhibit C attached hereto. On the date which is 180 days after the Closing Date, if there are any Escrow Shares representing over 33.33% of the Merger Shares remaining in the Escrow Fund (less any Escrow Shares being held subject to an Indemnity Claim delivered by Parent in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion terms of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) Escrow Agreement on or prior to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) 180 days after the date of receiving sameClosing Date), but not thereaftersuch excess amount shall be distributed by the Escrow Agent to the Shareholders pursuant to the Escrow Agreement. With respect to those Shareholders who hold Option Shares that will be converted into Merger Shares that are part vested and part unvested, the other party may object to delivery unvested Merger Shares held by each such Shareholder will be used for Escrow Shares and, if at the Effective Time, less than forty percent (40%) of a Shareholder's Merger Shares are unvested, all of the Deposit unvested Merger Shares of such Shareholder will be used for Escrow Shares and that percentage of the vested Merger Shares of such Shareholder necessary to bring such Shareholder's Escrow Shares to the party making forty percent (40%) level will be delivered to the Escrow Agent by Parent. With respect to those Shareholders who are executing Employment and Non-Competition Agreements or Consulting and Non-Competition Agreements and who hold shares of Company Common Stock that will be converted into Merger Shares that are partially subject to forfeiture, the Merger Shares subject to forfeiture held by each such demand Shareholder will be used for Escrow Shares and, if at the Effective Time, less than forty percent (40%) of a Shareholder's Merger Shares are subject to forfeiture, all of such Merger Shares that are subject to forfeiture will be used for Escrow Shares and that percentage of the Merger Shares of such Shareholder that are not subject to forfeiture necessary to bring such Shareholder's Escrow Shares to the forty percent (40%) level will be delivered to the Escrow Agent by giving a notice of objection (a "Parent.

Escrow. (i) At the Effective Time, Parent, the Parent Subsidiary, Target, Kenneth G. Baritz and the Escrow Agent shall hold execuxx xxx xxxxxxx xx escrow agreement substantially in the Deposit in escrow and shall dispose form of the Deposit only in accordance attached Exhibit C (the "Escrow Agreement") under which a person mutually satisfactory to Parent, the Parent Subsidiary and Target shall act as escrow agent (the "Escrow Agent") with respect to the Parent Shares and other securities convertible into Parent Shares deposited with the following provisions: a. Escrow Agent Agent. Parent shall deliver deposit the Deposit to Seller or BuyerEscrow Amount with the Escrow Agent, as the case may be, as follows: (i) to Seller, upon completion of the Closing (which shall constitute a credit towards be withheld from the Purchase Price); orMerger Consideration as provided in Section 2(e) in connection with the indemnification obligations set forth in Section 7 below and the Indemnification Agreement. (ii) Subject to Sellerthe provisions of this Section 2(f), after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this the Escrow Agreement and the Indemnification Agreement, the Escrow Amount shall be paid to the Stockholders one year following the Effective Time, as reduced by the amount of any Material Adverse Effect the Parent, Parent Subsidiary or (B) this Agreement has been otherwise terminated Surviving Corporation may suffer based on, arising from or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer in connection with all claims for indemnification asserted in writing within such ten (10) day period; orone year period pursuant to the Indemnification Agreement that have not been fully resolved. (iii) to Buyer, after receipt For all purposes of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement and the Escrow Agreement, whenever Parent Shares shall be required to be delivered to satisfy an indemnity or (B) this contribution obligation of any Party hereto, each Parent Share shall be valued at the Closing Sales Price per Parent Share on the date when a notice asserting a claim under the Indemnification Agreement has been otherwise terminated is given pursuant thereto. In the event of any stock split, reverse stock split, stock combination or cancelledreclassification of the Parent Shares or any merger, and Buyer is thereby entitled consolidation or combination of Parent with any other entity or entities, the deemed value specified above for the Parent Shares shall be proportionally adjusted so that the deemed value of the Parent Shares after such event shall be the same as the deemed value of the Parent Shares prior to receive the Deposit; but Escrow Agent such event. All such adjustments shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day periodbe made successively. b. Upon delivery (iv) Kenneth G. Baritz and his representatives shall be exxxxxxx xx xxxxxct all of the Depositwork papers, Escrow Agent shall be relieved of all liability hereunder schedules and with respect other supporting documentation relating to the Deposit. Escrow Agent shall deliver the Deposit, at the election calculation of the party entitled any Material Adverse Effect pursuant to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partySection 2(f)(ii). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) At the Closing, Eight Hundred (800) shares of the Series H Preferred Stock otherwise issuable to McCormack at Closing (the "Escrow Shares") shall be registexxx xx xhe name of, and be deposited with an institution selected by Buyer with the reasonable consent of the Seller Representative, as escrow agent (the "Escrow Agent"), such deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit J. The Escrow Fund shall be available to compensate Buyer and Fonix pursuant to the indemnification obligations of the Sellers and McCormack as set forth in Section 8.2. The Escrow Fund shall xx xxx xnitial but not the exclusive recourse of the Buyer Indemnified Persons. (b) While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, McCormack will retain and will be able to exercise all othxx xxxxxents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Agent shall hold the Deposit Escrow Fund (or any then remaining portion thereof), subject to any earlier releases of any portion of the Escrow Fund pursuant to Section 8.7(f) below, in escrow until that date which shall be the earlier of (i) the date on which the Escrow Agent receives instructions to terminate the escrow and shall dispose distribute the Escrow Fund signed by each of Fonix, Buyer and McCormack, and (ii) the second anniversary of the Deposit only date ox xxxx Agreement (the "Termination Date"), provided, however, that if such termination is pursuant to clause (ii) above, the Escrow Agent shall continue to hold and not release after the Termination Date all or a portion of the Escrow Fund equal in accordance stated value to the dollar amount of any claim or claims described in any Officer's Certificate (as defined in Section 8.7(f) below) that is submitted but not resolved before the Termination Date (such amount being referred to as the "Disputed Claim Amount"). (d) Within three (3) business days after the Termination Date (the "Release Date"), the Escrow Agent shall release from escrow to McCormack all or any then remaining portion of the Escrow Xxxx, xxss the Disputed Claim Amount, if applicable. The Escrow Agent shall in all events release all of the remaining Escrow Fund (including the Disputed Claim Amount) on or before that date that shall be three (3) months after the Release Date (the "Disputed Claim Release Date") unless on or prior to the Disputed Claim Release Date, the parties to this Agreement (other than the Escrow Agent) shall have (i) resolved any dispute by settlement and provided the Escrow Agent with mutually executed delivery instructions with respect to the following provisions:portion of the Escrow Fund then held by the Escrow Agent, of (ii) any party shall have commenced a legal action or arbitration to resolve such dispute, in which case the Escrow Agent shall continue to hold any then remaining portion of the Escrow Fund (including the Disputed Claim Amount) until such action or arbitration is concluded. a. (e) The Escrow Fund, or any beneficial interest therein, may not be pledged, sold, assigned or transferred, including by operation of law, by McCormack or be taken or reached by any legal or equitable prxxxxx xx satisfaction of debt or other liability of McCormack, prior to the delivery to McCormack of the Escrow Fxxx xx xxe Escrow Agent as provided hereix. (f) Upon receipt by the Escrow Agent on or before the Termination Date of a certificate signed by any executive officer of Fonix or Buyer (an "Officer's Certificate") (i) stating that with respect to the indemnification obligations of the Sellers and McCormack pursuant to this Agreement, Damages exist, and (xx) xxxcifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid or became payable, and the nature of the misrepresentation, breach of warranty or covenant, or other claim to which such item is related, the Escrow Agent shall within two (2) Business Days deliver to McCormack a copy of the Officer's Certificate. No earlier than xxx (10) Business Days and no later than fifteen (15) Business Days after the originally delivery of the Officer's Certificate to the Escrow Agent, the Escrow Agent shall deliver to Fonix or Buyer (as specified in the Deposit to Seller or BuyerOfficer's Certificate) out of the escrow, as promptly as practicable, all or a portion of the case may beEscrow Fund having a value equal to the dollar amount of such Damages, as follows:unless prior to such delivery McCormack commences an action to prohibit such delivery, xx xxxxx case, the Escrow Agent shall continue to hold the amount of the claim set forth in the Officer's Certificate until such dispute is resolved. For the purpose of compensating Fonix for its Damages, Escrow Shares shall be valued at their stated value. (ig) The Escrow Agent shall have the authority to Sellereffect any transfer of Escrow Shares contemplated by the Escrow Agreement. Fonix will cooperate with the Escrow Agent in promptly issuing stock certificates to effect such transfers or replacement stock certificates for any portion of the Escrow Fund not transferred out of the escrow. (h) Notwithstanding anything to the contrary herein or in the Escrow Agreement, upon completion on the first anniversary of the Closing (which shall constitute a credit towards Date, the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten release and distribute to McCormack a total of Four Hundred (10400) days after Escrow Agent has given a copy Shares, proxxxxx xxat, as of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelleddate, and Buyer is thereby entitled giving effect to receive and after such distribution, the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand Fund continues to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect have deposited shares having sufficient stated value at least equal to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled amounts claimed under any Officer's Certificate submitted on or prior to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyrelease date. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) The Escrow Amount will be deposited by Purchaser at Closing and held in an escrow account managed by the Escrow Agent, pursuant to an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”) to be executed and delivered by Sellers, Purchaser and the Escrow Agent at Closing. The costs and fees to be charged by the Escrow Agent shall hold be shared equally between Purchaser and Sellers. The Escrow Amount shall be available to satisfy any indemnity claims made by, and determined in favor of, Purchaser pursuant to, and subject to the Deposit in escrow and shall dispose of terms of, Section 5.4 and/or ARTICLE VIII. (b) On the Deposit only in accordance with date that is twelve (12) months after the following provisions: a. Closing Date (the “First Anniversary Release Date”), the Escrow Agent shall deliver unconditionally release to Direct Seller (who shall disburse any amounts received for the Deposit to Seller or Buyer, as benefit of the case may be, as followsRelated Subsidiaries in the manner described in Section 1.5(c)(iii)) an amount equal to: (i) If, prior to Sellerthe First Anniversary Release Date, upon completion there has not been a Claim Final Resolution, (A) fifty percent (50%) of the Escrow Amount deposited by Purchaser at Closing on the Escrow Account, minus (B) any amounts previously released from the Escrow Account to Purchaser, minus (C) an amount (the “Pending Claim Amount”) equal to any then pending and unresolved claims for indemnification under Section 5.4 and ARTICLE VIII for which shall constitute a credit towards the Purchase Price)notice has been provided to Sellers in accordance with Section 5.4 and/or ARTICLE VIII, as applicable; or (ii) if, prior to Sellerthe First Anniversary Release Date, after receipt of Seller’s demand in which Seller certifies either that there has been a Claim Final Resolution, (A) Buyer has defaulted under this Agreementthe remainder of the Escrow Amount on the Escrow Account, or minus (B) this Agreement has been otherwise terminated any Pending Claim Amount. (c) Following a final and non-appealable conclusion, settlement or cancelledabandonment of the Identified Claim (a “Claim Final Resolution”) occurring on or after the First Anniversary Release Date, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand unconditionally release to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) Sellers an amount equal to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a goodthe remainder of the Escrow Amount on the Escrow Account, unendorsed certified check of Escrow Agent payable to the order of such party, minus (ii) an unendorsed official bank or cashier's check payable any Pending Claim Amount. (d) To the extent there is a Pending Claim Amount at the time of any release from the Escrow Account, such Pending Claim Amount shall be retained by the Escrow Agent in accordance with the Escrow Agreement until Final Determination of the amount of Loss relating to the order of claims to which such party, or amount relates (iii) a bank wire transfer of immediately available funds to an account designated by at which time such partyamount shall be disbursed in accordance with such Final Determination). c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. 15.1. The Escrow Agent shall hold and disburse the Deposit as provided in escrow and shall dispose of this Agreement. 15.2. If the Deposit only in accordance with Closing takes place, the following provisions: a. Escrow Agent shall deliver the Deposit Downpayment to, or upon the instructions of, Seller at the Closing, unless Purchaser shall wire to Seller Escrow Agent on or Buyer, as the case may be, as follows: (i) prior to Seller, upon completion of the Closing (which shall constitute a credit towards Date the full amount of the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted event, upon Closing, the Downpayment shall be returned to Purchaser. 15.3. If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this AgreementAgreement by reason of the failure of either party to comply with such party's obligations hereunder, or (B) this Agreement then the Escrow Agent shall pay the Downpayment, as set forth in a written notice to Escrow Agent from Seller and/or Purchaser, provided however, that if such written notice has not been otherwise terminated or cancelledjointly executed by both Seller and Purchaser, and Seller is thereby entitled to receive the Deposit; but then Escrow Agent shall not honor Seller's demand disburse any portion of the Downpayment until more than (a) Escrow Agent shall have provided ten (10) days after days' prior notice to both Seller and Purchaser of Escrow Agent's intention to disburse the Downpayment in accordance with the instructions set forth in the notice provided to Escrow Agent has given (which notice from Escrow Agent shall include a copy of the notice provided to Escrow Agent) and (b) neither Seller Seller’s demand nor Purchaser shall have objected to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within disbursement during such ten (10) day period. b. Upon delivery 15.4. It is agreed that; (i) the duties of the DepositEscrow Agent are only as herein specifically provided and are purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith; (ii) in the performance of its duties hereunder, the Escrow Agent shall be relieved 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; (iii) the Escrow Agent 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; (iv) the Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by it, Seller and Purchaser; (v) Seller and Purchaser shall jointly and severally reimburse and indemnify the 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 the Escrow Agent 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 reasonable costs and expenses of defending against any claim or liability hereunder arising out of or relating to this Agreement; (vi) Seller and Purchaser each hereby release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith without gross negligence or willful misconduct in the performance of its duties hereunder; and (vii) if requested by the Escrow Agent, Seller and Purchaser shall each execute Escrow Agent's standard form or escrow agreement provided that the terms thereof shall not be substantively inconsistent with the terms set forth in this Section 15. 15.5. The Escrow Agent is acting as a stake-holder only with respect to the DepositDownpayment. If there is any dispute as to whether the 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, the Escrow Agent shall deliver not be required to make any delivery, but in such event the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy hold the Downpayment until receipt by the 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, or, in the absence of such demand to authorization, the other partyEscrow Agent shall hold the Downpayment, until the final determination of the rights of the parties in an appropriate proceeding. Within ten If such written authorization is not given, or proceedings for such determination have not begun within ninety (1090) days after the date the Escrow Agent receives written notice of receiving samesuch dispute, and thereafter diligently continued, the Escrow Agent may, but is not thereafterrequired to, bring an appropriate action or proceeding for leave to deposit the other Downpayment in court, pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the party may object determined not to be entitled to the Downpayment, or if the Downpayment is split between the parties hereto, such costs of the Escrow Agent shall be split, PRO RATA, between Seller and Purchaser, based upon the amount of Downpayment received by each. Upon making delivery of the Downpayment, in the manner provided in this Agreement, the Escrow Agent shall have no further liability hereunder. 15.6. The Escrow Agent has executed this Agreement contract solely to confirm (i) receipt of the Deposit and (ii) that the Escrow Agent, upon receipt thereof, will hold the Downpayment in escrow, pursuant to the party making such demand by giving a notice provisions of objection (a "this Agreement.

Escrow. Escrow Agent shall hold Purchaser has paid to Auctioneer the Deposit in sum of $10,000 as a down payment (the “Xxxxxxx Money”), which Xxxxxxx Money is to be promptly deposited into Auctioneer’s escrow account when Agreement has been accepted by all parties hereto and shall dispose is to be applied as part payment of the Deposit purchase price at time of Closing. Seller and Purchaser hereto agree that Auctioneer may deposit the Xxxxxxx Money in an interest bearing escrow account in the name of Auctioneer or other escrow agent as designated by Auctioneer. The interest earned thereon shall be payable to the Auctioneer as compensation for monitoring said deposit and to defray costs incidental thereto. The Xxxxxxx Money shall be applied as part payment of purchase price of the Property at the Closing. The parties hereto understand and acknowledge that disbursement of moneys held by Auctioneer can occur only in accordance with the following provisions: a. Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, as follows: : (ia) to Seller, at Closing; (b) upon completion of the Closing written agreement signed by all parties having an interest in said funds; (which shall constitute a credit towards the Purchase Price)c) upon court order; or or (iid) to Seller, after receipt of Seller’s demand in which Seller certifies upon default by either that (A) Buyer has defaulted party under this Agreement, pursuant to the terms set forth in the section herein titled “Default and Remedies”. If any dispute arises between Purchaser and Seller as to the final disposition of all or part of the moneys, Auctioneer may, at his option, notify Purchaser and Seller in writing that Auctioneer is unable to resolve such dispute and may interplead all or any disputed part of the moneys into court, whereupon Auctioneer shall be entitled to be compensated by the party who does not prevail in the interpleader action for the costs and expenses, including Auctioneer’s commission and reasonable attorney’s fees incurred in filing said interpleader; or upon fifteen (B15) days written notice to the parties, Auctioneer may make a disbursal of the moneys upon a reasonable interpretation of this Agreement. In either event, the parties hereto shall thereafter make no claim against Auctioneer for said disputed moneys and shall not seek damages from Auctioneer by reason thereof or by reason of any other matter arising out of this Agreement or the transaction contemplated hereunder. Purchaser shall have until the date which is twenty-one (21) calendar days from the date of this Agreement (the “Title Objection Deadline”) in which to examine title to the Property and deliver to Seller a written statement of objections affecting the insurability of said title (the “Title Objection Notice”). Such written statement shall include documentation from a nationally-recognized title insurance company supporting the objections made by Purchaser. If Purchaser fails to deliver to Seller a Title Objection Notice on or before the Title Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters relating to title to the Property. Seller has been otherwise terminated no obligation to cure, or cancelledto attempt to cure, and any objection made in the Title Objection Notice. However, if Seller is thereby entitled chooses to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten satisfy any such objections, within three (103) calendar days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand the Title Objection Notice (the “Cure Response Deadline”), Seller will deliver to Purchaser a written statement of those objections that Seller is willing to seek to cure prior to the Closing Date (the “Cure Response Notice”). Seller shall be entitled to extend the Closing Date for up to thirty (30) days in which Buyer certifies either that (A) order to allow sufficient time to cure any objection. If Seller has defaulted under this Agreementfails to deliver to Purchaser a Response Notice by the Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Title Objection Notice. If Purchaser is dissatisfied with the Cure Response Notice, or if no Cure Response Notice is given by Seller, within three (B3) calendar days after receipt of the Cure Response Notice (the “Termination Notice Deadline”), Purchaser may, as its exclusive remedy, elect to terminate this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled by delivering to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order written notice of such party, termination (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. “Termination Notice”). Upon receipt of the Termination Notice, Seller shall direct Auctioneer to return the Xxxxxxx Money in full, without interest. If Purchaser fails to deliver to Seller a written demand from Seller or Buyer under Section 16Termination Notice by the Termination Notice Deadline, Escrow Agent Purchaser shall send a copy of such demand be deemed to have approved and irrevocably waived any objections to any matters relating to title to the other party. Within ten (10) days after the date of receiving sameProperty, but not thereaftersubject only to resolution, the other party may object to delivery if any, of the Deposit to objections as set forth in the party making such demand by giving a notice Cure Response Notice (or if no Cure Response Notice is tendered, without any resolution of objection (a "the objections).

Escrow. The Escrow Agent Amount delivered by the Purchaser at the Closing pursuant to the Escrow Agreement shall hold be held in an escrow fund (the Deposit in escrow “Escrow Fund”) and shall dispose serve as security for any post-closing adjustments pursuant to Sections 3.1(d) and 3.2(d) and the indemnification obligations of the Deposit only Company and the Sellers in Section 9. Releases from the Escrow Fund will be permitted in accordance with the terms and conditions of the Escrow Agreement. If there are no outstanding claims for indemnification by the Purchaser as of the date that is one (1) year following provisions: a. the Closing Date (the “Initial Escrow Release Date”), 50% of the Escrow Amount (less any amounts previously deducted to satisfy claims) shall be distributed by the Escrow Agent on such date to the Sellers in the proportions set forth as percentages opposite such Sellers’ names under the heading “Percentage of Escrow Distribution” in Exhibit A, representing the pro rata interest of each such Seller in the Escrow Fund (the “Escrow Distribution Schedule”). If there are no outstanding claims for indemnification by the Purchaser as of the date that is two (2) years following the Closing Date (the “Escrow Termination Date”), the balance of the Escrow Amount shall be distributed by the Escrow Agent on such date to the Sellers in the proportions set forth as percentages on the Escrow Distribution Schedule. If there are outstanding claims for indemnification by the Purchaser on the Escrow Termination Date, the Escrow Amount, less any amount subject to such outstanding claims, shall be distributed by the Escrow Agent on such date, to the Sellers in accordance with the Escrow Distribution Schedule; provided, that the remaining balance of the Escrow Amount shall be distributed to the Sellers in accordance with the Escrow Distribution Schedule upon final satisfaction of such outstanding claims in accordance with Section 9. Final distribution of the Escrow Fund shall be made net of any accrued fees and expenses then outstanding. If there is no Consideration remaining in the Escrow Fund, or if there is insufficient Consideration to effectuate the foregoing, after consultation with the Purchaser, the Seller Representative may deliver to the Deposit Escrow Agent a modified Escrow Distribution Schedule, which reallocates such fractions of shares as equitably as reasonably practicable amongst the Sellers. The distribution of the Escrow Amount comprised of Stock Consideration hereunder shall be made by way of transferring and delivering the corresponding number of shares of OCZ Common Stock to such account opened in the U.S. in such Seller’s name, or his, her or its agent’s name for the benefit of such Seller or Buyer, as all the case may be, as follows: Sellers (i) it being noted that such account shall be specified by the Sellers in the wire instructions provided to Seller, upon completion of the Closing (which shall constitute a credit towards the Purchase PricePurchaser); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelledif such account is not available, and Seller is thereby entitled directly to receive the Deposit; but Escrow Agent shall not honor each Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Deposit. Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "

Escrow. (a) Acquiror will withhold $3,600,000 of the Total Consideration (the “Base Escrow Amount”) that would otherwise be delivered to the Company Securityholders pursuant to this Agreement and will deliver such Base Escrow Amount to the Escrow Agent shall hold to be held by the Deposit in escrow Escrow Agent as security for the indemnification obligations under Article 8 and shall dispose pursuant to the provisions of the Deposit only Escrow Agreement in substantially the form attached hereto as Exhibit D (the “Escrow Agreement”) that is being entered into as of the Effective Time by Acquiror, the Escrow Agent, the Company and the Stockholders’ Agent. (b) In addition to the Base Escrow Amount, Acquiror will withhold an additional amount of the Total Consideration as set forth under the caption “Total Supplemental Escrow Amount” on Schedule 1.10(b) hereof (the “Supplemental Escrow Amount”) and will deliver such Supplemental Escrow Amount to the Escrow Agent to be held by the Escrow Agent as additional security for the indemnification obligations under Article 8 and pursuant to the provisions of the Escrow Agreement with respect to Damages resulting from any breach of Sections 2.3, 2.32, 2.34 and 3.1, and any Dissenting Share Payments pursuant to Section 1.9. Notwithstanding the foregoing, in the event that any Company Stockholder listed on Schedule 1.10(b) delivers its Stockholder Acknowledgement and Waiver prior to the Closing Date, then the Supplemental Escrow Amount shall be reduced by an amount equal to the value set forth opposite such Company Stockholder’s name on Schedule 1.10(b) under the caption “Supplemental Escrow Amount,” and the portion so reduced shall be included in the portion of the Total Consideration to be paid in accordance with Section 1.11. The aggregate Base Escrow Amount plus the following provisions: a. Supplemental Escrow Agent Amount shall deliver the Deposit be referred to Seller or Buyer, as the case may be, as follows:“Escrow Amount.” (ic) The Escrow Amount held in escrow to Seller, upon completion secure the indemnification obligations of the Closing (which shall constitute a credit towards Company Securityholders under the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Escrow Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect referred to as the Deposit. “Escrow Agent shall deliver the Deposit, at the election of the party entitled to receive the same, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such partyFund. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "”

Escrow. Level 8 may deposit the source code relating to the PCA Shell and Distributed Computing Substrate in a source code escrow account for the benefit of channel partners and end users pursuant to the terms of a source code escrow agreement ("Level 8 Source Code Escrow Agent Agreement"). The Level 8 Source Code Escrow Agreement shall hold state that in the Deposit in escrow and shall dispose event that Level 8 becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the Deposit only in accordance with appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise, prior to the release of source code to an end user and/or reseller, the following provisionsprocedure shall occur: a. Escrow Agent shall deliver Level 8 will provide Merrill Lynch with a list of all end users and resellers who have souxxx xxxe xxxxow rights; b. Merrill Lynch will decide whether or not they want to assume Levxx 0'x xxxxxaxxxx to provide Maintenance Services to each of its end users and resellers; c. In the Deposit event that Merrill Lynch determines that it will assume Level 8's obligation to Seller or Buyerxxxxxxx Xxxxxenance Services to each of Level 8's end users and/or resellers, as the case may be, as follows:and (i) said end users and/or resellers accept Merrill Lynch as the provider of said Maintenance Services, Level 8 sxxxx xxsxxx xts Maintenance Service obligations to SellerMerrill Lynch, upon completion in lieu of having the Closing source code released directly to xxx xxd xxxxs and resellers (and Merrill Lynch shall not be liable for any set-offs or claims which shall constitute a credit towards the Purchase Price); saxx xxx uxxxx and/or resellers may assert against Level 8), or (ii) to Sellersaid end users and/or resellers reject Merrill Lynch as the provider of said Maintenance Services, after receipt the end uxxxx xxd xxxxllers shall each pay Merrill Lynch a one time, lump sum payment of Seller’s demand in which Seller certifies either that One Million Dollars (A$1,000,000) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive xx secure the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery release of the Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to source code under the Deposit. Escrow Agent shall deliver the Deposit, at the election terms of the party entitled Level 8 Source Code Escrow Agreement; and d. In the event that Merrill Lynch decides not to receive assume Level 8's obligation to provide Mxxxxxxxnxx Xxrvices to its end users or resellers, then the same, by (i) a good, unendorsed certified check of Escrow Agent payable source code will be delivered to said end users and resellers based on the order of such party, (ii) an unendorsed official bank or cashier's check payable to the order of such party, or (iii) a bank wire transfer of immediately available funds to an account designated by such party. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery terms of the Deposit to the party making such demand by giving a notice of objection (a Level 8 Source Code Escrow Agreement."

Escrow. At the Effective Time, ten percent (10%) of the sum of the Merger Shares and Stock Options (collectively, the "Escrow Deposit") shall be delivered to the Escrow Agent, to be held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date 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 shall hold the Deposit in escrow and shall dispose of the Deposit only in accordance with an Escrow Agreement in the following provisions: a. form attached hereto as Exhibit C. For the purpose of any claim against the Escrow Agent shall deliver Deposit hereunder, the Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion value per share of the Closing (which shall constitute a credit towards the Purchase Price); or (ii) to Seller, after receipt of Seller’s demand in which Seller certifies either that (A) Buyer has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Seller is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller Seller’s demand to Buyer, nor thereafter if Escrow Agent received a Notice of Objection (defined below) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, or (B) this Agreement has been otherwise terminated or cancelled, and Buyer is thereby entitled to receive the Deposit; but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller, nor thereafter if Escrow Agent receives a Notice of Objection (defined below) from Seller within such ten (10) day period. b. Upon delivery of the Deposit, Escrow Agent Deposit shall be relieved of all liability hereunder and deemed to be the Closing Market Price (less the exercise price therefore with respect to the DepositStock Options). Escrow Agent shall deliver Except with respect to claims based on fraud committed by the DepositCompany or the Equityholders, at which are not limited, if the election Closing occurs, Parent agrees that Parent's sole and exclusive remedy and recourse against the Equityholders under this Agreement for Losses attributable to any inaccuracy or breach of any representation or warranty of the party entitled Company or the Equityholders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto other than Losses arising under Section 13.5 and from breaches of the representations and warranties set forth in Sections 3.4, 3.9 and 3.11 (the "Covered Representations") shall be against the Escrow Deposit held in escrow pursuant to receive the sameEscrow Agreement. Notwithstanding anything herein to the contrary, by except as provided under Section 13.5 and in the next sentences, (i) a good, unendorsed certified check of Escrow Agent payable the Equityholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses to the order Parent and the Company exceed $25,000 (the "Basket"), at which point the Equityholders shall be liable for the full amount of such partyall Losses, and (ii) an unendorsed official bank or cashier's check payable the maximum aggregate liability of the Equityholders hereunder shall not exceed the value (determined by reference to the order Closing Market Price) of such partythe Escrow Deposit (the "Maximum Indemnification"). With respect to indemnification claims arising under Section 12.1(i) from any inaccuracy in or breach of any Covered Representations, or for Sections 12.1(ii), (iii) a bank wire transfer or (iv) of immediately available funds to an account designated by such partythis Article XII, neither the Basket nor the Maximum Indemnification limitation shall apply. c. Upon receipt of a written demand from Seller or Buyer under Section 16, Escrow Agent shall send a copy of such demand to the other party. Within ten (10) days after the date of receiving same, but not thereafter, the other party may object to delivery of the Deposit to the party making such demand by giving a notice of objection (a "