Common use of Establishment of Escrow Clause in Contracts

Establishment of Escrow. Immediately following the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following the Effective Time, and in accordance (a) Contemporaneously with the terms of Closing, HoldCo shall cause the Merger Agreement, Purchaser shall issue and deliver Company to deposit the Escrowed Shares to a special escrow account established by Bonus Escrow Deposit with the Escrow Agent on behalf of Purchaser and the Investors and the Major Stockholder Representative for shall cause the benefit of the Stockholders (the “General Escrow Account”). The Escrowed Shares shall Deposit to be represented by one or more stock certificates registered in the name of deposited with the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stockinto separate accounts, and the Escrow Agent shall promptly acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof)funds so deposited. The Bonus Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow AccountDeposit, together with any further shares that may be deposited in the Escrow Account by Purchaser all interest, dividends and other income earned with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereofrespect thereto, shall be referred to herein as the “Bonus Escrow Fund.” The General Escrow Deposit, together with all interest, dividends and other income earned with respect thereto, shall be referred to herein as the “General Escrow Fund.” The Escrow Agent agrees to administer the disposition of each of the Bonus Escrow Fund and the General Escrow Fund in accordance with the terms and conditions of this Escrow Agreement. The Bonus Escrow Fund and the General Escrow Fund shall each be segregated on the books and records of the Escrow Agent from each other and from the other assets of the Escrow Agent and Agent, the Bonus Escrow Fund shall be held by the Escrow Agent in trust for the benefit of Purchaser the Participants under the Company Retention Bonus Plan, a copy of which is attached hereto as Exhibit A (the “Plan”), provided however that the Participants shall not be, and shall not have any rights as, third-party beneficiaries of this Escrow Agreement and the Stockholders Escrow Agent shall have no liability of any kind whatsoever to the Participants, and the General Escrow Fund shall be held by the Escrow Agent for the benefit of the Investors and the Major Stockholder in accordance with the terms and conditions of this Escrow Agreement. The Bonus Escrow Fund and the General Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall each be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Escrow Agreement. The Escrow Parties acknowledge that the sums held in escrow hereunder may be reduced from time to time during the term hereof pursuant to the terms of this Agreement. Accordingly, the terms “Bonus Escrow Fund” and “General Escrow Fund” shall refer both to the Bonus Escrow Deposit and the General Escrow Deposit, respectively, and to such lesser amounts as may be held pursuant hereto at any point during the term hereof.

Establishment of Escrow. Immediately following Contemporaneously with the Effective Timeexecution and delivery of this Agreement, Buyer will deposit (and the Shareholders consent to the deposit of) (i) the cash portion of the Escrow Deposit with Escrow Agent, and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative will deposit such funds in an interest bearing deposit account, to be held in trust by Escrow Agent for the benefit of Buyer and the Stockholders Shareholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more , and (ii) stock certificates (accompanied by ten (10) sets of appropriate stock powers executed by the Shareholders in blank with signature guaranteed by a national banking institution or New York Stock Exchange member firm) representing an aggregate of 333,333 shares of Buyer Common Stock registered in the name of the Escrow Agent or its nomineeShareholders (the “Escrowed Shares”) in such individual amounts as set forth on Attachment 1 hereto. Upon its receipt of certificates representing such shares of Purchaser Common Stockthe Escrow Deposit, the Escrow Agent shall acknowledge in writing receipt of such certificates provide to Purchaser Buyer and the Stockholder RepresentativeShareholders a written receipt therefor. Any securities of Purchaser issued or distributed in respect of or in exchange for any of Unless and until the Escrowed SharesShares are delivered to Buyer as its absolute property pursuant to this Agreement, whether by way of stock dividends, stock splits or otherwise, the Shareholders shall be issued in entitled to vote the name of the Escrow Agent or its nomineeEscrowed Shares and to all dividends thereon, and which shall be delivered to the Escrow Agent, who shall hold such securities in with all cash dividends being held as part of the Escrow Account (such and all stock dividends being held as part of the Escrowed Shares. Any common stock or other securities being considered distributed with respect to the Escrowed Shares for as a result of a dividend, stock split, recapitalization, reclassification or similar transaction shall be delivered to the purposes hereof)Escrow Agent and held as part of the Escrowed Shares. The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares cash held in the Escrow Account, together with including any further shares that may be deposited interest or earnings received in respect thereof, and the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereofEscrowed Shares, less any shares released from the Escrow Account and/or cancelled, as the case may be, amounts of cash and Escrowed Shares distributed from time to time in accordance with Section 6 5 hereof, shall be referred to herein collectively as the “Escrow Fund.” The Escrow Agent shall execute and deliver to each Shareholder all Proxy Statements, form of proxies or other instruments which it receives in order to give effect to the foregoing voting rights. Escrow Agent agrees to administer the disposition of the Escrow Fund strictly in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on At the books Buyer’s option, the Buyer may deposit (and records of the Shareholders consent to the deposit of) the Earnout Payment with the Escrow Agent from (and Escrow Agent will further deposit the other assets cash portion of such deposit in the Escrow Account and the stock portion of such deposit as part of the Escrowed Shares) to be held in trust by the Escrow Agent for the benefit of Buyer and the Shareholders, at any time (1) it maintains an obligation under the Merger Agreement to pay such Earnout Payment to the Shareholders, (2) the Buyer has previously made an Escrow Claim (as defined in Section 5(a)) prior to the Expiration Date (as defined in Section 7.3(a) of the Merger Agreement) and (3) the Claimed Amount (as hereinafter defined) of such claims is greater than the amount or value of the remaining Escrow Fund. To the extent the Claimed Amount equals or exceeds the amount of the Earnout Payment, the Buyer shall be permitted to deposit the entire Earnout Payment with the Escrow Agent. If, however, the Claimed Amount is less than the Earnout Payment, the Buyer shall be permitted to deposit the amount of the Earnout Payment equal to the Claimed Amount with the Escrow Agent and the difference shall be held paid directly by the Buyer to the Shareholders as provided in the Merger Agreement. Buyer agrees to deliver an Escrow Claim (as hereinafter defined) to the Shareholders and Escrow Agent at the same time it delivers the Earnout Payment (or any portion thereof) to the Escrow Agent hereunder, to the extent that an Escrow Claim has not previously been submitted in connection therewith. Each such Escrow Claim shall contain all of the same information specified in Section 5(a) below. Upon its receipt of the Earnout Payment (or any portion thereof), Escrow Agent shall provide to Buyer and the Shareholders a written receipt therefor. Once deposited by the Escrow Agent in trust for the benefit of Purchaser and Escrow Account and/or the Stockholders in accordance with Escrowed Shares, as the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any liencase may be, attachment, trustee process the Earnout Payment (or any other judicial process of any creditor of any party heretoportion thereof) shall be, and shall be held and disbursed solely for the purposes treated as part of, the Escrow Fund for all purposes hereunder and this Agreement shall apply in accordance with the terms same manner and conditions of, this Agreementto the same extent as if the Earnout Payment were part of the original Escrow Deposit.

Establishment of Escrow. Immediately following At the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser Parent shall issue and deliver the Escrowed Escrow Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser Parent and the Stockholder Representative for the benefit of the Company Stockholders (the “Escrow Account”). The Escrowed Escrow Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Parent Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser Parent and the Stockholder Representative. Any securities of Purchaser issued Parent or any other issuer distributed in respect of or in exchange for any of the Escrowed Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Escrow Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Escrow Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Escrow Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser Parent and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelleddisbursed to Parent, as the case may be, from time to time in accordance with Section Sections 6 and 7 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser Parent and the Company Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following the Effective Time, A. Buyer and in accordance with the terms of the Merger Agreement, Purchaser Seller both hereby acknowledge and agree that Escrow Agent shall issue hold and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser Xxxxxxx Money Deposit and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that all other deposits which may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund made under this Agreement in accordance with the terms and conditions of this Agreement. The Agreement and that Escrow Fund Agent shall be segregated on relieved of all liability and held harmless by both Seller and Buyer in the books and records of the event Escrow Agent from the other assets makes any disbursement of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders such monies in accordance with the terms and conditions provisions of this Agreement. The Escrow Fund Agent shall be relieved from any responsibility or liability and held harmless by both Buyer and Seller in connection with the discharge of any of Escrow Agent’s duties hereunder provided that Escrow Agent exercises ordinary and reasonable care in the discharge of such duties. In the event of any dispute between the Buyer and Seller as to the disbursement of such deposit(s), Escrow Agent shall have the right to deliver the deposit(s) into the registry of a court of competent jurisdiction and, upon such delivery, Escrow Agent shall be discharged from any and all further obligations and liabilities hereunder. B. If the deposit(s) is to be placed in an interest-bearing account, it shall be placed in an interest-bearing account of a federally insured financial institution. All interest earned on the deposit(s) shall belong to the party to whom the deposit(s) are disbursed unless the Buyer defaults, in which event all interest earned on the deposit(s) shall belong to the Seller. Buyer’s federal tax identification number shall be supplied to Escrow Agent. Escrow Agent shall not be subject obligated to place the deposit(s) in an interest-bearing account unless requested to do so by Buyer and until the Escrow Agent has been provided with Buyer’s federal tax identification number. Escrow Agent shall not be responsible for any lienfluctuations in interest rate paid on the deposit(s) or for penalties due to early withdrawal. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR BUYER AND THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING BUYER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS CONTRACT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementAND SELLER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING.

Establishment of Escrow. Immediately following (i) On the Effective TimeClosing Date, and in accordance with to provide funds for the terms partial satisfaction of any claims for indemnification made by a Purchaser Indemnified Party pursuant to Article XII of the Merger Purchase Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit deposit Xxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (USD$2,550,000) of the Stockholders Purchase Price to which the Selling Parties are entitled pursuant to Section 3.1 of the Purchase Agreement (the “Escrow AccountAmount”) with the Escrow Agent. Such deposit shall constitute an escrow fund (the “Escrow Fund”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust escrow subject to the terms and conditions set forth herein and in the Purchase Agreement. The Purchaser shall pay all costs and fees of the Escrow Agent in connection with this Escrow Agreement, as set forth on the Escrow Fee Schedule attached hereto as Exhibit A (the “Fee Schedule”). (ii) The Escrow Amount shall be retained in the Escrow Fund until released pursuant to Section 3(a)(iii) below. During the period in which the Escrow Amount is retained in the Escrow Fund, it will be held for the benefit of the Selling Parties, and such Selling Parties shall be entitled to receive the economic benefit of any interest paid with respect to the Escrow Amount (less any applicable withholding tax) until it has been determined conclusively that a Purchaser and Indemnified Party is entitled to retain the Stockholders Escrow Amount in accordance with respect of indemnification claims pursuant to Article XII of the terms and conditions Purchase Agreement (it being understood that any interest shall continue to be held in the Escrow Account for the benefit of this Agreement. The the Selling Parties). (iii) Within five (5) Business Days following the fifteen (15) month anniversary of the Closing Date, the Escrow Agent shall distribute to the Selling Parties any remaining cash in the Escrow Fund less an amount of cash which the Escrow Agent shall not be subject retain equal to any lienthe aggregate amount of indemnification claims made by the Purchaser Indemnified Parties pursuant to Section 3(b) hereof which are outstanding and unresolved as of such date (the “Aggregate Outstanding Claims”), attachmentor, trustee process or any other judicial process of any creditor of any party heretoin the event that the Aggregate Outstanding Claims exceed the remaining Escrow Amount, and shall be held and disbursed solely for all remaining cash in the purposes of, and in accordance with the terms and conditions of, this AgreementEscrow Fund.

Establishment of Escrow. Immediately 1.1 Simultaneously with the execution of this Agreement, the following shall occur, all of which shall be acknowledged by Buyer, Sellers, Security Agent and the Effective TimeEscrow Agent. (a) Each of Buyer, Sellers and Security Agent appoints the Escrow Agent to hold the Escrowed Shares (defined below) solely in accordance with the terms herein. The Escrow Agent accepts this appointment and agrees to accept and hold the Escrowed Shares solely in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent this agreement. (b) Buyer on behalf of Purchaser and the Stockholder Representative Sellers, will deposit with the Escrow Agent, all of the Initial Escrowed Shares evidenced by a duly authorized stock certificate for the benefit of the Stockholders (the “Escrow Account”). The Initial Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nomineeSellers along with a stock power executed in blank. Upon receipt of certificates representing such Any shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates Quixote capital stock attributable to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed SharesShares that results from any stock dividend, whether by way of stock dividendsreclassification, stock splits split, subdivision or otherwisecombination of shares, shall be issued in the name of the Escrow Agent recapitalization, merger or its nominee, and other events generally made with respect to Quixote Common Shares (“Additional Shares”) shall be delivered to the Escrow Agent, who Agent along with stock powers executed in blank and shall hold such securities be held in the Escrow Account (such securities being considered and, as required under this Agreement, shall be released from the Escrow Account). Unless otherwise indicated, as used in this Agreement, the term “Escrowed Shares” includes the Initial Escrowed Shares for the purposes hereof)and any Additional Shares. The Escrow Agent agrees to accept delivery of the Escrowed Shares and to hold such Escrowed Shares in Escrow in accordance with this Agreement and to release the Escrowed Shares out of Escrow as provided in this Agreement. At the direction of the Security Agent, the Escrow Agent will transfer, as soon as reasonably practicable, such shares into the Escrow Agent’s name. The Buyer, Sellers and Security Agent agree that the Escrow Agent, in connection with the stock deposited pursuant to this Section 1.1, shall have (i) no responsibility to monitor the value of the stock; (ii) no responsibility to collect dividends; (iii) no responsibility to sell or compel issuance otherwise trade the stock, but shall otherwise deliver the stock on written instructions only; and, (iv) no responsibility to ensure the legality of any the registration of the stock. (c) The Escrow Agent shall maintain the Escrowed Shares in its namea separate account with that account number and name as identified in Schedule A to this Agreement (such account and any successor account, the “Escrow Account”) and the Escrow Agent shall not change such account number or name without prior notice to and consent of the Buyer and the Security Agent. The Escrow Agent does not have any interest in the Escrowed Shares deposited under this Agreement, but is serving as a securities intermediary and escrow holder only and only has possession of the Escrowed Shares. (d) Any cash dividends, dividends payable in property or other distributions of any kind (other than Additional Shares which shall merely hold such shares as are delivered, as provided herein. The be treated in accordance with Section 1.1(a)) made in respect of the Escrowed Shares held in shall be distributed currently to the Escrow Account, together with any further shares that may be Security Agent. (e) The Sellers shall have the right to vote the Escrowed Shares deposited in the Escrow Account by Purchaser during such time that the Escrowed Shares are held in Escrow, subject to the terms of the Standstill Agreement dated December 10, 2003 between Quixote Corporation and with any cashPeek Corporation (the “Standstill Agreement”), securities or other property deposited and Buyer shall take all steps necessary to allow the exercise of such rights. While the Escrowed Shares remain in the Escrow Account in accordance with Section 4(c) hereofAgent’s possession pursuant to this Agreement, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, Sellers will retain and shall be referred able to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition exercise all other incidents of ownership of the Escrow Fund in accordance Escrowed Shares that are not inconsistent with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on , the books and records of Standstill Agreement, the Escrow Agent from Asset Purchase Agreement or the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions Security Agreement. (f) For purposes of this Agreement. The Escrow Fund shall not be subject to any lien, attachment“Quixote Common Shares” means shares of the common stock of Quixote Corporation, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement$0.01 2/3 par value per share.

Establishment of Escrow. Immediately following Seller and Buyer will concurrently herewith establish an escrow (the Effective Time"Escrow") with National Title Company, 000 Xxxx Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx ("Escrow Agent") for the purpose of consummating the purchase and in accordance with the terms sale of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special Purchased Assets. The escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders instructions (the “"Escrow Account”). The Escrowed Shares Instructions") shall be represented upon such form as is normally used by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance a copy of which is attached hereto as Exhibit "D" and incorporated herein by reference; provided, however, that any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with conflict between the terms and conditions provisions of said Escrow Instructions and the terms and provisions of this Agreement shall be resolved in favor of this Agreement. The Escrow Fund fees charged by Escrow Agent shall be segregated divided equally between Buyer and Seller. Other costs of Closing, including, without limitation, a policy of tide insurance requested by Buyer and the Nevada real property transfer tax (but not including attorneys' fees or other professional fees) shall be borne by Buyer. The following taxes, charges and payments ("Charges") shall be prorated as normally done in Xxxxx County, Nevada on the books a per diem basis and records apportioned between Seller and Buyer as of the Escrow Agent from date of Closing: real property, personal property, use, intangible taxes, utility charges, rental or lease charges, license fees, general assessments imposed with respect to the other assets Purchased Assets, employee payrolls and insurance premiums. Seller shall be liable for that portion of the Charges relating to, or arising in respect of, periods on or prior to the Closing Date, and Buyer shall be liable for that portion of the Charges relating to, or arising in respect of, any period after the Closing Date. Seller shall deposit with Escrow Agent and shall Agent, to be held by the Escrow Agent until the Closing, executed documents necessary to convey Seller's interest in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject Purchased Assets to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementBuyer.

Establishment of Escrow. Immediately following (a) Pursuant to the Effective TimeAgreement, at Closing, Parent shall, on behalf of the holders of the capital stock of the Company immediately prior to the effective time of the Merger (the “Former Stockholders”), deposit with Escrow Agent (i) shares of Parent Common Stock with the Escrow Agent (the “Indemnity Fund”), and (ii) shares of Parent Common Stock with the Escrow Agent (the “Expense Fund”). The Indemnity Fund and the Expense Fund shall be collectively referred to as the “Escrow Fund”. (b) The parties hereby designate and appoint Escrow Agent to serve in accordance with the terms terms, conditions and provisions of the Merger this Escrow Agreement, Purchaser shall issue and deliver the Escrowed Shares Escrow Agent hereby agrees to a special act as escrow account established by agent and to hold, safeguard, invest and disburse the Escrow Agent on behalf Fund, pursuant to the terms and conditions hereof. (c) Cash dividends, if any, and any shares of Purchaser and the Stockholder Representative for the benefit of the Stockholders Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) (the “New Shares”) in respect of shares of Parent Common Stock in the Escrow Account”). The Escrowed Shares Fund which have not been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall not be added to the Escrow Fund but shall be represented by one or more stock certificates registered distributed to the Former Stockholders in proportion to their Pro Rata Interest (as defined herein) in the name Escrow Fund. (d) Voting and granting consents with respect to shares of Parent Common Stock in the Escrow Fund shall be as determined by the Stockholders’ Representative in his absolute discretion. (e) To the extent that any portion of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common StockFund constitutes cash, the Escrow Agent shall acknowledge in writing receipt of invest and reinvest such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition cash portion of the Escrow Fund at the joint written instructions of the Parent Indemnified Parties’ Representative and the Stockholders’ Representative. In the absence of joint written directions from the Parent Indemnified Parties’ Representative and the Stockholders’ Representative, any cash in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent invested in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreementa U.S. Bank Money Market account. The joint written instructions shall specify that the Escrow Fund shall not be subject to invested in any lien, attachment, trustee process one or combination of the following: (a) readily marketable direct obligations of the Government of the United States or any other judicial process agency or instrumentality thereof or readily marketable obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) insured certificates of deposit, of or time deposits with, any commercial bank that issues commercial paper (rated as described in clause (c) below), is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1 billion, (c) commercial paper issued by any corporation organized under the laws of any creditor State of any party heretothe United States, and rated at least “Prime-1” (or then equivalent grade) by Xxxxx’x Investors Services, Inc. or “A-1” (or then equivalent grade) by Standard & Poors, Inc. or (d) money market funds that invest solely in direct obligations of the U.S. government. (f) For purposes of this Escrow Agreement, “Pro Rata Interest” for each Former Stockholder shall be held and disbursed solely for mean the purposes of, and interest determined by dividing the number of shares of Parent Common Stock issued to such Former Stockholder in accordance with the terms and conditions of, this AgreementMerger by the total number of shares of Parent Common Stock issued in the Merger.

Establishment of Escrow. Immediately following the Effective Time, and in accordance (a) Simultaneously with the terms execution and delivery of the Merger this Agreement, Purchaser the Class 5 Plan Consideration Cash Out Option Funder shall issue and deliver the Escrowed Shares to a special escrow account established by deposit with the Escrow Agent on behalf of Purchaser and an amount equal to the Stockholder Representative for Funding Amount (as defined in the benefit of the Stockholders Commitment Letter) (the “Initial Deposit”) by wire transfer of immediately available funds to the account of the Escrow AccountAgent referenced in Schedule C (as increased by any earnings thereon and any Incremental Funding Amounts (as defined in the Commitment Letter) and as reduced by any disbursements and amounts withdrawn, the “Escrow Fund”). The Escrowed Shares parties hereto acknowledge and agree that the Escrow Funds shall be represented by one or more stock certificates registered remain property of the Class 5 Plan Consideration Cash Out Option Funder until such time as such Escrow Funds are disbursed in accordance with this Agreement. For the name avoidance of doubt, none of the Escrow Funds is property of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account Company. (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(cb) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be invested in a [segregated on money market account at commercial bank with capital exceeding $500,000,000], which account shall be (i) separate and apart from the books Escrow Agent’s general operating funds and records from any other funds subject to any lien or any cash collateral arrangements and (ii) maintained for the sole purpose of holding the Escrow Funds to fund the Class 5 Plan Consideration Cash Out Option in accordance with the Plan. Such Escrow Funds shall remain invested in such money market account and shall be used for no other purpose until disbursed in accordance with this Agreement. (c) The Escrow Agent agrees that such property shall not be property of the Escrow Agent, and the Escrow Agent shall segregate such property from the other assets all property of the Escrow Agent and shall xxxx its books and records and otherwise identify the Escrow Funds as being held in connection with this Agreement. No investment shall be held made in any instrument or security that has a maturity of greater than [six (6) months]. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to the Company or the Class 5 Plan Consideration Cash Out Funder, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds permitted or required hereunder, provided, however, that the Escrow Agent shall promptly reinvest any funds not disbursed in the manner permitted by the Agreement. All investment earnings shall become part of the Escrow Funds. The parties hereto hereby acknowledge and agree that any and all interest or other income accrued or earned on the Escrow Fund (i) shall be deemed to be part of the Escrow Funds, (ii) shall be the property of the Class 5 Plan Consideration Cash Out Option Funder (and not the Company or the Escrow Agent), (iii) shall not increase the amount of funds available for distribution to Eligible Allowed Class 5 Claim Holders that elected the Class 5 Plan Consideration Cash Out Option and (iv) shall be disbursed to the Class 5 Plan Consideration Cash Out Option Funder upon termination of this Agreement (whether pursuant to a Joint Written Direction or upon written notice from the Company in accordance with Section 4(d) below). Neither the Escrow Agent nor the Class 5 Plan Consideration Cash Out Option Funder shall be liable or responsible for any loss in the value of any investment made pursuant to this Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrow Funds whether such investment was made in accordance with a Joint Written Direction or in the absence of a Joint Written Direction but otherwise in accordance with Section 3 hereof. With respect to any Escrow Funds received by the Escrow Agent in trust for after ten o’clock, a.m., Eastern time, the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund Agent shall not be subject required to invest such funds or to effect any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely investment instruction until the next day upon which banks in New York are open for the purposes of, and in accordance with the terms and conditions of, this Agreementbusiness.

Establishment of Escrow. Immediately following the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares (a) Genmar has delivered to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit Escrow Agent acknowledges receipt of the Stockholders [____________] shares of Genmar common stock, par value $.01 per share (the “Escrow Account”)"Recapitalization Shares") in the form of a single stock certificate. The Escrowed Recapitalization Shares shall be represented by one or more stock certificates registered held in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued escrow in the name of the Escrow Agent or its nominee, subject to the terms and conditions set forth herein. The Recapitalization Shares and any and all shares of the common stock of Genmar or other securities declared and paid as a dividend or other distribution on or with respect to the Recapitalization Shares and any cash provided in substitution for such shares pursuant to Section 7 or 10 of the Plan of Recapitalization (together, the Recapitalization Shares and any such additional shares or cash, the "Escrow Shares") shall be and become part of the escrow deposit hereunder. Unless and until the Escrow Shares are returned to Genmar or delivered to the Recipients pursuant to the terms of this Agreement, each Recipient shall have the right to direct the Escrow Agent, who shall hold such securities Agent in writing to vote the Escrow Shares allocated to a sub-Escrow Account (as defined below) in respect of such securities being considered Escrowed Recipient; PROVIDED that Genmar and not such Recipient shall have the right to vote any such Escrow Shares for allocated to such sub-Escrow Account if Genmar has not yet instructed the purposes hereofEscrow Agreement to release some Escrow Shares allocable to such Recipient in any sub-Escrow Account pursuant to the closing of a transaction between Genmar and such Recipient as described in the Plan of Recapitalization. The Escrow Agent must vote the Escrow Shares according to the instructions of such Recipient or Genmar (as applicable) and may not vote the Escrow Shares without the instruction of such Recipient or Genmar (as applicable). (b) The Escrow Agent shall establish four accounts (the "Escrow Accounts") as described in the Plan of Recapitalization: the Post-Closing Vessel Account, the Purchase Price Calculation Account, the Indemnity Account, and the Collar Account. The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares further establish sub-accounts in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the each Escrow Account (a "sub-Escrow Account, together with any further shares that may be deposited ") for the account of each Recipient as indicated in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” SCHEDULE 1. The Escrow Agent agrees to administer shall initially place in each sub-Escrow Account the disposition number of the Escrow Fund Shares as are designated in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party SCHEDULE 3 hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following (a) Holdings and Franchisee hereby appoint Escrow Agent and Escrow Agent accepts appointment and agrees to act as escrow agent and to hold, safeguard and disburse the Effective Time, and in accordance with Escrow Fund pursuant to the terms and conditions hereof. (b) On or before the Closing Date, Holdings is depositing with Escrow Agent Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Escrow Fund”). Following the deposit of the Merger AgreementEscrow Fund by Holdings, Purchaser shall issue and deliver the Escrowed Shares Escrow Agent is hereby directed by Franchisee to a special escrow account established by invest the Escrow Agent on behalf of Purchaser Fund, including interest and the Stockholder Representative income earnings, for the benefit of the Stockholders Franchisee in a First American Trust Interest Bearing Savings Account (the “IBA”) or a successor investment offered by Escrow Account”). The Escrowed Shares Agent and jointly instructed in writing by Franchisee and Holdings and as shall be represented by one or more stock certificates registered in the name of the reasonably acceptable to Escrow Agent. Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities will provide compensation on balances in the Escrow Account (Fund at the applicable rate for such securities being considered Escrowed Shares for the purposes hereof)account/investment. The Escrow Agent shall have no responsibility the right to monitor or compel issuance of liquidate any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares investments held in the order to provide funds necessary to make required payments under this Escrow AccountAgreement. (c) Receipt, together with any further shares that may be deposited in the Escrow Account by Purchaser investment and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition reinvestment of the Escrow Fund shall be confirmed by Escrow Agent as soon as practicable by account statement to Franchisee and Holdings, and any discrepancies in accordance with any such account statement shall be noted by parties to Escrow Agent within thirty (30) calendar days after receipt thereof. Failure to inform Escrow Agent in writing of any discrepancies in any such account statement within said thirty (30) day period shall conclusively be deemed confirmation of the terms and conditions accuracy of such account statement in its entirety. (d) In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 1 hereto (“Schedule 1”), and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be made by joint written instruction executed by an authorized signatory of Holdings and Franchisee, a list of such authorized signatories is set forth on Schedule 1. Funds transfers contemplated by Section 3 shall be made to accounts designated by Franchisee in writing (the written instruction of Holdings not required for such transfer instructions). If Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 1, Escrow Agent shall not be required to make any disbursements until such representative has been contacted. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Agent. Escrow Agent and shall be held the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Holdings or Franchisee to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such written instructions, even when its use may result in trust for a person other than the benefit beneficiary being paid, or the transfer of Purchaser and funds to a bank other than the Stockholders in accordance with the terms and conditions of this Agreementbeneficiary’s bank or an intermediary bank designated. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementparties acknowledge that these security procedures are commercially reasonable.

Establishment of Escrow. Immediately following the Merger Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser Parent shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser Parent and the Stockholder Representative for the benefit of the Company Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Parent Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser Parent and the Stockholder Representative. Any securities of Purchaser Parent issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser Parent and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser Parent and the Company Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following At the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser CombinatoRx shall issue and deliver the Escrowed Escrow Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser CombinatoRx and the Stockholder Representative for the benefit of the Neuromed Stockholders (the “Escrow Account”). The Escrowed Escrow Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser CombinatoRx Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser CombinatoRx and the Stockholder Representative. Any securities of Purchaser issued CombinatoRx or any other issuer distributed in respect of or in exchange for any of the Escrowed Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Escrow Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Escrow Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Escrow Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser CombinatoRx and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser CombinatoRx and the Neuromed Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following At the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser Parent shall issue and deliver the Escrowed Escrow Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser Parent and the Stockholder Representative for the benefit of the Company Stockholders (the “Escrow Account”). The Escrowed Shares Escrow Shares, which may be delivered to the Escrow Agent in either certificated or book-entry form, shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stockthe Escrow Shares, the Escrow Agent shall acknowledge such receipt in writing receipt of such certificates to Purchaser Parent and the Stockholder Representative. Any securities of Purchaser issued Parent or any other issuer distributed in respect of or in exchange for any of the Escrowed Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Escrow Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Escrow Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Escrow Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser Parent and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelleddisbursed to Parent, as the case may be, from time to time in accordance with Section Sections 6 and 7 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser Parent and the Company Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following (a) On or prior to the Effective Timedate hereof, Buyer shall, in accordance with the terms and conditions of the Purchase Agreement, cause the Closing Amount to be deposited with the Escrow Agent. Subject to the terms and conditions of the Purchaser Agreement, after the date hereof, Buyer shall cause to be deposited with the Escrow Agent the Earnout Escrow Amount, if any, and the Distribution Amounts, if any. Buyer and Seller Representative shall jointly designate whether any amounts deposited after the date hereof constitute a payment of the Earnout Escrow Amount or a Distribution Amount in accordance with the terms of the Merger Purchase Agreement. Escrow Agent shall, Purchaser upon request of the Escrow Parties or Seller Representative, or any of them, promptly acknowledge to the Escrow Parties or Seller Representative, or any of them, receipt of any funds so deposited. On or prior to the date hereof, each of the Escrow Parties shall issue and deliver the Escrowed Shares one fully executed original of this Agreement to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stockaccordance with Section 12 below, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered with a copy to the Escrow Agent, who shall hold such securities in ’s attorney. (b) The Escrow Amount and all additional amounts now or hereafter deposited with the Escrow Account (such securities being considered Escrowed Shares for Agent other than the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow AccountDistribution Amounts, together with any further shares that may be deposited in the Escrow Account by Purchaser all interest and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereofincome earned, shall be referred to herein collectively as the “Escrow Fund.” The Escrow Agent agrees Parties acknowledge that the sum held in escrow hereunder may be reduced from time to administer time during the disposition of the Escrow Fund in accordance with term hereof pursuant to the terms and conditions of this Agreement. Accordingly, the term “Escrow Fund” shall refer both to the aggregate amounts of the Closing Amount and the Earnout Escrow Amount and to such lesser or greater amount as may be held pursuant hereto at any point during the term hereof, as the case may be, but shall not include the Distribution Amounts. The Escrow Fund term “Distribution Amounts” shall be segregated include all interest and other income earned on the books amounts designated by Buyer and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementSeller Representative as Distribution Amounts as provided herein.

Establishment of Escrow. Immediately Within three Trading Days following the Effective TimeClosing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,669,398 shares of the Company’s Common Stock (the "Escrow Shares"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, "Transfer Agent" means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understand and agree that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the Securities Purchase Agreement and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of the Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such 2008 Make Good Shares and 2009 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Make Good Pledgor hereby irrevocably agrees that, other than in accordance with the terms Section 4.11 of the Merger Securities Purchase Agreement and this Make Good Agreement, Purchaser shall issue and deliver the Escrowed Shares Make Good Pledgor will not offer, pledge, sell, contract to a special escrow account established by sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the Escrow Agent on behalf offering of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name any of the Escrow Agent Shares (including any securities convertible into, or its nomineeexchangeable for, or representing the rights to receive Escrow Shares). Upon receipt of certificates representing such shares of Purchaser Common StockIn furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent shall acknowledge in writing receipt of such certificates to Purchaser the stop order and the Stockholder Representative. Any securities of Purchaser issued restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by any Make Good Pledgor to resell or distributed in respect of or in exchange for transfer any of Escrow Shares before the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of date the Escrow Agent or its nominee, and shall Shares that should be delivered to the Escrow AgentInvestors are delivered to the Investors or returned to the Make Good Pledgor, who shall hold such securities or otherwise in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance violation of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition 4.11 of the Escrow Fund in accordance with the terms Securities Purchase Agreement and conditions of this Make Good Agreement. The Escrow Fund Company shall be segregated on notify the books Investors as soon as the 2008 Make Good Shares and records of 2009 Make Good Shares have been deposited with the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementAgent.

Establishment of Escrow. Immediately following (a) Escrow Agent is hereby appointed and agrees to act as Escrow Agent and to hold, administer and distribute the Effective TimeEscrow Assets (as hereinafter defined) pursuant to this Agreement. For purposes of this Agreement, “Escrow Assets” means 20,000 shares of Preferred Stock to be delivered as Merger Consideration and any income or other earnings or distributions on such assets. If the Majority Stockholders’ Representative elects to convert the Preferred Stock currently held in the escrow account (“Escrow Account”) into shares of common stock of Digital Angel, $0.005 par value per share (“Common Stock”) in accordance with the terms conversion rights of holders of the Preferred Stock, then such shares of Common Stock shall replace the converted Preferred Stock and become Escrow Assets. (b) The Majority Stockholders (“Indemnifying Party”) have agreed in Article XII of the Merger Agreement to indemnify and hold harmless Digital Angel and DA Acquisition (collectively, the “Indemnified Party”) from and against specified Liabilities and Losses. The Escrow Assets will be collateral and security for the indemnity obligation of the Indemnifying Party, in the manner provided in Article XII of the Merger Agreement and this Agreement. Promptly after the receipt by the Indemnified Party of notice of any claim, damage or legal action or proceeding giving rise to indemnification rights under the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Indemnified Party will give Majority Stockholders’ Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt written notice of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued claim, damage, legal action or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account proceeding (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account a “Claim”) in accordance with Section 4(c5 hereof. (c) hereofNo Escrow Assets or any beneficial interest therein may be pledged, less sold, assigned or transferred, including by operation of law, by a Majority Stockholder or be taken or reached by any shares released from legal or equitable process in satisfaction of any debt or other liability of a Majority Stockholder (other than such Majority Stockholder’s obligations under the Escrow Account and/or cancelledMerger Agreement or this Agreement), as prior to the case may be, from time delivery to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition such Majority Stockholder of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held Assets by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementAgent.

Establishment of Escrow. Immediately following (1) At the Effective Time, the Securityholders shall be deemed to have received and in accordance deposited with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent Shares (plus any additional shares as may be issued upon any stock split, stock dividend or its nomineerecapitalization effected by LodgeNet with respect to the Escrow Shares after the Effective Time), without any act of any Securityholder. Upon receipt of certificates representing such shares of Purchaser Common StockAs soon as practicable after the Effective Time, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall Shares will be issued in the name of the Escrow Agent or its nominee, and shall be delivered to deposited with the Escrow Agent, who shall hold such securities in deposit to constitute an escrow fund (the "Escrow Account (such securities being considered Escrowed Shares for the purposes hereofFund"). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in escrow subject to the terms and conditions set forth herein and in the Merger Agreement, including, without limitation, the terms and conditions of Exhibit D thereto. (2) The Escrow Agent shall hold and safeguard the Escrow Fund until the Escrow Disbursement Date (as defined below), shall treat such fund as a trust for the benefit of Purchaser and the Stockholders fund in accordance with the terms and conditions of this AgreementAgreement and not as the property of LodgeNet and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (3) Any shares of LodgeNet Common Stock or other securities issued or distributed by LodgeNet (including shares issued upon a stock split, stock dividend or recapitalization) in respect of shares of XxxxxXxx Xxxxxx Stock in the Escrow Fund at the time of issuance or distribution shall be added to the Escrow Fund and become a part thereof. The Cash dividends on shares of LodgeNet Common Stock in the Escrow Fund shall not be subject added to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and the Escrow Fund but shall be held distributed to the recordholders thereof. (4) Each Securityholder shall have voting rights with respect to the shares of LodgeNet Common Stock contributed to the Escrow Fund on behalf of such Securityholder (and disbursed solely for on any voting securities added to the purposes of, and Escrow Fund in accordance with the terms and conditions of, this Agreementrespect of such shares of LodgeNet Common Stock).

Establishment of Escrow. Immediately following the Effective Time, and in accordance with the terms Pursuant to Section 4.2(d) of the Merger Agreement, Purchaser shall issue and deliver Parent has delivered to the Escrowed Shares to a special escrow account established by the Special Escrow Fund Agent on behalf of Purchaser and the Stockholder Representative for the benefit Special Escrow Fund Agent acknowledges receipt of the Stockholders (Special Escrow Shares in the “Escrow Account”). The Escrowed Shares shall be represented by one or more form of stock certificates registered in the name of Xxxx & Co. as nominee for the Special Escrow Agent or its nomineeFund Agent. Upon receipt The name and address of certificates representing such shares of Purchaser Common Stockeach Shareholder, the number of Special Escrow Shares initially being deposited on each Shareholder's behalf and (if applicable) the taxpayer identification of each Shareholder are set forth in ANNEX A attached hereto. The Special Escrow Fund Agent shall acknowledge in writing receipt of such certificates to Purchaser and hold the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Special Escrow Shares, whether by way of stock dividendsand any dividends or other distributions on the Special Escrow Shares and other securities or property into which the Special Escrow Shares may be converted or reclassified into or exchanged for, stock splits in escrow, in its name or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the this Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Special Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund Shares shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Special Escrow Fund Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Special Escrow Shares. The Special Escrow Fund Agent shall be under no obligation to preserve, protect or exercise rights in the Special Escrow Shares, and shall be held and disbursed solely responsible only for reasonable measures to maintain the purposes ofphysical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in accordance this Escrow Agreement. Notwithstanding the foregoing, if the Special Escrow Fund Agent is so requested in a written request of the Shareholders' Agent received by the Special Escrow Fund Agent at least three (3) business days prior to the date on which the Special Escrow Fund Agent is requested therein to take such action (or such later date as may be acceptable to the Special Escrow Fund Agent), the Special Escrow Fund Agent shall execute or cause its nominee to execute, and deliver to the Shareholders' Agent a proxy or other instrument in the form supplied to it by the Shareholders' Agent for voting or otherwise exercising any right of consent with respect to any of the Special Escrow Shares held by it hereunder, to authorize therein the Shareholders' Agent to exercise such voting or consent authority in respect of the Special Escrow Shares (provided that the Special Escrow Fund Agent shall not be obliged to execute any such proxy or other instrument if, in its judgment, the terms thereof may subject the Special Escrow Fund Agent to any liabilities or obligations in its individual capacity). The Special Escrow Fund Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from Parent or other person with respect to the Special Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and conditions of, this Agreementmaturities and expiration of rights.

Establishment of Escrow. Immediately following Contemporaneously with the Effective Timeexecution and delivery of this Agreement, Buyer and EiC Enterprises will deposit (i) the cash portion of the Escrow Deposit with Escrow Agent, and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf will deposit such funds in an interest bearing deposit account with Northern Trust Bank of Purchaser and the Stockholder Representative Florida, N.A., Tampa, Florida, to be held in trust by Escrow Agent for the benefit of the Stockholders Buyer and EiC Enterprises (the “Escrow Account”). The Escrowed Shares shall be represented by one or more , and (ii) stock certificates (accompanied by ten (10) sets of appropriate stock powers executed by EiC Enterprises in blank with signature guaranteed by a national banking institution or New York Stock Exchange member firm) representing 294,118 shares of Buyer Common Stock registered in EiC Enterprises’ name (the name “Escrowed Shares”). Upon its receipt of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common StockDeposit, the Escrow Agent shall acknowledge in writing provide to Buyer and EiC Enterprises a written receipt of such certificates to Purchaser therefore. Unless and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of until the Escrowed SharesShares are delivered to Buyer as its absolute property pursuant to this Agreement, whether by way of stock dividends, stock splits or otherwise, EiC Enterprises shall be issued in entitled to vote the name of the Escrow Agent or its nomineeEscrowed Shares and to all dividends thereon, and which shall be delivered to the Escrow Agent, who shall hold such securities in with all cash dividends being held as part of the Escrow Account (such and all stock dividends being held as part of the Escrowed Shares. Any common stock or other securities being considered distributed with respect to the Escrowed Shares for as a result of a dividend, stock split, recapitalization, reclassification or similar transaction shall be delivered to the purposes hereof)Escrow Agent and held as part of the Escrowed Shares. The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares cash held in the Escrow Account, together with including any further shares that may be deposited interest or earnings received in respect thereof, and the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereofEscrowed Shares, less any shares released from the Escrow Account and/or cancelled, as the case may be, amounts of cash and Escrowed Shares distributed from time to time in accordance with Section 6 5 hereof, shall be referred to herein collectively as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following the Effective Time, A. Buyer and in accordance with the terms of the Merger Agreement, Purchaser Seller both hereby acknowledge and agree that Escrow Agent shall issue hold and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser Exxxxxx Money Deposit and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that all other deposits which may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund made under this Agreement in accordance with the terms and conditions of this Agreement. The Agreement and that Escrow Fund Agent shall be segregated on relieved of all liability and held harmless by both Seller and Buyer in the books and records of the event Escrow Agent from the other assets makes any disbursement of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders such monies in accordance with the terms and conditions provisions of this Agreement. The Escrow Fund Agent shall be relieved from any responsibility or liability and held harmless by both Buyer and Seller in connection with the discharge of any of Escrow Agent's duties hereunder provided that Escrow Agent exercises ordinary and reasonable care in the discharge of such duties. In the event of any dispute between the Buyer and Seller as to the disbursement of such deposit(s), Escrow Agent shall have the right to deliver the deposit(s) into the registry of a court of competent jurisdiction and, upon such deliver, Escrow Agent shall be discharged from any and all further obligations and liabilities hereunder. B. If the deposit(s) is to be placed in an interest-bearing account, it shall be placed in an interest-bearing account of a federally insured financial institution. All interest earned on the deposit(s) shall belong to the party to whom the deposit(s) are disbursed unless the Buyer defaults, in which event all interest earned on the deposit(s) shall belong to the Seller. Buyer's federal tax identification number shall be supplied to Escrow Agent. Escrow Agent shall not be subject obligated to place the deposit(s) in an interest-bearing account unless requested to do so by Buyer and until the Escrow Agent has been provided with Buyer's federal tax identification number. Escrow Agent shall not be responsible for any lien, attachment, trustee process fluctuations in interest rate paid on the deposit(s) or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementpenalties due to early withdrawal.

Establishment of Escrow. Immediately following (a) Pursuant to the Merger Agreement, at the APP Effective Time, the Company shall, or shall cause to be deposited, with the Escrow Agent certificates or book entry-shares representing outstanding shares of Common Stock and Series 4 Preferred Stock equal to the number of Escrow Shares set forth on Exhibit A hereto. The Escrow Agent shall hold the Escrow Shares registered in the name of Computershare Trust Company, N.A. as Escrow Agent for the benefit of Escrow Participants. Upon the conversion of the Series 4 Preferred Stock or at the effective time of any merger or other transaction resulting in the reincorporation of the Company in Delaware or any other jurisdiction, the Company shall make appropriate adjustments to the number and composition of the Escrow Shares and shall update Exhibit A accordingly. The Company shall promptly deliver to the Escrow Agent the revised Exhibit A. Until released from the terms of this Agreement each certificate evidencing any Escrow Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN OR ANY SUCCESSOR ESCROW AGENT THEREUNDER (THE “ESCROW AGREEMENT”) WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. THESE SECURITIES WILL BE DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF THE ESCROW AGREEMENT. A COPY OF SUCH ESCROW AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) The Escrow Participants shall be entitled to receive and be paid any and all dividends, interest or other earnings earned on the Escrow Shares prior to delivery of the applicable Escrow Shares to the Escrow Participants or the Company, as applicable, in accordance with the terms hereof (collectively, the “Earnings”). If the Escrow Agent receives any Earnings, then the Escrow Agent shall promptly distribute and disburse such Earnings proportionally to the Escrow Participants in accordance with the number of their respective Escrow Shares set forth in Exhibit A hereto. Any Earnings with respect to the Escrow Shares shall be the sole and exclusive property of the Merger Agreement, Purchaser Escrow Participants. (c) The Escrow Shares shall issue and deliver the Escrowed Shares to a special escrow account established not be transferred by the Escrow Participants; provided, however, that the Escrow Agent on behalf of Purchaser and may change the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name record information of the Escrow Agent or its nomineeParticipants upon the written instructions of the Stockholders’ Representative. Upon receipt For any corporate transaction of certificates representing such shares of Purchaser Common Stockthe Company that affects the Escrow Shares, the Escrow Agent shall acknowledge in writing receipt of such certificates make no changes to Purchaser the Escrow Shares until it receives a joint written instruction from the Committee and the Stockholder Stockholders’ Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of . (d) The parties hereby designate and appoint the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund serve in accordance with the express terms, conditions and provisions of this Agreement (and no duties or obligations shall be inferred or implied), and the Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard, invest and disburse the Escrow Shares, pursuant to the terms and conditions of this Agreementhereof. (e) Voting and granting consents with respect to any Escrow Shares shall be as determined by the Escrow Participant in whose name such Escrow Shares are registered in such Escrow Participant’s absolute discretion. The Escrow Fund Stockholders’ Representative shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by direct the Escrow Agent in trust for writing as to the benefit exercise of Purchaser any such voting rights, and the Stockholders in accordance Escrow Agent shall comply, to the extent it is able to do so, with any such directions of the terms and conditions Stockholders’ Representative. In the absence of this Agreement. The such directions, the Escrow Fund Agent shall not be subject to vote any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with shares comprising the terms and conditions of, this AgreementEscrow Shares.

Establishment of Escrow. Immediately following the Effective Time, and in accordance Concurrently with the terms execution and ----------------------- delivery of the Merger this Escrow Agreement, Purchaser shall issue the Grantor hereby establishes the Escrow and deliver the Escrowed Shares assigns, conveys, transfers and delivers to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative in escrow as secured party for the sole and exclusive benefit of the Stockholders Beneficiary, Qualified Assets as listed in Exhibit A hereto (the “"Initial Escrow Account”Assets"). The Escrowed Shares shall be represented by one or more stock certificates registered in , the name receipt of which the Escrow Agent or its nominee. Upon receipt of certificates representing hereby acknowledges, to have and to hold such shares of Purchaser Common Stock, Qualified Assets and such additional Qualified Assets as shall be added to the Escrow (in such form as the Escrow Agent shall acknowledge in writing receipt of such certificates require to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of enable the Escrow Agent to sell or its nominee, and shall be delivered otherwise convert such additional Qualified Assets to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(cCash) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this AgreementEscrow Agreement for the uses and purposes set forth herein. The Assignment, conveyance, transfer and delivery of the Initial Escrow Fund Assets (and such additional Qualified Assets as shall be segregated added to the Escrow in accordance with the terms and conditions of this Escrow Agreement) shall be accomplished as follows: (i) securities in Physical Form shall be delivered in suitable form for transfer by the Escrow Agent, accompanied by duly executed instruments of transfer or assignment in blank and (ii) securities in Book Entry Form, shall be delivered by such other method of transfer as may be appropriate including, where applicable, Book Entry on the books and records of the Escrow Agent from or another depository as required in the other assets definition of Book Entry Form, provided that the Beneficiary's right to withdraw such securities is not impaired in any way. The Grantor hereby represents and warrants to the Beneficiary that the Initial Escrow Assets are all Qualified Assets and, in the aggregate, have a Market Value of at least $19.5 million as of the date of transfer. The Escrow Agent, as Escrow Agent for the Beneficiary, shall administer the Escrow. The Escrow shall be subject to withdrawal in whole or in part by the Beneficiary as provided herein. The Beneficiary may require, in its sole discretion, in order to secure the timely and complete payment and performance of each and all of the Obligations, that the Grantor specifically assign, transfer and grant, convey and deliver to the Escrow Agent as secured party for the sole and exclusive benefit of the Beneficiary, a perfected continuing first priority security interest in such particular Escrow Asset and all of the Proceeds thereof, and the Grantor shall make all necessary and appropriate filings, if any, to perfect and maintain the perfected status of the security interest granted hereby. Without limiting the generality of the foregoing, a security interest is granted in each of the Escrow Agent and shall be held by Assets to the Escrow Agent in trust as secured party for the sole and exclusive benefit of Purchaser the Beneficiary, to secure the timely and complete payment and performance of all of the Stockholders in accordance with Obligations, whether joint or several, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and all modifications, renewals, extensions, rearrangements, substitutions and replacements of the Obligations. All of the Escrow Assets which are delivered shall constitute security for any and all of the Obligations on the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementprovided herein.

Establishment of Escrow. Immediately following On this date, WebMD has executed a stock certificate in negotiable form representing the Effective Time, Escrow Shares and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by naming the Escrow Agent on behalf of Purchaser and as the Stockholder Representative registered holder for the benefit of the Stockholders Shareholders. Schedule 1 to this Agreement shows ---------- for each Shareholder (i) the respective percentage interest (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name "Percentage Interest") of the Escrow Agent or its nominee. Upon receipt of certificates representing each such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities Shareholder in the Escrow Account Shares, and (such securities being considered Escrowed Shares for ii) the purposes hereof)corresponding aggregate maximum number of shares of WebMD Series B Preferred Stock issuable to each Shareholder, subject to the adjustments provided herein. The Escrow Agent shall have no responsibility hold the Escrow Shares on behalf of, and as a convenience to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold WebMD and the Shareholders with the same force and effect as if such shares as are delivered, as provided hereinhad been delivered by WebMD to each Shareholder and subsequently delivered by such Shareholder to the Escrow Agent. The Escrowed Shares held in Escrow Agent shall hold the Escrow Account, together with any further shares that may be deposited in Shares for the Escrow Account by Purchaser benefit of WebMD and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelledShareholders, as the case may be, from time to time . Any and all future cash dividends on the Escrow Shares shall be paid in accordance with Section 6 hereofthis Agreement. From and after the Effective Time, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund shall be available to compensate and indemnify an Indemnitee against and for any Loss suffered or incurred by an Indemnitee, as and when due, which arises out of or results from a breach of any of the representations, warranties, covenants or agreements of Sapient set forth in the Merger Agreement or in any certificate or schedule delivered by Sapient pursuant to the Merger Agreement. WebMD shall promptly provide written notice to Escrow Agent of the Effective Time. An Indemnitee may not receive any shares from the Escrow Fund unless and until a Loss Notice or Loss Notices (as defined below) identifying Indemnifiable Losses, the aggregate amount of which exceed $50,000, have been delivered to the Escrow Agent pursuant to the terms hereof; in such case, an Indemnitee may recover from the Escrow Fund its Losses in excess of $50,000 in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementprovisions hereof.

Establishment of Escrow. Immediately following the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser (a) Borrower shall issue and deliver the Escrowed Shares Security Deposit to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account Lender (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, funds together with any further shares that may be deposited funds delivered by Borrower, or any income derived therefrom, the "Escrow Funds") in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelledamount of $1,500,000.00 to Lender, as the case may beEscrow Agent, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with and Lender accepts such funds under the terms and conditions of this Agreement. The Borrower consents to and instructs Lender to invest the Escrow Funds in the SM&R Capital Funds, Inc. - American National Primary Fund Series (the "Fund"). Borrower acknowledges receipt of the prospectus of the Fund dated 12/31/97, as amended None ("Prospectus"), and has read and understands the information, disclosures and other material set forth in the Prospectus. As more particularly described in the Prospectus, Borrower's proportionate share of all fees and expenses related to the Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held borne by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this AgreementBorrower. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and Funds shall be held and disbursed solely by Lender for the purposes and in the manner set out herein. So long as the Escrow Modification conditions, defined below, are satisfied, after the initial investment of the Escrow Funds pursuant to the foregoing clause, Borrower may (by written notice to Lender) require Lender to invest all of the Escrow Funds in securities and obligations of the United States government or an agency thereof, or guaranteed thereby, as Borrower shall direct from time to time and at any time. Prior to investing the Escrow Funds into such securities or obligations of the United States government the following conditions must be met (the "Escrow Modification Conditions"): all taxes assessed against the income of the Escrow Funds must be paid by Borrower and such securities or obligations must be unilaterally redeemable or saleable by Lender. The Escrow Funds shall be held under a designation which specifically states that the Escrow Funds are escrow funds and shall include Borrower's name in such designation. In no event shall the Escrow Funds be deemed to be part of, or commingled with, any property or assets of Lender. In the event for any reason all or any portion of the Escrow Funds shall be used or applied to satisfy any claim against or expense of Lender, including, without limitation, in any insolvency, bankruptcy or other legal proceeding, or in the event of any realized loss in the principal of the Escrow Funds while invested in the Fund, Borrower shall be entitled to offset the amount so used, applied or lost from any sum owing to Lender under the Loan Documents. (b) The Escrow Funds shall constitute "Collateral" pursuant to Section 1.2 of the Mortgage and additionally secure the "Indebtedness" as such term is defined in accordance with the terms and conditions of, this AgreementMortgage.

Establishment of Escrow. Immediately following (a) Acquiror, Acquisition Sub, the Effective TimeCompany and the Shareholders' Representative each hereby appoint the Escrow Agent to act as agent and custodian for the Escrow Fund for their respective benefit pursuant to the terms of this Escrow Agreement, and in accordance with the Escrow Agent hereby accepts such appointment pursuant to such terms. (b) Pursuant to the terms of Section 1.06 of the Merger Agreement, Purchaser shall issue Acquiror will cause to be delivered to, and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stockdirectly deposited with, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser for the account and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any future potential benefit of the Escrowed Shareholders a stock certificate representing 227,684 Acquiror Shares, whether by way of stock dividends, stock splits or otherwise, which certificate shall be issued in registered as follows: "Bankers Trust Company f/b/o the name Former Shareholders of the Escrow Agent or its nomineeCommon Stock of Owen Xxx Tools, Inc." All such Acquiror Shares hereby initially delivered to, and shall be delivered to initially deposited with, the Escrow Agent, who shall hold such securities together with all subsequent stock dividends or distributions of other Acquiror Shares received in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance respect of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be while deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereofhereunder, shall be referred to herein as the “"Escrow FundShares.” " (c) The respective number of Escrow Shares to be initially deposited with the Escrow Agent by Acquiror for the account of each Shareholder is set forth on Exhibit A hereto. (d) The Shareholders' Representative shall deliver to the Escrow Agent simultaneously herewith four stock powers duly executed and endorsed in blank in the form attached as Exhibit B with respect to each stock certificates representing the Escrow Shares, and the Escrow Agent hereby acknowledges receipt of the stock certificates representing the Escrow Shares and such executed stock powers. The Shareholders' Representative agrees to administer execute in the disposition of future such additional stock powers as may be required or requested by Acquiror or the Escrow Fund Agent to transfer any Escrow Shares required in accordance with the provisions of the Merger Agreement and this Escrow Agreement. (e) The Escrow Shares shall be retained, managed and disbursed by the Escrow Agent subject to the terms and conditions of this Escrow Agreement and Article VIII of the Merger Agreement. The Each Shareholder shall have the full and unencumbered right to vote all Escrow Shares held for his account in the Escrow Fund on matters submitted to a vote of Acquiror's shareholders. (f) involving Acquiror), the Acquiror Shares, or other securities, shall be segregated on retained in the books and records Escrow Fund for the respective account of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with Shareholders subject to the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementhereof.

Establishment of Escrow. Immediately Within three Trading Days following the Effective TimeClosing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 1,800,261shares of the Company’s Common Stock (the "Escrow Shares"), along with stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Make Good Pledgor understand and agree that the Investors’ right to receive 2009 Make Good Shares (as defined below) and 2010 Make Good Shares (as defined below) pursuant to Section 4.7 of the Securities Purchase Agreement and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of the Shares it acquired under the Securities Purchase Agreement, and that each Investor shall have the right to assign its rights to receive all or any such 2009 Make Good Shares and 2010 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Make Good Pledgor hereby irrevocably agrees that, other than in accordance with the terms Section 4.7 of the Merger Securities Purchase Agreement and this Make Good Agreement, Purchaser shall issue and deliver the Escrowed Shares Make Good Pledgor will not offer, pledge, sell, contract to a special escrow account established by sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the Escrow Agent on behalf offering of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name any of the Escrow Agent Shares (including any securities convertible into, or its nomineeexchangeable for, or representing the rights to receive Escrow Shares). Upon receipt of certificates representing such shares of Purchaser Common StockIn furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, (y) notify the Transfer Agent shall acknowledge in writing receipt of such certificates to Purchaser the stop order and the Stockholder Representative. Any securities of Purchaser issued restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by any Make Good Pledgor to resell or distributed in respect of or in exchange for transfer any of Escrow Shares before the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of date the Escrow Agent or its nominee, and shall Shares that should be delivered to the Escrow AgentInvestors are delivered to the Investors or returned to the Make Good Pledgor, who shall hold such securities or otherwise in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance violation of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition 4.7 of the Escrow Fund in accordance with the terms Securities Purchase Agreement and conditions of this Make Good Agreement. The Escrow Fund Company shall be segregated on notify the books Investors as soon as the 2009 Make Good Shares and records of 2010 Make Good Shares have been deposited with the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementAgent.

Establishment of Escrow. Immediately following the Effective Time, and in accordance (a) The Bank has deposited with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf upon execution hereof Certificate No. representing the total amount of Purchaser and shares held by the Stockholder Representative for Bank, Escrow Agent is directed to deliver such Certificate No. to Xxxxx Fargo Shareowner Services ("Transfer Agent") directing the benefit Transfer Agent to reissue two Certificates, with one representing the Sale Shares, together with an assignment separate from certificate authorizing the transfer of the Stockholders Sale Shares, and a Certificate representing the remaining shares held by the Bank. The Transfer Agent shall cause the remaining shares to be imprinted thereon with the following restrictive legend which gives notice of the ROFR. Once the restrictive legend has been placed on the Certificate evidencing the remaining shares, such Certificate shall be returned to the Bank: THESE SECURITIES ARE SUBJECT TO A RIGHT OF FIRST REFUSAL BY GRANITE CITY FOOD & BREWERY LTD. AND ITS SUCCESSORS AND ASSIGNS, PURSUANT TO THE TERMS OF A STOCK REPURCHASE AGREEMENT DATED FEBRUARY 8, 2011 (the “Escrow Account”THE "REPURCHASE RIGHT"). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nomineeANY SALE, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE SUBJECT TO SUCH REPURCHASE RIGHT AND ANY PURPORTED SALE, TRANSFER OR OTHER DISPOSITION WHICH DOES NOT REFERENCE THE REPURCHASE RIGHT SHALL BE NULL AND VOID. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder RepresentativeANY PERSON ACQUIRING ANY PORTION OF THESE SECURITIES SHALL BE DEEMED TO HAVE ADOPTED AND BE BOUND BY SUCH REPURCHASE RIGHTS. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account A COPY OF THE STOCK REPURCHASE AGREEMENT HAS BEEN FILED BY GRANITE CITY FOOD & BREWERY LTD. WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE WITHOUT CHARGE BY CONTACTING THE CHIEF FINANCIAL OFFICER AND/OR SECRETARY OF THE COMPANY AT ITS REGISTERED OFFICE IN THE STATE OF MINNESOTA. (such securities being considered Escrowed Shares for the purposes hereof). b) The Escrow Agent shall have no responsibility hereby acknowledges receipt of the Sale Shares described in subparagraph (a) (the "Escrow Property") and hereby agrees to monitor or compel issuance of any Escrowed Shares in its nameact as Escrow Agent and to hold, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in safeguard and disburse the Escrow AccountProperty, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time pursuant to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementhereof.

Establishment of Escrow. Immediately following At the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser OXiGENE shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser OXiGENE and the Stockholder Representative for the benefit of the VaxGen Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Parent Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser OXiGENE and the Stockholder Representative. Any securities of Purchaser OXiGENE issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser OXiGENE and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser OXiGENE and the VaxGen Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following (a) At the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser Acquiror shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders deposit into escrow (the “Escrow”) two hundred thousand (200,000) shares of Acquiror Common Stock (the “Initial Escrow AccountAmount”). In addition, in the event of a First Milestone Payment made prior to the first (1st) anniversary of the Closing Date, Acquiror shall deliver to the Escrow Agent for deposit into Escrow the First Milestone Escrow Amount, which shall equal twenty percent (20%) of First Milestone Payment (which (i) in the event of a First Milestone Stock Payment, will be in the form of shares of Acquiror Common Stock (the “Escrowed Shares”); or (ii) in the event of a First Millstone Cash Payment, will be in the form of cash) (the “Milestone Escrow Amount,” and together with the Initial Escrow Amount, the “Escrow Amount”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for Amount less any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered amounts paid pursuant to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor Merger Agreement or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, this Agreement shall be referred to herein as the “Escrow Fund.” Any Acquiror Common Stock deposited in the Escrow Fund shall be valued at the Fair Market Value of Acquiror Common Stock immediately prior to the date a notice of claim for indemnification is delivered to the Stockholders’ Agent. Any Escrowed Shares shall be registered in the name of U.S. Bank, National Association, as Escrow Agent. (b) The Escrow Agent agrees to administer the disposition of accept the Escrow Fund in accordance with and to hold and disburse the proceeds from the Escrow Fund, subject to the terms and conditions of this Agreement. The Escrow Fund shall be segregated on By virtue of the books approval by the stockholders of Target (the “Target Stockholders”) of the Merger Agreement and records the exhibits thereto, the Target Stockholders have, without any further act of any of the Target Stockholders, consented to: (i) the establishment of the Escrow Fund (to secure the indemnification obligations of the Target Stockholders under Article VIII of the Merger Agreement), (ii) the appointment of Stockholders’ Agent from as their representative for purposes of this Agreement and as attorney-in-fact and agent for and on behalf of each Target Stockholder with respect to the subject matter of this Agreement, and the taking by the Stockholders’ Agent of any and all actions and the making of any decisions required or permitted to be taken or made by them under this Agreement and (iii) all of the other assets terms, conditions and limitations set forth in this Agreement. (c) Any cash distribution, dividends payable in other property or other distributions of the Escrow Agent and shall be any kind with respect to Escrowed Shares held by the Escrow Agent in trust shall be issued directly to the Escrow Agent for deposit into the benefit of Purchaser and Escrow Fund. Prior to the Termination Date (defined below), the Target Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall may not be subject to sell, assign, transfer, pledge or otherwise place any lienencumbrance on, attachment, trustee process any Escrowed Shares or any other judicial beneficial interest therein. In addition, prior to the Termination Date, no Escrowed Shares or any beneficial interest therein shall be taken or reached by any legal or equitable process in satisfaction of any creditor debt or other liability of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementTarget Stockholders.

Establishment of Escrow. Immediately following the Effective Time(a) Thermo, Globalstar, and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Administrative Agent hereby appoint Escrow Agent on behalf of Purchaser and as the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares escrow agent for the purposes hereofset forth herein, and Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. Thermo has deposited with Escrow Agent Two Hundred Ten Million Dollars ($210,000,000) in immediately available funds and certain marketable securities listed on Exhibit A, which amount is equal to 105% of the undrawn commitment of Thermo to purchase shares of Globalstar (the "Commitment") under the Purchase Agreement (the "Required Balance"). The Escrow Agent shall have no responsibility to monitor Such deposit (as increased by any earnings thereon or compel issuance of any Escrowed Shares in its nameadditional contributions and as reduced by any disbursements, but shall merely hold such shares as are deliveredamounts withdrawn under Section 1(e)), as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(closses on investments) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be is referred to herein as the “"Escrow Fund.” The " Escrow Agent acknowledges receipt of the Escrow Fund and agrees to hold, safeguard, and disburse the Escrow Fund pursuant to the terms and conditions of this Agreement. (b) No part of the Escrow Fund or any interest, dividends or other amounts accrued thereon may be withdrawn from the escrow established hereunder, except as expressly provided in this Agreement. Escrow Agent agrees to administer the disposition of hold and distribute the Escrow Fund in accordance with the terms and conditions of this Agreement. The . (c) On the last Business Day (as defined below) of each month (each, a "Measurement Date"), Escrow Fund Agent shall be segregated on determine the books and records value of the Escrow Agent from the other assets Fund. The value of all securities contained in the Escrow Agent and Fund as of a Measurement Date shall be held determined by the Escrow Agent using its customary methods and procedures for similar accounts as in trust for effect from time to time. Upon each Measurement Date until the benefit of Purchaser and the Stockholders in accordance with the terms and conditions termination of this Agreement. The , Escrow Agent shall deliver to Thermo, Globalstar and the Administrative Agent a report (an "Escrow Balance Report") outlining (i) the amount of the Escrow Fund as of such date and (ii) a description of all payments from the Escrow Fund made since the last Measurement Date. (d) Globalstar and Thermo shall jointly advise Escrow Agent at least monthly of the Required Balance and shall promptly notify the Escrow Agent at any time that they are aware that the balance of the Escrow Fund is equal to or less than ninety-five percent (95%) of the Required Balance. Escrow Agent may rely on any such notification until it receives a further joint notice from Globalstar and Thermo. Escrow Agent shall have no duty to calculate the Required Balance or to make any determination that the balance of the Escrow Fund is less than, equal to or more than the Required Balance. (e) If on any Measurement Date the balance of the Escrow Fund as reported by Escrow Agent is below the Required Balance, Thermo shall deposit additional cash or marketable securities to increase the Escrow Fund to the Required Balance within five Business Days after delivery of the Escrow Balance Report. As used in this Agreement, "Business Day" shall mean any day on which commercial banks in New York City are open for regular banking business and on which trading occurs on the New York Stock Exchange. If the balance of the Escrow Fund on any Measurement Date as reported by Escrow Agent exceeds the Required Balance, Thermo may withdraw the amount which exceeds the Required Balance upon written notice (the "Withdrawal Notice") to Globalstar, Escrow Agent and the Administrative Agent. If Globalstar or the Administrative Agent gives written notice to Thermo and Escrow Agent disputing any Withdrawal Notice (a "Counter Withdrawal Notice") within five Business Days following delivery of the Withdrawal Notice regarding such excess funds, the matter shall be resolved as provided in Section 1(f). If no Counter Withdrawal Notice is received by Escrow Agent within such five Business Day period, then Escrow Agent shall pay to Thermo the dollar amount set forth in the Withdrawal Notice from (and only to the extent of) the Escrow Fund. Escrow Agent shall not be subject to any lien, attachment, trustee process inquire into or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance consider whether a Withdrawal Notice complies with the terms and conditions of, this requirements of the Purchase Agreement.

Establishment of Escrow. Immediately following the Effective Time, and in accordance Concurrently with the terms execution and delivery of the Merger this Escrow Agreement, Purchaser shall issue the Grantor hereby establishes the Escrow and deliver the Escrowed Shares assigns, conveys, transfers and delivers to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative in escrow as secured party for the sole and exclusive benefit of the Stockholders Beneficiary, Qualified Assets as listed in Exhibit A hereto (the “Initial Escrow AccountAssets”). The Escrowed Shares shall be represented by one or more stock certificates registered in , the name receipt of which the Escrow Agent or its nominee. Upon receipt of certificates representing hereby acknowledges, to have and to hold such shares of Purchaser Common Stock, Qualified Assets and such additional Qualified Assets as shall be added to the Escrow (in such form as the Escrow Agent shall acknowledge in writing receipt of such certificates require to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of enable the Escrow Agent to sell or its nominee, and shall be delivered otherwise convert such additional Qualified Assets to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(cCash) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this AgreementEscrow Agreement for the uses and purposes set forth herein. The Assignment, conveyance, transfer and delivery of the Initial Escrow Fund Assets (and such additional Qualified Assets as shall be segregated added to the Escrow in accordance with the terms and conditions of this Escrow Agreement) shall be accomplished as follows: (i) securities, documents and instruments in Physical Form shall be delivered in suitable form for transfer by the Escrow Agent, accompanied by duly executed instruments of transfer or assignment in blank and (ii) securities in Book Entry Form, shall be delivered by such other method of transfer as may be appropriate including, where applicable, Book Entry on the books and records of the Escrow Agent from or another depository as required in the other assets definition of Book Entry Form, provided that the Beneficiary’s right to withdraw such securities is not impaired in any way. The Grantor hereby represents and warrants to the Beneficiary and the Escrow Agent and shall be held by that each of the Initial Escrow Agent Assets is a Qualified Asset and, in trust for the benefit aggregate, have a Market Value of Purchaser and at least $ as of the Stockholders in accordance with the terms and conditions date of this Agreementtransfer. The Escrow Fund Agent, as Escrow Agent for the Beneficiary, shall not administer the Escrow. The Escrow shall be subject to any lien, attachment, trustee process withdrawal in whole or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for in part by the purposes of, and in accordance with the terms and conditions of, this AgreementBeneficiary as provided herein.

Establishment of Escrow. Immediately following (a) Pursuant to the Merger Agreement, at the APP Effective Time, the Company shall, or shall cause to be deposited, with the Escrow Agent certificates or book entry-shares representing outstanding shares of Common Stock equal to the number of Escrow Shares set forth on Exhibit A hereto. Until released from the terms of this Agreement each certificate evidencing any Escrow Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN (THE “ESCROW AGREEMENT”) WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. THESE SECURITIES WILL BE DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF THE ESCROW AGREEMENT. A COPY OF SUCH ESCROW AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (b) The Escrow Participants shall be entitled to receive and be paid any and all dividends, interest or other earnings earned on the Escrow Shares prior to delivery of the applicable Escrow Shares to the Escrow Participants or the Company, as applicable, in accordance with the terms hereof (collectively, the “Earnings”). If the Escrow Agent receives any Earnings, then the Escrow Agent shall promptly distribute and disburse such Earnings proportionally to the Escrow Participants in accordance with the number of their respective Escrow Shares set forth in Exhibit A hereto. Any Earnings with respect to the Escrow Shares shall be the sole and exclusive property of the Merger Agreement, Purchaser Escrow Participants. (c) The Escrow Shares shall issue and deliver the Escrowed Shares to a special escrow account established not be transferred by the Escrow Participants; provided, however, that the Escrow Agent on behalf of Purchaser and may change the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name record information of the Escrow Agent or its nomineeParticipants upon the written instructions of the Stockholders’ Representative. Upon receipt For any corporate transaction of certificates representing such shares of Purchaser Common Stockthe Company that affects the Escrow Shares, the Escrow Agent shall acknowledge in writing receipt of such certificates make no changes to Purchaser the Escrow Shares until it receives a joint written instruction from the Committee and the Stockholder Stockholders’ Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of . (d) The parties hereby designate and appoint the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund serve in accordance with the terms terms, conditions and conditions provisions of this Agreement. The Escrow Fund shall be segregated on the books , and records of the Escrow Agent from the other assets of hereby agrees to act as escrow agent and to hold in trust, safeguard, invest and disburse the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with Shares, pursuant to the terms and conditions of this Agreement. The Escrow Fund shall not be subject hereof. (e) Voting and granting consents with respect to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and Escrow Shares shall be held and disbursed solely for as determined by the purposes of, and Escrow Participant in accordance with the terms and conditions of, this Agreementwhose name such Escrow Shares are registered in such Escrow Participant’s absolute discretion.

Establishment of Escrow. Immediately following On the Effective TimeClosing Date, an aggregate of fifteen percent (15%) of the Merger Consideration (the "General Escrowed Merger Consideration"), allocated among the Selling Stockholders as set forth on Annex 2, shall be deposited with the Escrow Agent to be held in escrow (the "Escrow Account") pursuant to the Escrow Agreement for a period of up to two years from the Closing Date, for the purpose of securing and funding part of the obligations of the Selling Stockholders and the Company to IDG and Newco that may arise pursuant to Section 2.07 and Article IX hereof. In addition, on the Closing Date, an aggregate of $500,000 of the cash to be delivered to, and received by, the Selling Stockholders as part of the Merger Consideration (the "Tax Escrowed Merger Consideration"), as allocated on Annex 2, shall be deposited with and held by the Escrow Agent until the Tax Escrow Termination Date (as defined in the Escrow Agreement) for the purpose of securing and funding the obligations of the Selling Stockholders with respect to accumulated earnings taxes for the Company's tax years 1994, 1995, 1996, and 1997, and any related penalties, interest, costs and expenses, including attorneys and accountants fees (the General Escrowed Merger Consideration and the Tax Escrowed Merger Consideration shall collectively be referred to as the "Escrowed Merger Consideration"). The Escrowed Merger Consideration shall be held in the Escrow Account and disbursed in accordance with the terms of the Merger Escrow Agreement. Notwithstanding the foregoing, Purchaser shall issue and deliver the respective Selling Stockholders as the legal owners of any shares of IDG Common Stock included in the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf Merger Consideration, unless and until disposed of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Merger Agreement and the Escrow Agreement. The Escrow Fund , shall be segregated on entitled to exercise the books voting rights and records to receive any dividends or other distributions declared and paid with respect to such shares; provided, however, any shares of IDG Common Stock issued with respect to the Escrow Agent from the Escrowed Merger Consideration as a result of a stock dividend, share exchange, stock split, or other assets action in respect of the Escrow Agent and IDG Common Stock, shall be held by in the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this AgreementAccount as additional Escrowed Merger Consideration.

Establishment of Escrow. Immediately following (a) Acquiror, Acquisition Sub, the Effective TimeCompany and the Shareholders' Representative each hereby appoint the Escrow Agent to act as agent and custodian for the Escrow Fund for their respective benefit pursuant to the terms of this Escrow Agreement, and in accordance with the Escrow Agent hereby accepts such appointment pursuant to such terms. (b) Pursuant to the terms of Section 1.06 of the Merger Agreement, Purchaser shall issue Acquiror will cause to be delivered to, and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stockdirectly deposited with, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser for the account and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any future potential benefit of the Escrowed Shareholders a stock certificate representing 22,282 Acquiror Shares, whether by way of stock dividends, stock splits or otherwise, which certificate shall be issued in registered as follows: "Bankers Trust Company f/b/o the name Former Shareholders of the Escrow Agent or its nomineeCommon Stock of Reservoirs, Inc." All such Acquiror Shares hereby initially delivered to, and shall be delivered to initially deposited with, the Escrow Agent, who shall hold such securities together with all subsequent stock dividends or distributions of other Acquiror Shares received in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance respect of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be while deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereofhereunder, shall be referred to herein as the “"Escrow FundShares.” " (c) The respective number of Escrow Shares to be initially deposited with the Escrow Agent by Acquiror for the account of each Shareholder is set forth on Exhibit A hereto. (d) The Shareholders' Representative shall deliver to the Escrow Agent simultaneously herewith five stock powers duly executed and endorsed in blank in the form attached as Exhibit B with respect to each stock certificates representing the Escrow Shares, and the Escrow Agent hereby acknowledges receipt of the stock certificates representing the Escrow Shares and such executed stock powers. The Shareholders' Representative agrees to administer execute in the disposition of future such additional stock powers as may be required or requested by Acquiror or the Escrow Fund Agent to transfer any Escrow Shares required in accordance with the provisions of the Merger Agreement and this Escrow Agreement. (e) The Escrow Shares shall be retained, managed and disbursed by the Escrow Agent subject to the terms and conditions of this Escrow Agreement and Article VIII of the Merger Agreement. The Each Shareholder shall have the full and unencumbered right to vote all Escrow Shares held for his account in the Escrow Fund on matters submitted to a vote of Acquiror's shareholders. (f) All cash dividends and cash distributions on Escrow Shares, when and if distributed by Acquiror, and all additional Acquiror Shares, property or other securities, issued on or with respect to the Escrow Shares ("Additional Corpus"), including as a result of stock splits, stock dividends or other similar capital adjustments to, or recapitalizations on, or share exchanges with (including by reason or merger, consolidation or other business combination involving Acquiror), the Acquiror Shares, or other securities, shall be segregated on retained in the books and records Escrow Fund for the respective account of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with Shareholders subject to the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementhereof.

Establishment of Escrow. Immediately following the Effective Time, and in accordance Amcast hereby deposits with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit each Shareholder certificates representing such Shareholder's Shareholder Percentage of the Stockholders (the “Escrow Account”)Escrowed Amcast Shares. The Escrowed Shares shall be represented by one or more stock certificates registered in the name of Each Shareholder hereby deposits with the Escrow Agent share transfer powers, duly endorsed in blank, relating to the Escrowed Amcast Shares owned by such Shareholder. Except for any Indemnity Shares utilized to satisfy Claims of Indemnity or its nominee. Upon receipt other payments due to the Purchaser pursuant to the Share Purchase Agreement and this Escrow Agreement, from time to time, each Shareholder shall be deemed to own all of certificates representing such shares of Purchaser Common Stock, the Escrowed Amcast Shares delivered by Amcast on his or her behalf to the Escrow Agent shall acknowledge in writing receipt of such certificates pursuant to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nomineethis Section 2.2, and shall be delivered entitled to vote, and receive all cash dividends AND TRADEABLE NON- CASH DIVIDENDS with respect to, that number of the Escrow Agent, who shall hold such securities Escrowed Amcast Shares remaining in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, Fund from time to time in accordance with Section 6 hereof, corresponding to such Shareholder's Shareholder Percentage. There also shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance deposited with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be included as additional Escrowed Amcast Shares any and all NON-TRADEABLE shares or other NON-TRADEABLE securities issuable to the Shareholders as a result of any share dividend, share split, reclassification, recapitalization, split-up, combination, merger, exchange or readjustment with respect to the Escrowed Amcast Shares then held by the Escrow Agent. In addition, prior to transfer and delivery of any Escrowed Amcast Shares, and as a condition precedent thereto, each Shareholder shall promptly replace any share transfer powers that the Escrow Agent delivers in trust for the benefit connection with a distribution of Purchaser and the Stockholders in accordance with the terms and conditions THE Escrow Fund pursuant to Section 2.4 or Section 2.5 of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following (a) On the Effective TimeClosing Date, and in accordance Buyer shall deposit with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (i) $18,500,000 by wire transfer in immediately available funds (the “Escrow AccountCash”). The Escrowed Shares shall be represented by one or more stock certificates registered in ) to the name account of the Escrow Agent or its nominee. Upon receipt of certificates representing referenced on Schedule A hereto, and (ii) a stock certificate (as such shares of Purchaser Common Stockcertificate may be canceled and reissued in accordance with Section 3(a), the “Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be Stock Certificate”) issued in the name of the Escrow Agent or its nominee, and shall be delivered to Shareholders’ Representative representing 1,000,000 shares of the Escrow Agent, who shall hold such securities in the Escrow Account Buyer’s common stock (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold as such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account reduced in accordance with Section 4(c) hereof3(a), less any shares released from the “Escrow Stock”), and Escrow Agent shall acknowledge receipt of the Escrow Account and/or cancelledCash and the Escrow Stock. The Escrow Cash (together with any earnings thereon) and the Escrow Stock (together with any dividends or other distributions payable with respect thereto), as the case they may bebe reduced by any Claims, from time to time in accordance with disbursements, amounts withdrawn under Section 6 hereof5(j) or losses on investments, shall be are collectively referred to herein in this Agreement as the “Escrow Fund.” The ” (b) Buyer and the Shareholders’ Representative hereby appoint Escrow Agent as escrow agent under this Agreement, and Escrow Agent hereby agrees to administer the disposition of act as escrow agent to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions hereof. The Escrow Fund shall be held by Escrow Agent in accordance separate accounts maintained for such purpose. (c) The Escrow Stock will be reflected as issued and outstanding shares on the Buyer’s balance sheet. All dividends paid by the Buyer, if any, with respect to the Escrow stock shall be distributed by the Escrow Agent to the Shareholders within [30] business days following receipt of such dividend by the Escrow Agent, with each Shareholder to receive an amount equal to the aggregate amount of such dividend, multiplied by the percentage set forth opposite such Shareholder’s name under the heading “Escrow Stock Percentage” on Schedule C hereto. The Shareholders’ Representative will have voting rights with respect to the Escrow Stock so long as such Escrow Stock is held in escrow, and Parent shall take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Stock remains in the Escrow Agent’s possession pursuant to this Agreement, the Shareholders’ Representative will retain and will be able to exercise all other incidents of ownership of said Escrow Stock which are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of Parent under the Merger Agreement and this Escrow Agreement, all beneficial interest in the Escrow Stock shall be the property of the Shareholders’ Representative from and after the Closing, and Parent shall have no interest therein. None of the rights of the Shareholders’ Representative hereunder shall be transferable except as otherwise provided by law. (d) The Escrow Fund shall will not be segregated on available to set off any obligations the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Shareholders’ Representative or Buyer owes to Escrow Agent in trust for the benefit of Purchaser and the Stockholders any capacity, except as expressly provided in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreement.

Establishment of Escrow. Immediately following (a) Acquiror, Acquisition Sub, the Effective TimeCompany and the Shareholders' Representative each hereby appoint the Escrow Agent to act as agent and custodian for the Escrow Fund for their respective benefit pursuant to the terms of this Escrow Agreement, and in accordance with the Escrow Agent hereby accepts such appointment pursuant to such terms. (b) Pursuant to the terms of Section 1.06 of the Merger Agreement, Purchaser shall issue Acquiror will cause to be delivered to, and deliver the Escrowed Shares to a special escrow account established by directly deposited with, the Escrow Agent for the account and future potential benefit of the Shareholders a stock certificate representing 17,055 Acquiror Shares, which certificate shall be registered as follows: "Bankers Trust Company f/b/o Certain Former Shareholders of the Common Stock of Coherence Technology Company, Inc." and cash in the amount of $2,616.34 by wire transfer pursuant to the instructions set forth on behalf of Purchaser and the Stockholder Representative Exhibit D, which cash shall be for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Dan Xxxxxx, x former Shareholder of Coherence Technology Company, Inc. All such Acquiror Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nomineehereby initially delivered to, and shall be delivered to initially deposited with, the Escrow Agent, who shall hold such securities together with all subsequent stock dividends or distributions of other Acquiror Shares received in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance respect of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Accountwhile deposited hereunder, together with any further shares that may be the cash deposited in for the Escrow Account by Purchaser and with any cashbenefit of Dan Xxxxxx, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall xxall be referred to herein as the “"Escrow FundShares.” " (c) The respective number of Escrow Shares to be initially deposited with the Escrow Agent by Acquiror for the account of each Shareholder is set forth on Exhibit A hereto. (d) The Shareholders' Representative shall deliver to the Escrow Agent simultaneously herewith four stock powers duly executed and endorsed in blank in the form attached as Exhibit B with respect to each stock certificates representing the Escrow Shares, and the Escrow Agent hereby acknowledges receipt of the stock certificates representing the Escrow Shares and such executed stock powers. The Shareholders' Representative agrees to administer execute in the disposition of future such additional stock powers as may be required or requested by Acquiror or the Escrow Fund Agent to transfer any Escrow Shares required in accordance with the provisions of the Merger Agreement and this Escrow Agreement. (e) The Escrow Shares shall be retained, managed and disbursed by the Escrow Agent subject to the terms and conditions of this Escrow Agreement and Article VIII of the Merger Agreement. The Each Shareholder shall have the full and unencumbered right to vote all Escrow Shares held for his account in the Escrow Fund on matters submitted to a vote of Acquiror's shareholders. (f) All cash dividends and cash distributions on Escrow Shares, when and if distributed by Acquiror, and all additional Acquiror Shares, property or other securities, issued on or with respect to the Escrow Shares ("Additional Corpus"), including as a result of stock splits, stock dividends or other similar capital adjustments to, or recapitalizations on, or share 66 exchanges with (including by reason or merger, consolidation or other business combination involving Acquiror), the Acquiror Shares, or other securities, shall be segregated on retained in the books and records Escrow Fund for the respective account of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with Shareholders subject to the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Agreementhereof.

Establishment of Escrow. Immediately Within three Trading Days following the Effective TimeClosing, the Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent original certificates evidencing an aggregate of 1,300,000 shares of the Company’s Common Stock (the "Escrow Shares"), along with original executed stock powers and an original executed letter from the Company guaranteeing the signature on the stock powers. The Purchasers understand and agree that the Purchasers’ right to receive 2010 Make Good Shares, 2011 Make Good Shares and 2012 Make Good Shares (each as defined below) pursuant to this Make Good Agreement shall continue only in proportion to and only as to the number of Shares Purchasers acquired pursuant to the Securities Purchase Agreement or received under this Make Good Agreement which have not been transferred or sold (i.e., the number of remaining shares so purchased or received and still owned or shall be owned by the Purchasers on the relevant date), and that the right to receive any Make Good Shares is personal to Purchasers and Purchasers shall not have the right to assign their rights to receive all or any such 2010 Make Good Shares, 2011 Make Good Shares and 2012 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. Make Good Pledgor hereby irrevocably agrees that, other than in accordance with this Make Good Agreement, the terms Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Merger Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares which shall expire on the date the Escrow Shares are delivered to the Purchasers or returned to the Make Good Pledgor, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts by any Make Good Pledgor to resell or transfer any Escrow Shares before the date the Escrow Shares that should be delivered to the Purchasers are delivered to the Purchasers or returned to the Make Good Pledgor, or otherwise in violation of this Make Good Agreement. The Company shall notify the Purchasers as soon as the Escrow Shares have been deposited with the Escrow Agent. Escrow Agent shall notify the Company and the Purchasers each such time that the number of Escrow Shares changes, Purchaser shall issue and deliver as part of such notice, state the Escrowed number of Escrow Shares prior to, and immediately following, such change in the number of Escrow Shares. Without limiting the generality of the foregoing, the Make Good Pledgor acknowledges and agrees that the rights of the Purchasers hereunder to a special receive 2010 Make Good Shares, 2011 Make Good Shares and 2012 Make Good Shares is not limited to the number of Escrow Shares held in escrow account established at any particular time and that such right is with full recourse against the Make Good Pledgor’s assets, including, without limitation, any securities of the Company held by the Escrow Agent on behalf of Purchaser Make Good Pledgor. The Purchasers acknowledge and the Stockholder Representative for the benefit agree that 1,000,000 of the Stockholders Escrow Shares (as equitably adjusted for any stock split, stock combination, recapitalization or similar transaction) (the “Escrow AccountTongley Shares”). The Escrowed Shares ) shall be represented by one allocated exclusively to Tongley Investment Ltd. (the “Lead Purchaser”) and the remaining 300,000 Escrow Shares (as equitably adjusted for any stock split, stock combination, recapitalization or more stock certificates registered similar transaction) shall be allocated exclusively to the Purchasers other than the Lead Purchaser (the “Other Purchaser Shares”) and no Purchaser other than the Lead Purchaser shall have any right in the name of Tongley Shares and the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Lead Purchaser Common Stock, shall not have any rights to the Other Purchaser Shares and the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and not under any circumstances release the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Tongley Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any Purchaser other judicial process of any creditor of any party hereto, and than the Lead Purchaser nor shall be held and disbursed solely for it release the purposes of, and in accordance with the terms and conditions of, this AgreementOther Purchaser Shares to Tongley.

Establishment of Escrow. Immediately following the Effective Time, Buyer and in accordance with the terms of the Merger Agreement, Purchaser Seller both hereby acknowledge and agree that Escrow Agent shall issue hold and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund Deposit in accordance with the terms and conditions of this Agreement. The Escrow Fund Agent shall be segregated on relieved from any responsibility or liability and held harmless by both Buyer and Seller in connection with the books and records discharge of any of Escrow Agent’s duties hereunder except in the event of the negligence or willful misconduct of Escrow Agent in the discharge of said duties. In the event of any dispute between the Buyer and Seller as to the disbursement of the Deposit, Escrow Agent shall have the right to tender the Deposit into the Registry of a Court of competent jurisdiction and, upon such tender, Escrow Agent shall be discharged from any and all further obligations and liabilities hereunder. In the event that either party makes a demand (which demand shall be in writing) on Escrow Agent for disbursement of the Deposit to that party, Escrow Agent shall provide a copy of such demand to the other party. Unless the other party provides to Escrow Agent a written objection to such disbursement within five (5) days of the date of such notice, Escrow Agent may disburse the Deposit to the party making the request, and such disbursement shall release Escrow Agent from the other assets of the any further liability hereunder. Escrow Agent agrees to receive and shall be held by hold the Escrow Agent in trust for the benefit of Purchaser and the Stockholders Xxxxxxx Money in accordance with the terms and conditions of this Agreement, and to deposit the Deposit as set forth herein. By their execution and delivery of this Agreement, Buyer and Seller acknowledge and confirm that under certain circumstances deposits (including the funds subject to this Agreement) may not be insured or fully insured by the Federal Deposit Insurance Corporation (“FDIC”). Each party has made its own analysis of FDIC insurance regulations affecting, or potentially affecting, the funds subject to this Agreement and is not relying upon any advice from the Escrow Agent as to FDIC matters. Buyer and Seller understand and agree that Escrow Agent is holding the escrow funds as agent and that the funds are not trust funds. Simultaneously with final disbursement of the escrow funds pursuant to this Agreement, Escrow Agent shall be released of all liability and responsibility under this Agreement. Escrow Agent undertakes and agrees to perform only such duties as expressly set forth herein. The duty of Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and Agent hereunder shall be held limited to the safekeeping of the escrow funds and disbursed solely for the purposes of, and disposition of same in accordance with the terms provisions hereof. Buyer and conditions ofSeller hereby release Escrow Agent from any losses incurred with respect to funds deposited hereunder by reason of the absence of or insufficiency of FDIC insurance with respect to such funds. The parties acknowledge that the Escrow Agent also represents Seller, and Escrow Agent shall not be prohibited from further representation of Seller by virtue of Escrow Agent’s having acted as the escrow agent under this Agreement.

Establishment of Escrow. Immediately following the Effective Time, and in accordance with the terms of the Merger Agreement, Purchaser shall issue and deliver the Escrowed Shares Parent has delivered to a special escrow account established by the Escrow Agent on behalf of Purchaser and the Stockholder Representative for the benefit Escrow Agent acknowledges receipt of the Stockholders (Escrow Shares in the “Escrow Account”). The Escrowed Shares shall be represented by one or more form of a single stock certificates certificate registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange Xxxx & Co. as nominee for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities . The address of each Shareholder and (if applicable) the taxpayer identification of each Shareholder are set forth in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof)ANNEX B attached hereto. The Escrow Agent shall have no responsibility to monitor hold the Escrow Shares, and any dividends or compel issuance of any Escrowed other distributions on the Escrow Shares and other securities or property into which the Escrow Shares may be converted or reclassified into or exchanged for, in escrow, in its namename or the name of its nominee, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the this Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund Shares shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise rights in the Escrow Shares, and shall be held and disbursed solely responsible only for reasonable measures to maintain the purposes ofphysical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in accordance this Escrow Agreement. Notwithstanding the foregoing, if the Escrow Agent is so requested in a written request of the Shareholders' Agent received by the Escrow Agent at least three (3) business days prior to the date on which the Escrow Agent is requested therein to take such action (or such later date as may be acceptable to the Escrow Agent), the Escrow Agent shall execute or cause its nominee to execute, and deliver to the Shareholders' Agent a proxy or other instrument in the form supplied to it by the Shareholders' Agent for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Shareholders' Agent to exercise such voting or consent authority in respect of the Escrow Shares (provided that the Escrow Agent shall not be obliged to execute any such proxy or other instrument if, in its judgment, the terms thereof may subject the Escrow Agent to any liabilities or obligations in its individual capacity). The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from Parent or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and conditions of, this Agreementmaturities and expiration of rights.

Establishment of Escrow. Immediately following (a) At the Effective TimeClosing, JP will deposit (or cause to be deposited) with the Escrow Agent one or more envelopes (together, the “Escrow Envelope”) containing original stock certificates representing the Escrowed JP Shares, registered in JP’s name. Upon its receipt of the Escrow Envelope, the Escrow Agent shall send scanned copies of the Escrow Envelope and of the certificates representing the Escrowed JP Shares to NBCU and JP. The Escrow Agent will hold the Escrow Envelope subject to the terms and conditions hereof. The Escrow Agent will store the Escrow Envelope(s) in its usual safekeeping facility and will have no duty to keep it in an environmentally controlled area. Except to the extent caused by the gross negligence, bad faith, willful misconduct or fraud of the Escrow Agent, the Escrow Agent shall have no liability for any damage to the Escrow Envelope(s) or its contents, including damage caused by environmental conditions, such as heat or moisture, or by exposure to magnetic materials. It is understood and agreed that the Escrow Agent will not open the Escrow Envelope except as set forth in the second sentence of this paragraph. In addition, the Escrow Agent will not be required to verify the assets held in the Escrow Envelope nor make any representation or warranty as to the validity, value, genuineness, or transferability or collectability of the Escrow Envelope (or said contents thereof). (b) JP hereby represents and warrants that (i) the delivery of the contents of the Escrow Envelope complies with all applicable laws and regulations, including, without limitation, laws and regulations relating to the prevention of money laundering, (ii) such contents do not, directly or indirectly, relate to any country, entity, or person that is the subject of any sanctions administered by the U.S. Office of Foreign Assets Control, and no transactions contemplated by the documents contained in accordance with the terms Escrow Envelope would violate any such sanctions if conducted by a person to whom such sanctions apply and (iii) the delivery of an Escrow Envelope to the Escrow Agent will be via FedEx delivery service, UPS delivery service or other overnight carrier approved by the Escrow Agent. (c) From time to time, JP may replace any of the Merger Agreement, Purchaser shall issue and deliver shares in the Escrow Envelope comprising the Escrowed JP Shares with other shares of Class A or Class B Parent Stock, provided that the number of Escrowed JP Shares shall not be less than 1,200,000 shares of Class A or Class B Parent Stock at any time (subject to adjustment as described below in the event of a Corporate Transaction). If JP desires to replace any of the shares in the Escrow Envelope, (i) JP shall follow the procedure described in clause (a) above and provide detailed written notice to NBCU of such replacement and (ii) the Escrow Agent shall follow the procedure described in clause (a) above and send scanned copies of the Escrow Envelope and of the certificates then representing the Escrowed JP Shares to a special escrow account established NBCU and JP. (d) The Parties acknowledge and agree that JP retains all rights with respect to the Escrowed JP Shares, including voting rights and rights to receive dividends and other distributions on such Escrowed JP Shares, while they are held by the Escrow Agent pursuant to this Escrow Agreement, other than (i) the right of possession thereof and (ii) the right to pledge, encumber, sell, assign, transfer or otherwise dispose of such Escrowed JP Shares or any interest therein. In the case of any action or proposal to be voted on behalf by any holders of Purchaser and the Stockholder Representative for the benefit of the Stockholders (the “Escrow Account”). The Escrowed Shares shall be represented by one or more stock certificates registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Parent Stock, the Escrow Agent shall acknowledge vote or take such other actions with respect to the Escrowed JP Shares solely in accordance with the written directions of JP, if any such directions are timely received by the Escrow Agent. JP shall direct the Escrow Agent in writing receipt as to the exercise of any rights with respect to the Escrowed JP Shares retained by JP hereunder. In the absence of such certificates directions, the Escrow Agent shall not vote or take any other actions with respect to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed JP Shares. (e) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combinations, exchange of shares, liquidation, spin-off or other similar change in capitalization or event (each, a “Corporate Transaction”), or any distribution to holders of Parent Stock, other than a regular cash dividend, the Escrowed JP Shares and all corresponding amounts and price figures in this Escrow Agreement shall be appropriately adjusted on a pro rata basis (rounded down to the nearest whole share) or, in the event that the Escrowed JP Shares are converted into or exchanged for other securities, assets or property, such securities, assets or property shall replace the Escrowed JP Shares for all purposes of this Escrow Agreement, the provisions of which shall apply mutatis mutandis to such securities, assets or property. (f) JP represents and warrants to NBCU that JP is the record and beneficial owner of the Escrowed JP Shares, whether by way free and clear of stock dividendsany lien, stock splits pledge, charge, security interest, encumbrance or otherwiseany other limitation or restriction (including any restriction on the right to vote, shall be issued in the name sell or otherwise dispose of the Escrowed JP Shares) (collectively, “Encumbrances”), except as set forth in this Escrow Agent or its nomineeAgreement. JP represents, warrants and shall be delivered covenants to NBCU that to the Escrow Agentextent any Escrowed JP Shares are replaced pursuant to Section 1.2(c), who shall hold after giving effect to such securities in replacement, JP will be the Escrow Account (such securities being considered record and beneficial owner of the then-Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance JP Shares, free and clear of any Encumbrances, except as set forth in this Escrow Agreement. JP covenants to NBCU that until the delivery of the Escrowed JP Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(cthis Escrow Agreement, JP will not sell, assign, transfer, dispose, or permit any Encumbrance to exist on, the Escrowed JP Shares or any interest therein (except for the restrictions imposed by this Escrow Agreement), or agree to do any of the foregoing. (g) JP will use reasonable best efforts to cause the SPAC’s transfer agent for the Parent Stock to implement a stop transfer order with respect to the Escrowed JP Shares and insert a reasonably agreed restrictive legend on such shares (which reasonable best efforts shall include JP providing, as promptly as practicable (and in no event later than one Business Day) following the date hereof, less any shares released from written notice to the Escrow Account and/or cancelled, SPAC’s transfer agent of the transfer restrictions set forth herein (and providing a copy of such notice to NBCU promptly thereafter)) and to cause such stop transfer order and restrictive legend to remain in effect for so long as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be Escrowed JP Shares are subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto, and shall be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Escrow Agreement. (h) Xxxxx Xxxxxxx shall cause JP to perform all of JP’s obligations under this Escrow Agreement.

Establishment of Escrow. Immediately following (a) On the Effective Timedate hereof, and in accordance with the terms of the Merger Agreement, Purchaser Reorganized Holdings shall issue and deliver the Escrowed Shares to a special escrow account established by the Escrow Agent on behalf of Purchaser and a single certificate for 2,981,227 New Common Shares representing the Stockholder Representative for the benefit of the Stockholders Class 6A Reserve (the “Escrow AccountInitial Reserve Shares”). The Escrowed Shares shall be represented by one or more stock certificates ) registered in the name of the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common StockAgent, the and Escrow Agent shall acknowledge in writing receipt of such certificates to Purchaser and the Stockholder Representative. Any securities of Purchaser issued or distributed in respect of or in exchange for any of the Escrowed Initial Reserve Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrowed Shares for the purposes hereof). The Escrow Agent shall have no responsibility to monitor or compel issuance of any Escrowed Shares in its name, but shall merely hold such shares as are delivered, as provided herein. The Escrowed Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Purchaser and with any cash, securities or other property deposited in the Escrow Account in accordance with Section 4(c) hereof, less any shares released from the Escrow Account and/or cancelled, as the case may be, from time to time in accordance with Section 6 hereof, shall be referred to herein as the “Escrow Fund.” The Escrow Agent agrees to administer the disposition of the Escrow Fund in accordance with the terms and conditions of this Agreement. The Escrow Fund shall be segregated on the books and records of the Escrow Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Purchaser and the Stockholders in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of or any party hereto, except in accordance with Section 6(e) hereof. (b) During the period between the date hereof and the date of the Final Disposition (“Expiration Date”), if any stock dividend, stock split, recapitalization or other changes affecting the outstanding New Common Shares as a class is effected without consideration, then any new, substituted or additional securities or other property that is by reason of any such transaction distributed with respect to the Initial Reserve Shares shall immediately be deposited with Escrow Agent. The Initial Reserve Shares and any adjustments pursuant to this Section 3(b) shall be held collectively referred to as the “Reserve Shares.” Notwithstanding anything contained herein to the contrary, Escrow Agent shall have no duty to invest any cash or proceeds of the sale of Reserve Shares received hereunder. (c) The Reserve Shares have been deposited with Escrow Agent in the Escrow Fund pursuant to Section 3.9 of the Plan as a Class 6A Reserve to be distributed on the account of Allowed Class 6A Claims and disbursed solely for Interests as of the purposes ofExpiration Date in accordance with the terms of the Plan and this Agreement. (d) Escrow Agent hereby agrees to hold and safeguard the Reserve Shares within the Escrow Fund pursuant to the terms of this Agreement, and to hold and disburse the Reserve Shares only in accordance with the terms and conditions ofhereof. (e) Escrow Agent shall not be responsible for computing or ascertaining any amount of securities or other property required to be deposited pursuant to Section 3(b) hereof. (f) Escrow Agent shall hold the Reserve Shares and, this Agreementexcept as permitted by Section 6(e), shall not under any circumstances sell the Reserve Shares.