Common use of Establishment of Escrow Clause in Contracts

Establishment of Escrow. By the Closing Date, the Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Immediately following the Closing DateEffective Time, and in accordance with the Company terms of the Merger Agreement, Purchaser shall deliver, or cause issue and deliver the Escrowed Shares to be delivered, 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 evidencing an aggregate registered in the name of 2,000,000 the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Purchaser Common Stock, the Company’s Common Stock (as equitably adjusted 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 splitsdividends, stock combinationssplits or otherwise, stock dividends shall be issued in the name of the Escrow Agent or similar transactions) (the "Escrow Shares")its nominee, along with bank signature stamped 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 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 Company understands and agrees 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 SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor Escrow Agent shall have transferred no responsibility to monitor or sold all or compel issuance of any portion of Escrowed Shares in its Sharesname, and that each Investor but shall have the right to assign its rights to receive all or any merely hold such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Sharesas are delivered, as provided herein. The Company hereby irrevocably agrees 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 than property deposited in the Escrow Account in accordance with Section 4.11 of 4(c) hereof, less any shares released from the SPA and this Make Good AgreementEscrow Account and/or cancelled, as the Company will not offercase may be, pledgefrom time to time in accordance with Section 6 hereof, sell, contract shall be referred to sell, sell any option or contract herein as the “Escrow Fund.” The Escrow Agent agrees 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 administer the offering of any disposition of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing Fund in accordance with the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing terms and conditions 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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company Escrow Fund shall notify be segregated on the Investors as soon as books and records of the Escrow Shares have been deposited 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 AgentFund 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. By At the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 1,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "“Escrow Shares"”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). Also at the Closing the Indemnitor shall surrender for cancellation a total of 1,000,000 shares outstanding in her name. 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 Company understands and Make Good Pledgor agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Indemnitor 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 the Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares that should be delivered to the Indemnitor are delivered to the Indemnitor or returned to the Make Good Pledgor , or otherwise in violation of Section 4.11 2.02 of the SPA Stock Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By (i) Effective as of the Closing Dateexecution of this Make Good Agreement, the Company Make Good Pledgor has instructed the Transfer Agent to deliver the Escrow Shares (as defined in this Section 2) as provided herein, and the Escrow Agent acknowledges such instruction and agrees to perform the actions set forth in this Section 2. As of the date hereof, the Transfer Agent will note the limitations on the Escrow Shares described in this Section 2. Within fifteen (15) Trading Days following the date hereof, the Transfer Agent shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 2,550,165 shares of the Company’s Common Stock (Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) transactions (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used in this .. The 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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will has advised the Transfer Agent, and the Transfer agent agrees, (x) to place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are cancelled 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 under such registration statements before the date the Escrow Shares should be cancelled or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors Investor Agent as soon as the Escrow Shares have been deposited with the Escrow Agent. Following delivery of the Escrow Shares, the Make Good Pledgor shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Make Good Pledgor otherwise agrees in a separate written instrument.

Establishment of Escrow. By Upon the Closing Dateexecution of this Agreement, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 3,791,218 shares of the Company’s Common Stock (as equitably adjusted for any common stock splitsowned by the Make Good Pledgor, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along together with bank signature stamped stock powers executed in blank (blank, signature medallion guaranteed or such in other signed instrument of transfer form, and substance acceptable for transfer, to be held in escrow pursuant to the Company’s Transfer Agent)terms and conditions of this Agreement. As used in this The 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 Company Pledgor understands and agrees that the Investors’ right to receive 2008 certain of the Escrow Shares (the “Make Good Shares (as defined below) and 2009 Make Good Shares (as defined belowShares”) pursuant to Section 4.11 of the SPA 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 its the shares of Common Stock it acquired under the Securities Purchase Agreement (the “Purchased Shares”), and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Purchased Shares. The Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Make Good Shares). In furtherance thereof, the Company will (x) place a stop order on all The Escrow Shares covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as when the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within ten Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 5,000,000 shares of the Company’s Common Stock (Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) transactions (the "Escrow Shares"), along with bank signature stamped 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 Globex Transfer CorporationLLC, 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 Company Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 2010 Make Good Shares and 2011 Make Good Shares (as defined below) and 2009 Make Good Shares (each as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement Agreement, and its right to receive Anti-dilution Shares, shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Sharesthe 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 shares of Common Stock 2010 Make Good Shares, 2011 Make Good Shares, and Anti-dilution Shares, to other Persons in conjunction with negotiated sales or transfers of any of its SharesShares (it being understood that such assignment will occur automatically in connection with any such transfer unless the transferor and transferee agree in writing otherwise). The Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich 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 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 under such registration statements before the date the Escrow Shares that should be delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2010 Make Good Shares and 2011 Make Good Shares have been deposited with the Escrow Agent. Following delivery by the Make Good Pledgor of the Escrow Shares, the Make Good Pledgor shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Make Good Pledgor otherwise agrees in a separate written instrument.

Establishment of Escrow. By Contemporaneously with the Closing Dateexecution 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 Escrow Agent 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 Shareholders (the “Escrow Account”), 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 Shareholders (the “Escrowed Shares”) in such individual amounts as set forth on Attachment 1 hereto. Upon its receipt of the Escrow Deposit, Escrow Agent shall provide to Buyer and the Shareholders a written receipt therefor. Unless and until the Escrowed Shares are delivered to Buyer as its absolute property pursuant to this Agreement, the Company Shareholders shall deliverbe entitled to vote the Escrowed Shares and to all dividends thereon, which shall be delivered to the Escrow Agent, with all cash dividends being held as part of the Escrow Account and all stock dividends being held as part of the Escrowed Shares. Any common stock or cause other securities distributed with respect to the Escrowed Shares as a result of a dividend, stock split, recapitalization, reclassification or similar transaction shall be delivered, delivered to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares and held as part of the CompanyEscrowed Shares. The cash held in the Escrow Account, including any interest or earnings received in respect thereof, and the Escrowed Shares, less amounts of cash and Escrowed Shares distributed from time to time in accordance with Section 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. At the Buyer’s Common Stock option, the Buyer may deposit (and the Shareholders consent to the deposit of) the Earnout Payment with the Escrow Agent (and Escrow Agent will further deposit the 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 equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactionsdefined in Section 5(a)) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable prior to the Company’s Transfer Agent)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. As used in this Make Good AgreementTo the extent the Claimed Amount equals or exceeds the amount of the Earnout Payment, “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 Buyer shall be permitted to deposit the Company to entire Earnout Payment with the Escrow Agent. The Company understands 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 paid directly by the Buyer to the Shareholders as provided in the Merger Agreement. Buyer agrees that the Investors’ right to receive 2008 Make Good Shares deliver an Escrow Claim (as defined belowhereinafter defined) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA 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 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 the Escrow Account and/or the Escrowed Shares, and that each Investor shall have as the right to assign its rights to receive all case may be, the Earnout Payment (or any such shares of Common Stock portion thereof) shall be, and shall be treated as part of, the Escrow Fund for all purposes hereunder and this Agreement shall apply in the same manner and to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 the same extent as if the Earnout Payment were part of the SPA and this Make Good Agreement, the Company 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 original 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 covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow AgentDeposit.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 6,917,540 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Interwest Transfer CorporationCompany, Inc., 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 Company Make Good Pledgor understands and agrees that the Investors’ HFG’s 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 SPA and this Make Good Agreement shall continue to run to the benefit of each Investor HFG even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor HFG shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to HFG 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 the Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares delivered to HFG are delivered to HFG or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors HFG as soon as the Escrow 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Establishment of Escrow. By On the Closing Date, an aggregate of fifteen percent (15%) of the Company Merger Consideration (the "General Escrowed Merger Consideration"), allocated among the Selling Stockholders as set forth on Annex 2, shall deliver, or cause to be delivered, to deposited with the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) to be held in escrow (the "Escrow SharesAccount") 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"), along as allocated on Annex 2, shall be deposited with bank signature stamped 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 and held by the Company as its stock transfer agent as specified in a writing from Escrow Agent until the Company to the Tax Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares Termination Date (as defined belowin the Escrow Agreement) for the purpose of securing and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 funding the obligations of the SPA and this Make Good Agreement shall continue Selling Stockholders with respect to run to accumulated earnings taxes for the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its SharesCompany's tax years 1994, 1995, 1996, and that each Investor 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 have collectively be referred to as the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares"Escrowed Merger Consideration"). The Company hereby irrevocably agrees that other than Escrowed Merger Consideration shall be held in the Escrow Account and disbursed in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 terms of the Escrow Shares (including Agreement. Notwithstanding the foregoing, the respective Selling Stockholders as the legal owners of any securities convertible intoshares of IDG Common Stock included in the Escrowed Merger Consideration, unless and until disposed of in accordance with the terms of this Merger Agreement and the Escrow Agreement, shall be entitled to exercise the voting rights and 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 Escrowed Merger Consideration as a result of a stock dividend, share exchange, stock split, or exchangeable forother action in respect of IDG Common Stock, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent shall be held 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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow AgentAccount as additional Escrowed Merger Consideration.

Establishment of Escrow. By Seller and Buyer will concurrently herewith establish an escrow (the "Escrow") with National Title Company, 000 Xxxx Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx ("Escrow Agent") for the purpose of consummating the purchase and sale of the Purchased Assets. The escrow instructions (the "Escrow Instructions") shall be upon such form as is normally used by Escrow Agent, a copy of which is attached hereto as Exhibit "D" and incorporated herein by reference; provided, however, that any conflict between the terms and provisions of said Escrow Instructions and the terms and provisions of this Agreement shall be resolved in favor of this Agreement. Escrow fees charged by Escrow Agent shall be 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 a per diem basis and apportioned between Seller and Buyer as of the 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 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 Company shall deliverCharges relating to, or cause arising in respect of, any period after the Closing Date. Seller shall deposit with Escrow Agent, to be delivered, to the held by Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of until the Company’s Common Stock (as equitably adjusted for any stock splitsClosing, stock combinations, stock dividends or similar transactions) (executed documents necessary to convey Seller's interest in the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable Purchased Assets 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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow AgentBuyer.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent original certificates evidencing an aggregate of 2,000,000 1,300,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped original executed stock powers and an original 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 letter from the Company to guaranteeing the Escrow Agentsignature on the stock powers. The Company understands Purchasers understand and agrees agree that the InvestorsPurchasers’ right to receive 2008 2010 Make Good Shares, 2011 Make Good Shares and 2012 Make Good Shares (as defined below) and 2009 Make Good Shares (each as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue only in proportion to run and only as to the benefit number of each Investor even if such Investor shall Shares Purchasers acquired pursuant to the Securities Purchase Agreement or received under this Make Good Agreement which have not been transferred or sold all (i.e., the number of remaining shares so purchased or any portion of its Sharesreceived and still owned or shall be owned by the Purchasers on the relevant date), and that each Investor the right to receive any Make Good Shares is personal to Purchasers and Purchasers shall not have the right to assign its their rights to receive all or any such shares of Common Stock 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. The Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich 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 under such registration statements 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 Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors 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, and as part of such notice, state the 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 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 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 Make Good Pledgor. The Purchasers acknowledge and agree that 1,000,000 of the Escrow Shares (as equitably adjusted for any stock split, stock combination, recapitalization or similar transaction) (the “Tongley Shares”) shall be 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 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 Tongley Shares and the Lead Purchaser shall not have any rights to the Other Purchaser Shares and the Escrow Agent shall not under any circumstances release the Tongley Shares to any Purchaser other than the Lead Purchaser nor shall it release the Other Purchaser Shares to Tongley.

Establishment of Escrow. By Contemporaneously with the Closing DateClosing, the Company Make Good Pledgor shall deliver, deliver or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (such shares delivered by Make Good Pledgor being collectively referred to as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the “"Escrow Shares"”), along with bank signature stamped 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 CorporationEmpire Stock Transfer, 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 Company Make Good Pledgor understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to 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 Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares delivered to the Investors are delivered to the investors or returned to Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify deliver a written notice to the Investors as soon as confirming delivery of the Escrow 2008 Make Good Shares have been deposited with to the Escrow Agent.

Establishment of Escrow. By Within three Business Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate number of 2,000,000 shares of the Company’s 's Common Stock equal to the number of PIPE Common Shares (the "Initial Escrow Shares" and together with the Replenishment Shares (as equitably adjusted for any stock splitsdefined in Section 4.7(a) of the Securities Purchase Agreement, stock combinationscollectively, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s '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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company 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 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 transfer order on all Escrow Shares covered by any registration statementswhich 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 in writing of the stop transfer order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor any Escrow Shares under before the date when such registration statements Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Initial Escrow Shares and the Replenishment Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By the Closing Date, the Company shall deliver, or cause to be delivered, Parent has delivered to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares and the Escrow Agent acknowledges receipt of the Company’s Common Stock (as equitably adjusted Escrow Shares in the form of a single stock certificate registered in the name of the nominee of the Escrow Agent [ ]. The Escrow Agent shall hold the Escrow Shares, and any dividends or 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 name or the name of its nominee, in accordance with this Escrow Agreement. The Escrow 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 stock splits, stock combinations, stock dividends or similar transactions) (intended purpose of the "Escrow Shares"). The Escrow Agent shall be under no obligation to preserve, along with bank signature stamped stock powers executed protect or exercise rights in blank (or the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such other signed instrument of transfer acceptable to the Company’s Transfer Agent). As used duties on its part as are expressly set forth in this Make Good Agreement; except that the Escrow Agent shall, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by at the Company as its stock transfer agent as specified in a writing from written request of the Company Shareholders' Agent given to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares Agent at least three (as defined below3) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run business days prior to the benefit of each Investor even if such Investor shall have transferred date on which the Escrow Agent is requested therein to take any action, deliver to the Shareholders' Agent a duly executed proxy or sold all or any portion of its Shares, and that each Investor shall have other instrument in the right form supplied to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of it by the SPA and this Make Good Agreement, the Company 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 Shareholders' Agent for voting or otherwise transfer or dispose of, directly or indirectly, or announce the offering exercising any right of consent with respect to any of the Escrow Shares (including held by it hereunder, which proxy or other instrument shall authorize the Shareholders' Agent to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any securities convertible intoparty, notifying any party with respect to, or exchangeable fortaking any action with respect to, any notice, solicitation or representing other document or information, written or otherwise, received from Parent or other person with respect to the rights to receive Escrow Shares). In furtherance thereof, including but not limited to, proxy material, tenders, options, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing pendency of the stop order calls and the restrictions on such Escrow Shares under this Make Good Agreement maturities and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation expiration of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agentrights.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares 1,800,261shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company understands Make Good Pledgor understand and agrees agree that the Investors’ right to receive 2008 2009 Make Good Shares (as defined below) and 2009 2010 Make Good Shares (as defined below) pursuant to Section 4.11 4.7 of the SPA 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 its Sharesthe 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 shares of Common Stock 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 Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich 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 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 under such registration statements before the date the Escrow Shares that should be delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2009 Make Good Shares and 2010 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Concurrently with the Closing Dateexecution and delivery of this Escrow Agreement, the Company shall deliverGrantor hereby establishes the Escrow and assigns, or cause to be deliveredconveys, transfers and delivers to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares in escrow as secured party for the sole and exclusive benefit of the Company’s Common Stock (Beneficiary, Qualified Assets as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) listed in Exhibit A hereto (the "“Initial Escrow Shares"Assets”), along with bank signature stamped stock powers executed in blank (or the receipt of which the Escrow Agent hereby acknowledges, to have and to hold 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 Qualified Assets and such other entity hereafter retained by the Company additional Qualified Assets as its stock transfer agent as specified in a writing from the Company shall be added to the Escrow Agent. The Company understands and agrees that (in such form as the Investors’ right Escrow Agent shall require to receive 2008 Make Good Shares (as defined belowenable the Escrow Agent to sell or otherwise convert such additional Qualified Assets to Cash) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 the terms and conditions of this Escrow Agreement for the uses and purposes set forth herein. Assignment, conveyance, transfer and delivery of the SPA Initial Escrow Assets (and such additional Qualified Assets as shall be added to the Escrow in accordance with the terms and conditions of this Make Good 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 Company will not offerEscrow Agent, 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 accompanied by duly executed instruments of transfer or dispose ofassignment in blank and (ii) securities in Book Entry Form, directly or indirectlyshall be delivered by such other method of transfer as may be appropriate including, or announce where applicable, Book Entry on the offering of any books and records of the Escrow Shares (including Agent or another depository as required in the definition of Book Entry Form, provided that the Beneficiary’s right to withdraw such securities is not impaired in any securities convertible into, or exchangeable for, or representing way. The Grantor hereby represents and warrants to the rights to receive Beneficiary and the Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing that each of the stop order and Initial Escrow Assets is a Qualified Asset and, in the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation aggregate, have a Market Value of Section 4.11 at least $ as of the SPA and this Make Good Agreementdate of transfer. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with 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.

Establishment of Escrow. By the Closing Date, the Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactionsa) (the "Escrow Shares"), along with bank signature stamped 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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been Bank has deposited with the Escrow Agent upon execution hereof Certificate No. representing the total amount of shares held by the Bank, Escrow Agent is directed to deliver such Certificate No. to Xxxxx Fargo Shareowner Services ("Transfer Agent") directing the Transfer Agent to reissue two Certificates, with one representing the Sale Shares, together with an assignment separate from certificate authorizing the transfer of the 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 "REPURCHASE RIGHT"). ANY 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. ANY PERSON ACQUIRING ANY PORTION OF THESE SECURITIES SHALL BE DEEMED TO HAVE ADOPTED AND BE BOUND BY SUCH REPURCHASE RIGHTS. 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.

Establishment of Escrow. By Within 30 days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 150,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) owned by him (the "Escrow Shares"), along with bank signature stamped 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 CorporationComputershare Trust Company, 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 Company Make Good Pledgor understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) ), and the 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA 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 its SharesNotes, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its SharesNotes. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statements, (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 the Make Good Pledgor or the Company, as applicable to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good AgreementAgreement . If within thirty (30) days following the Closing, the Make Good Pledgor and the Company each shall not have deposited the 2008 Make Good Shares and the 2009 Make Good Shares into escrow in accordance with this Make Good Agreement along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer reasonably acceptable to the Company’s transfer agent), then, upon written demand from an Investor, the Company shall promptly, and in any event within thirty (30) days from the date of such written demand, pay to that Investor, as liquidated damages, an amount (the liquidated damages payable under this Section 2 shall be independent of any other damages payable under this Make Good Agreement or any other Transaction Document) equal to that Investor’s entire Investment Amount without interest thereon. As a condition to the receipt of such payment, the Investor shall return to the Company for cancellation the certificates evidencing the Notes and the Warrants acquired by the Investor under the SPA. The Company shall notify the Investors as soon as the Escrow 2008 Make Good Shares and the 2009 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within ten Trading Days following the Closing DateClosing, the Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 2,100,000 shares of the Company’s Common Stock (Stock, as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) transactions (the "Escrow Shares"), along with bank signature stamped 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 CorporationVertalo, 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 Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares (as defined below) and 2009 2023 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA 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 its Sharesthe 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 shares of Common Stock 2023 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its SharesShares (it being understood that such assignment will occur automatically in connection with any such transfer unless the transferor and transferee agree in writing otherwise). The Company hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Investors or returned to the Company, (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 Company to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares that should be delivered to the Investors are delivered to the Investors or returned to the Company, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2023 Make Good Shares have been deposited with the Escrow Agent. Following delivery by the Company of the Escrow Shares, the Company shall not be required to deliver any additional securities or other property to the Escrow Agent or the Investors under any circumstances unless the Company otherwise agrees in a separate written instrument.

Establishment of Escrow. By The Deposit will be held in trust by Lindabury, McCormick, Xxxxxxxxx & Xxxxxx, P.C. ("Escrow Agent"), in an attorney trust account with Bank of America, N.A. or Valley National Bank, at Escrow Agent's discretion (the Closing Date"Trust Account Bank"), subject to the Company terms and conditions of this Section 5. Upon Escrow Agent's receipt of a fully and properly completed and signed Form W-9 from each of Seller and Purchaser (a copy of Form W-9 is appended hereto), Escrow Agent shall deliverplace the Deposit in an interest-bearing attorney trust account and interest shall thereupon accrue at the rate determined by the Escrow Control Department of the Trust Account Bank. Promptly after placing the Deposit in an interest-bearing attorney trust account, or cause to be deliveredEscrow Agent shall provide Purchaser and Seller with the relevant account and sub account numbers. Escrow Agent shall deliver the Deposit, together with all interest earned thereon, to Purchaser or Seller, as the Escrow Agent certificates evidencing an aggregate case may be, under the following conditions: (a) To or for the benefit of 2,000,000 shares Seller at the Closing; or (b) Upon receipt from Purchaser of a copy of a written notice of termination of this Agreement at any time on or prior to the Company’s Common Stock Due Diligence Termination Date (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactionshereinafter defined) (the "Escrow SharesDue Diligence Termination Notice"), along the entire Deposit, together with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable all interest earned thereon, shall promptly be returned to Purchaser. Seller acknowledges that Seller shall have no right to object to the Company’s Transfer Agent)release and return of the Deposit to Purchaser at any time on or prior to the Due Diligence Termination Date. As used (c) Upon written demand by either party (a "Deposit Demand") for the release of the Deposit after the Due Diligence Termination Date, Escrow Agent shall deliver written notice to Purchaser and Seller indicating that it has received such a demand, which notice shall be delivered 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 manner specified in Section 19 of this Agreement. If Escrow Agent does not receive a writing from the Company written objection to the Escrow Agent. The Company understands and agrees 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 release of the SPA and this Make Good Agreement Deposit within five (5) business days following its delivery of the notice of the Deposit Demand, then Escrow Agent shall continue to run to release the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than Deposit in accordance with Section 4.11 the Deposit Demand. If Escrow Agent receives a notice objecting to the release of the SPA and this Make Good AgreementDeposit, the Company 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 then Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will Agent may either (x) place retain the Deposit, together with all interest earned thereon, in its trust account until both parties consent, in writing, to its release, or until issuance of a stop order on all Escrow Shares covered final non-appealable judgment by any registration statements, a court of competent jurisdiction directing the release; or (y) notify interplead the Transfer Deposit into the New Jersey Superior Court, in which event any reasonable costs incurred by Escrow Agent in writing of the stop order commencing such interpleader action, will be shared equally by Purchaser and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good AgreementSeller. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent5.2.

Establishment of Escrow. By Concurrently with the Closing Dateexecution and ----------------------- delivery of this Escrow Agreement, the Company shall deliverGrantor hereby establishes the Escrow and assigns, or cause to be deliveredconveys, transfers and delivers to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares in escrow as secured party for the sole and exclusive benefit of the Company’s Common Stock (Beneficiary, Qualified Assets as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) listed in Exhibit A hereto (the "Initial Escrow SharesAssets"), along with bank signature stamped stock powers executed in blank (or the receipt of which the Escrow Agent hereby acknowledges, to have and to hold 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 Qualified Assets and such other entity hereafter retained by the Company additional Qualified Assets as its stock transfer agent as specified in a writing from the Company shall be added to the Escrow Agent. The Company understands and agrees that (in such form as the Investors’ right Escrow Agent shall require to receive 2008 Make Good Shares (as defined belowenable the Escrow Agent to sell or otherwise convert such additional Qualified Assets to Cash) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 the terms and conditions of this Escrow Agreement for the uses and purposes set forth herein. Assignment, conveyance, transfer and delivery of the SPA Initial Escrow Assets (and such additional Qualified Assets as shall be added to the Escrow in accordance with the terms and conditions of this Make Good Escrow Agreement) shall be accomplished as follows: (i) securities in Physical Form shall be delivered in suitable form for transfer by the Escrow Agent, the Company 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 accompanied by duly executed instruments of transfer or dispose ofassignment in blank and (ii) securities in Book Entry Form, directly or indirectlyshall be delivered by such other method of transfer as may be appropriate including, or announce where applicable, Book Entry on the offering of any books and records of the Escrow Shares (including Agent or another depository as required in the definition of Book Entry Form, provided that the Beneficiary's right to withdraw such securities is not impaired in any securities convertible intoway. 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 exchangeable forin part by the Beneficiary as provided herein. The Beneficiary may require, or representing in its sole discretion, in order to secure the rights 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 receive the Escrow Shares). In furtherance 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 Company will (x) place a stop order on Grantor shall make all Escrow Shares covered by any registration statementsnecessary and appropriate filings, (y) notify if any, to perfect and maintain the Transfer Agent in writing perfected status of the stop order and security interest granted hereby. Without limiting the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 generality of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as foregoing, a security interest is granted in each of the Escrow Shares have been deposited with Assets to the Escrow AgentAgent as secured party for the sole and exclusive benefit of the Beneficiary, to secure the timely and complete payment and performance of all of the 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 provided herein.

Establishment of Escrow. By the Closing DateWithin five (5) Trading Days following each Closing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 15% of the maximum number of shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) issuable upon conversion of the Notes sold at such Closing (the "“Escrow Shares")”) pursuant to the Securities Purchase Agreement, along with bank signature stamped 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 American Registrar & Transfer CorporationCo., 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 Company Make Good Pledgor understands and agrees that the Investors’ right rights to receive 2008 Make Good Shares (as defined below) and 2009 the Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement shall not continue to run to the benefit of each an Investor even if to the extent such Investor shall have transferred or sold all or any portion of its SharesNotes, and that each Investor shall have the right to assign its rights to receive all or after any such shares of Common Stock transfer or sale such rights shall run to other the Persons in conjunction with negotiated sales or transfers of any of its Sharesreceiving such Units. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company 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 Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company and the Make Good Pledgor will (x) place a stop order on all Escrow Shares covered by any registration statementswhich 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 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 to resell or transfer by the Make Good Pledgor or anyone else any Escrow Shares under before the date when such registration statements Escrow Shares are delivered to the Investor Agent and Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company and the Make Good Pledgor shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within three business days of the Closing Dateexecution of this Agreement by the Make Good Pledgor, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 2,513,758 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company Make Good Pledgor understands and agrees 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 SPA 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 its Shares, and that each Investor HFG shall have the right to assign its rights to receive all or any such shares of Common Stock 2009 Make Good Shares and 2010 Make Good Shares to other Persons in conjunction with negotiated sales or transfers of any of its Sharespersons. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company he 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 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 covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to HFG 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 under such registration statements before the date the Escrow Shares that should be delivered to HFG are delivered to HFG or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors HFG as soon as the Escrow 2009 Make Good Shares and 2010 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By the Closing Date, the Company shall deliver, or cause to be delivered, Parent has delivered to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares and the Escrow Agent acknowledges receipt of the Company’s Common Stock (Escrow Shares in the form of a single stock certificate registered in the name of Xxxx & Co. as equitably adjusted nominee for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company understands and agrees 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 SPA and this Make Good Agreement shall continue to run to the benefit address of each Investor even Shareholder and (if such Investor applicable) the taxpayer identification of each Shareholder are set forth in ANNEX B attached hereto. The Escrow Agent shall have transferred or sold all or any portion of its hold the Escrow Shares, and that each Investor any dividends or 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 name or the name of its nominee, in accordance with this Escrow Agreement. The Escrow 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 right to assign its rights to receive all genuineness, validity, market value, title or sufficiency for any such shares intended purpose of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its the Escrow Shares. The Company hereby irrevocably agrees that other than Escrow Agent shall be under no obligation to preserve, protect or exercise rights in accordance with Section 4.11 the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Escrow Agreement. Notwithstanding the foregoing, if the Escrow Agent is so requested in a written request of the SPA and this Make Good AgreementShareholders' 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 Company will not offerEscrow Agent shall execute or cause its nominee to execute, pledge, sell, contract and deliver to sell, sell any option the Shareholders' Agent a proxy or contract other instrument in the form supplied to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase it by the Shareholders' Agent for voting or otherwise transfer or dispose of, directly or indirectly, or announce the offering exercising any right of consent with respect to any of the Escrow Shares (including any securities convertible intoheld by it hereunder, to authorize therein the Shareholders' Agent to exercise such voting 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 covered by any registration statements, (y) notify the Transfer Agent consent authority in writing respect 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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with (provided that the Escrow AgentAgent 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 maturities and expiration of rights.

Establishment of Escrow. By At the Closing DateEffective Time, and in accordance with the Company terms of the Merger Agreement, Parent shall deliver, or cause deliver the Escrow Shares to be delivered, to a special escrow account established by the Escrow Agent on behalf of Parent and the Stockholder Representative for the benefit of the Company Stockholders (the “Escrow Account”). The Escrow Shares shall be represented by one or more stock certificates evidencing an aggregate registered in the name of 2,000,000 the Escrow Agent or its nominee. Upon receipt of certificates representing such shares of Parent Common Stock, the Company’s Common Stock (as equitably adjusted Escrow Agent shall acknowledge in writing receipt of such certificates to Parent and the Stockholder Representative. Any securities of Parent or any other issuer distributed in respect of or in exchange for any of the Escrow Shares, whether by way of stock splitsdividends, stock combinationssplits or otherwise, stock dividends shall be issued in the name of the Escrow Agent or similar transactions) (the "Escrow Shares")its nominee, along with bank signature stamped 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 and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account (such securities being considered Escrow Shares for the purposes hereof). The Company understands and agrees 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 SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor Escrow Agent shall have transferred no responsibility to monitor or sold all or compel issuance of any portion of Escrow Shares in its Sharesname, and that each Investor but shall have the right to assign its rights to receive all or any merely hold such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Sharesas are delivered, as provided herein. The Company hereby irrevocably agrees Escrow Shares held in the Escrow Account, together with any further shares that may be deposited in the Escrow Account by Parent and with any securities or other than property deposited in the Escrow Account in accordance with Section 4.11 of 4(c) hereof, less any shares released from the SPA Escrow Account and/or disbursed to Parent, as the case may be, from time to time in accordance with Sections 6 and this Make Good Agreement7 hereof, shall be referred to herein as the Company will not offer, pledge, sell, contract “Escrow Fund.” The Escrow Agent agrees 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 administer the offering of any disposition of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing Fund in accordance with the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing terms and conditions 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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company Escrow Fund shall notify be segregated on the Investors as soon as books and records of the Escrow Shares have been deposited Agent from the other assets of the Escrow Agent and shall be held by the Escrow Agent in trust for the benefit of Parent and the Company Stockholders in accordance with the terms and conditions of this Agreement. The Escrow AgentFund 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. By The Escrow Amount will be held and disbursed by U.S. Bank, N.A. (the “Escrow Agent”) pursuant to the escrow agreement (the “Escrow Agreement”) to be entered into at or before Closing substantially in the form attached hereto as Exhibit A for the purpose of securing and funding the Equity Holders' obligations pursuant to Article VIII or any other provision hereof (the “Escrow Fund”). Distributions of any amounts from the Escrow Fund shall be governed by the terms and conditions of the Escrow Agreement and Article VIII of this Agreement. Subject to the terms and provisions of this Section 2.08 and the Escrow Agreement, on the first Business Day following the first anniversary of the Closing Date (the “Escrow Release Date”), the Escrow Agent shall disburse to the Equity Holders, in accordance with their respective Pro Rata Portions, the Escrow Fund (as reduced by any amounts previously disbursed to Parent pursuant to the Escrow Agreement) in accordance with the terms of the Escrow Agreement. In the event, however, that Agent has received, on or before the Escrow Release Date, a notice (a “Claim Notice”) submitted in good faith by Parent that the Company Escrow Agent may be required to disburse all or a portion of the Escrow Fund, such claimed amount (the “Claim Amount”) to Parent pursuant to Section 8.01(a), then the portion of the Escrow Fund subject to such Claim Notice shall deliver, or cause continue to be deliveredheld by the Escrow Agent until the Claim Amount with respect thereto has been resolved. As soon as any dispute with respect to any such Claim Amount has been resolved in accordance with the terms of the Escrow Agreement, the Escrow Agent shall be instructed to disburse such portion of the Escrow Fund, if any, that is required to be disbursed to Parent pursuant to Section 8.01(a) in connection with such Claim Amount, and the Escrow Agent shall disburse the entire remaining portion of the Escrow Amount, if any, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than Equity Holders in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agenttheir respective Pro Rata Portion.

Establishment of Escrow. By Pursuant to Section 4.2(d) of the Closing DateMerger Agreement, Parent has delivered to the Special Escrow Fund Agent and the Special Escrow Fund Agent acknowledges receipt of the Special Escrow Shares in the form of stock certificates registered in the name of Xxxx & Co. as nominee for the Special Escrow Fund Agent. The name and address of each Shareholder, the Company 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 deliverhold the Special Escrow Shares, and any dividends or cause 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, in escrow, in its name or the name of its nominee, in accordance with this Escrow Agreement. The Special Escrow 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 deliveredunder no obligation to preserve, protect or exercise rights in the Special Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in 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 certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank is requested therein to take such action (or such other signed instrument of transfer later date as may be acceptable to the Company’s Transfer Special Escrow Fund Agent). As used , 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 this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained the form supplied to it by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 Shareholders' Agent for voting or otherwise transfer or dispose of, directly or indirectly, or announce the offering 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 (including provided that the Special Escrow Fund Agent shall not be obliged to execute any securities convertible intosuch 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 exchangeable fortaking any action with respect to, any notice, solicitation or representing other document or information, written or otherwise, received from Parent or other person with respect to the rights to receive Special Escrow Shares). In furtherance thereof, including but not limited to, proxy material, tenders, options, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing pendency of the stop order calls and the restrictions on such Escrow Shares under this Make Good Agreement maturities and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation expiration of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agentrights.

Establishment of Escrow. By (a) Borrower shall deliver the Closing DateSecurity Deposit to Lender (such funds together with any further funds delivered by Borrower, or any income derived therefrom, the Company "Escrow Funds") in the amount of $1,500,000.00 to Lender, as Escrow Agent, and Lender accepts such funds under the terms and conditions of this Agreement. 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 deliverbe borne by the Borrower. The Escrow Funds shall be held and disbursed 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 cause guaranteed thereby, as Borrower shall direct from time to be delivered, time and at any time. Prior to investing the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares Funds into such securities or obligations of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) United States government the following conditions must be met (the "Escrow SharesModification Conditions"), along with bank signature stamped stock powers executed ): 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 blank (or such other signed instrument of transfer acceptable designation. In no event shall the Escrow Funds be deemed to the Company’s Transfer Agent). As used in this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporationbe part of, or such other entity hereafter retained by commingled with, any property or assets of Lender. In the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees 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 SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold event for any reason all or any portion of its Sharesthe Escrow Funds shall be used or applied to satisfy any claim against or expense of Lender, and that each Investor shall have including, without limitation, in any insolvency, bankruptcy or other legal proceeding, or in the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers event of any of its Shares. The Company hereby irrevocably agrees that other than realized loss in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 principal of the Escrow Shares (including Funds while invested in the Fund, Borrower shall be entitled to offset the amount so used, applied or lost from any securities convertible into, or exchangeable for, or representing sum owing to Lender under the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow AgentLoan Documents.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgors shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 1,293,748 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "“Escrow Shares"”), along with bank signature stamped 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 CorporationIsland Stock Transfer, Inc., 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 Company Each of the Make Good Pledgors understands and agrees that the Investors’ right to receive 2008 Make Good the Escrowed Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA 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 its Sharesthe Shares it acquired under the Subscription Agreement, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock Escrow Shares to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Each of the Make Good Pledgors hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company Make Good Pledgors 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 Escrow Escrowed 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 covered by any registration statementswhich shall expire on the date the Escrowed Shares are delivered to the Investors or returned to the Make Good Pledgors, (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 under such registration statements before the date the Escrowed Shares that should be delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgors, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Escrowed Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By the Closing Date, the Company shall deliver, or cause to be delivered, (a) Genmar has delivered to the Escrow Agent certificates evidencing an aggregate and the Escrow Agent acknowledges receipt of 2,000,000 [____________] shares of Genmar common stock, par value $.01 per share (the "Recapitalization Shares") in the form of a single stock certificate. The Recapitalization Shares shall be held in 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 Company’s Common Stock 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 (as equitably adjusted for together, the Recapitalization Shares and any stock splitssuch additional shares or cash, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank () shall be and become part of the escrow deposit hereunder. Unless and until the Escrow Shares are returned to Genmar or such other signed instrument of transfer acceptable delivered to the Company’s Transfer Agent). As used in Recipients pursuant to the terms of this Make Good Agreement, “Transfer Agent” means Securities Transfer Corporation, or such other entity hereafter retained by each Recipient shall have the Company as its stock transfer agent as specified in a writing from the Company right to direct the Escrow Agent. The Company understands and agrees that Agent in writing to vote the Investors’ right Escrow Shares allocated to receive 2008 Make Good Shares a sub-Escrow Account (as defined below) in respect of such Recipient; PROVIDED that Genmar and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if not such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor Recipient shall have the right to assign its rights to receive all or vote any such shares Escrow Shares allocated to such sub-Escrow Account if Genmar has not yet instructed the Escrow Agreement to release some Escrow Shares allocable to such Recipient in any sub-Escrow Account pursuant to the closing of Common Stock to other Persons a transaction between Genmar and such Recipient as described in conjunction with negotiated sales or transfers the Plan of any of its SharesRecapitalization. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 Escrow Agent must vote the Escrow Shares according to the instructions of such Recipient or Genmar (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (xas applicable) place a stop order on all Escrow Shares covered by any registration statements, (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 may not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as vote the Escrow Shares have been deposited with without the Escrow Agentinstruction of such Recipient or Genmar (as applicable).

Establishment of Escrow. By Buyer and Seller both hereby acknowledge and agree that Escrow Agent shall hold and deliver the Closing Date, Deposit in accordance with the Company terms and conditions of this Agreement. Escrow Agent shall deliver, be relieved from any responsibility or cause to be delivered, liability and held harmless by both Buyer and Seller in connection with the 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 certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights 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 any further liability hereunder. Escrow Agent agrees to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than and hold the Xxxxxxx Money in accordance with Section 4.11 the terms 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 SPA and escrow funds pursuant to this Make Good 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 Agent hereunder shall be limited to the Company 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 safekeeping of the escrow funds and the disposition of same in accordance with the provisions hereof. Buyer and Seller hereby release Escrow Shares (including Agent from any securities convertible into, or exchangeable for, or representing the rights losses incurred with respect to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered funds deposited hereunder by any registration statements, (y) notify the Transfer Agent in writing reason of the stop order 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 restrictions on such Escrow Shares escrow agent under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within five Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 7,492,154 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "“Escrow Shares"”), along with bank signature stamped 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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich shall expire on the date the Escrow Shares are delivered to the Make Good Beneficiaries 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 under such registration statements before the date the Escrow Shares that should be delivered to the Make Good Beneficiaries are delivered to the Make Good Beneficiaries or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors Make Good Beneficiaries as soon as the Escrow Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 1,669,398 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company understands Make Good Pledgor understand and agrees 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 SPA 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 its Sharesthe 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 shares of Common Stock 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 Company Make Good Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company 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 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 covered by any registration statementswhich 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 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 under such registration statements before the date the Escrow Shares that should be delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By (a) Pursuant to the Closing DateMerger 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 deliver, or cause make appropriate adjustments to be delivered, the number and composition of the Escrow Shares and shall update Exhibit A accordingly. The Company shall promptly deliver to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 revised Exhibit A. Until released from the Company to the Escrow Agent. The Company understands and agrees 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 terms of the SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 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 covered by any registration statements, (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 to resell or transfer certificate evidencing any Escrow Shares under such registration statements shall be stamped or otherwise imprinted with a legend in violation of Section 4.11 of substantially the SPA and this Make Good Agreementfollowing 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. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow AgentTHESE 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.”

Establishment of Escrow. By On this date, WebMD has executed a stock certificate in negotiable form representing the Closing Date, the Company shall deliver, or cause to be delivered, to Escrow Shares and naming the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares as the registered holder for the benefit of the Company’s Common Stock Shareholders. Schedule 1 to this Agreement shows ---------- for each Shareholder (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactionsi) the respective percentage interest (the "Percentage Interest") of each such Shareholder in the Escrow Shares"), along with bank signature stamped stock powers executed in blank and (or such other signed instrument ii) the corresponding aggregate maximum number of transfer acceptable shares of WebMD Series B Preferred Stock issuable to each Shareholder, subject to the Company’s Transfer Agent)adjustments provided herein. As used in this Make Good AgreementThe Escrow Agent shall hold the Escrow Shares on behalf of, “Transfer Agent” means Securities Transfer Corporation, or and as a convenience to WebMD and the Shareholders with the same force and effect as if such other entity hereafter retained shares had been delivered by the Company as its stock transfer agent as specified in a writing from the Company WebMD to each Shareholder and subsequently delivered by such Shareholder to the Escrow Agent. The Company understands Escrow Agent shall hold the Escrow Shares for the benefit of WebMD and agrees that the Investors’ right Shareholders, as the case may be. Any and all future cash dividends on the Escrow Shares shall be paid in accordance with this Agreement. From and after the Effective Time, 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 2008 Make Good Shares any shares from the Escrow Fund unless and until a Loss Notice or Loss Notices (as defined below) and 2009 Make Good Shares (as defined below) identifying Indemnifiable Losses, the aggregate amount of which exceed $50,000, have been delivered to the Escrow Agent pursuant to Section 4.11 the terms hereof; in such case, an Indemnitee may recover from the Escrow Fund its Losses in excess of the SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than $50,000 in accordance with Section 4.11 of the SPA terms and this Make Good Agreement, the Company 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 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 covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agentprovisions hereof.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 49,411,763 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Interwest Transfer CorporationCompany, Inc., 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 Company Make Good Pledgor understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares)) or engage in any Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statementswhich 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 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 the Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements before the date the Escrow Shares delivered to the Investors are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow 2008 Make Good Shares and 2009 Make Good Shares have been deposited with the Escrow Agent. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Establishment of Escrow. By Within three Business Days following the Closing DateClosing, the Company Make Good Pledgor shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate number of 2,000,000 shares of the Company’s 's Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) equal to the number of PIPE Common Shares (the "Initial Escrow Shares"" and together with the Replenishment Shares (as defined in Section 4.7(a) of the Securities Purchase Agreement, collectively, the “Escrow Shares”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company’s '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 Company understands and agrees 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 SPA 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 its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company Pledgor hereby irrevocably agrees that that, other than in accordance with Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement, the Company 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 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 transfer order on all Escrow Shares covered by any registration statementswhich 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 in writing of the stop transfer order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer by the Make Good Pledgor any Escrow Shares under before the date when such registration statements Escrow Shares are delivered to the Investors or returned to the Make Good Pledgor, or otherwise in violation of Section 4.11 4.7 of the SPA Securities Purchase Agreement and this Make Good Agreement. The Company shall notify the Investors as soon as the Initial Escrow Shares and the Replenishment Shares have been deposited with the Escrow Agent.

Establishment of Escrow. By Within three Trading Days following the Closing DateClosing, the Company Make Good Pledgors shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 29,166,667 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 CorporationInterwest Stock Transfer, 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 AgentAgent and Antaeus. The Company understands and shall notify the Investors in writing that the Escrow Shares have been placed into escrow as required by this Make Good Agreement within two Trading Days following the deposit of such Escrow Shares into escrow in accordance with the terms of this Make Good Agreement. Each Make Good Pledgor hereby agrees that the Investors’ right its obligation to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) transfer shares of Common Stock to Investors pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each any Investor even if such Investor who shall have transferred or sold all or any portion of its SharesSecurities, and that each Investor Investors shall have the right to retain, transfer or assign its rights to receive all or any such shares of Common Stock Escrow Shares to other Persons in conjunction with negotiated sales or transfers of any of its SharesSecurities. The Company Each Make Good Pledgor hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company such Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, loan, 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 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 an irrevocable stop order on all Escrow Shares covered by any registration statements, (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 either Make Good Pledgor to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow AgentAgreement including under Rule 144.

Establishment of Escrow. By As of the Closing Effective Date, and at ADP's expense, EACC will deliver in escrow, pursuant to the Company terms hereof, the Source Code and documentation for the EACC Product (including, without limitation, telemarketing requirements, operational requirements, workflows, EACC Vendor names, addresses and contacts and such other information necessary, helpful and/or appropriate for ADP to provide the EACC Product on an in-house basis which shall deliverbe collectively referred to as the "Product Support Data") to the third party escrow agent ("Escrow Agent"). The terms of escrow are set forth in Exhibit M hereto. EACC hereby agrees to appoint Robert J. Singer, Senior Atxxxxxx, Xxxxxxxxc Data Processing, Inc., as Escrow Agent. All costs and fees associated with such escrow agreement shall be borne by ADP, including without limitation, the establishment and maintenance of the escrow agreement, update fees, and escrow release fees. If one of the following events occurs during any period (whether during or cause after the termination of this Agreement) when the ADP Acquired Clients are still being supported by ADP or are required hereunder to be deliveredsupported by EACC, ADP shall be entitled to request a release of and obtain the Source Code and Product Support Data from the Escrow Agent certificates evidencing and obtain from EACC an aggregate assignment of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted all applicable EACC Vendor agreements for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped 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 Company understands and agrees 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 SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if ADP: (i) EACC ceases doing business and its business is not continued by another corporation or entity reasonably acceptable to ADP; (ii) EACC makes a general assignment for the benefit of creditors; (iii) EACC suffers or permits the appointment of a receiver for its business or assets and such Investor shall have transferred appointment is not terminated within 90 days; (iv) EACC has materially failed to support the ADP Managed Network Solution as required under this Agreement and has not remedied such failure within 30 days of receiving notice of such failure, which notice referenced this Section 19.1, as mutually agreed by both Parties or sold all as determined by a court of competent jurisdiction; (v) EACC has materially failed to assist/support ADP after termination as required by Section 17.5 and has not remedied such failure within 30 days of receiving notice of such failure, which notice referenced this Section 19.1, as mutually agreed by both Parties or as determined by a court of competent jurisdiction; (vi) EACC avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any portion other statute of its Sharesany state relating to insolvency or the protection of rights of creditors or conditions outlined elsewhere and such proceeding is not dismissed within 30 days. Additionally, EACC shall immediately make available to ADP all the data/information of the ADP Acquired Clients. During the term of this Agreement and during the period of time thereafter in which EACC is required to continue supporting the ADP Acquired Clients, EACC shall routinely, but no less often than once per calendar quarter, deposit the Source Code and Product Support Data of the EACC Product to include any updates, provided, however, that each Investor Source Code and Product Support Data for all prior versions of the EACC Product shall remain on deposit. EACC shall provide ADP with prompt written notice of all Source Code and Product Support Data deposits. ADP shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company 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 require the Escrow Shares Agent to validate the Source Code and Product Support Data on deposit upon thirty (including any securities convertible into30) days prior written notice to and in the presence of EACC, or exchangeable forbut no more frequently than two (2) times per year. Such verification shall be at ADP's expense unless the materials on deposit are not current, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on in which event EACC shall bear all Escrow Shares covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agentcosts associated therewith.

Establishment of Escrow. By the Closing DateConcurrently herewith, the Company shall deliver, or cause to be delivered, to the Seller has deposited in escrow with Escrow Agent certificates evidencing an aggregate the sum of 2,000,000 shares of the Company’s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) $500,000.00 (the "“Escrow Shares"Funds”). The Escrow Funds shall be held in escrow by Escrow Agent and disbursed solely in accordance with the terms hereof. In the event that Jo-Ann’s timely notifies Purchaser of its intent to terminate the Lease (such notice a “Termination Notice”) on or before July 30, 2013 (the “Outside Termination Date”), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to then, upon Jo-Ann’s vacating 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 Property and paying Purchaser the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors’ right to receive 2008 Make Good Shares Termination Fee (as defined below), the Escrow Funds shall be disbursed by Escrow Agent to Purchaser upon request thereof by Purchaser. In the event that (a) and 2009 Make Good Shares Jo-Ann’s either (as defined belowi) fails to notify Purchaser of its intent to terminate the Lease on or before the Outside Termination Date, (ii) irrevocably waives its right to terminate the Lease pursuant to Section 4.11 4(d) of the SPA Lease, or (iii) notifies Purchaser of its intent to terminate the Lease on or before the Outside Termination Date but remains as a tenant of a portion of the Property one (1) year and this Make Good Agreement shall continue fifteen (15) days after the giving of the Termination Notice, (b) Purchaser enters into (i) the Post-Closing Jo-Ann’s Amendment pursuant to run Paragraph 11.23 of the Purchase Agreement, (ii) a new lease with Jo-Ann’s or an affiliate of Jo-Ann’s to occupy a portion of the Property for a term that extends after July 31, 2014, or (iii) an amendment to the benefit of each Investor even if such Investor Jo-Ann’s Lease which extends the term thereof beyond July 31, 2014, then, upon request to Escrow Agent from Seller, the Escrow Funds shall have transferred or sold all or any portion of its Shares, be disbursed by Escrow Agent to Seller. Purchaser shall notify Seller and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 Escrow Agent promptly of the SPA and this Make Good occurrence of one of the events described in clause (a) or (b). Notwithstanding anything to the contrary contained in the Purchase Agreement, the Company 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 Escrow Shares Purchaser and Seller agree that all fees payable by Jo-Ann’s in connection with termination (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereofunamortized construction allowance and real estate broker commissions) are the property of Purchaser (collectively, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (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 to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent“Termination Fee”).