Common use of Maintenance of the Escrow Clause in Contracts

Maintenance of the Escrow. The Escrow Agent shall establish a separate account for each Indemnifying Shareholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Indemnifying Shareholder on the basis of a list of the Indemnifying Shareholders' respective ownership percentage provided to the Escrow Agent by the Shareholder Representative. The Escrow Agent shall maintain records showing each Indemnifying Shareholder's Proportionate Interest (as defined below) in the Escrow Fund and shall adjust each Indemnifying Shareholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Indemnifying Shareholder in the Escrow so that, at all times, each Indemnifying Shareholder's Proportionate Interest in the Escrow Fund shall be maintained. For purposes of this Escrow Agreement, each Indemnifying Shareholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Indemnifying Shareholder in the Escrow bears to the value of all property held for the account of all Indemnifying Shareholders in the Escrow as of such date. For purposes of the provisions of this Escrow Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Buyer Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) for the ten (10) trading days next preceding the date of a valuation. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Buyer shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.

Maintenance of the Escrow. The Escrow Agent shall establish a separate account for each Indemnifying Shareholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Indemnifying Shareholder on the basis of the provisions of the Merger Agreement and a list of the Indemnifying Shareholders' respective ownership percentage of Target Capital Stock provided to the Escrow Agent by the Shareholder RepresentativeShareholders' Agent. The Escrow Agent shall maintain records showing each Indemnifying Shareholder's Proportionate Interest (as defined below) in the Escrow Fund and shall adjust each Indemnifying Shareholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Indemnifying Shareholder in the Escrow so that, at all times, each Indemnifying Shareholder's Proportionate Interest in the Escrow Fund shall be maintainedEscrow. For purposes of this Escrow Agreement, each Indemnifying Shareholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Indemnifying Shareholder in the Escrow bears to the value of all property held for the account of all Indemnifying Shareholders in the Escrow as of such date. For purposes of the provisions of this Escrow Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Buyer Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) for the ten (10) trading days next preceding the date of a valuation. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Buyer Acquiror shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.

Maintenance of the Escrow. The Escrow Agent shall establish a separate account for each Indemnifying Shareholder Stockholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Indemnifying Shareholder Stockholder on the basis of the provisions of the Merger Agreement and a list of the Indemnifying ShareholdersStockholders' respective ownership percentage of TARGET Capital Stock provided to the Escrow Agent by the Shareholder Representative. Stockholders' Agent, a copy of which is annexed hereto as Annex C. The Escrow Agent shall maintain records showing each Indemnifying ShareholderStockholder's Proportionate Interest (as defined below) in Pro-Rata Share of the Escrow Fund and shall adjust each Indemnifying ShareholderStockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Indemnifying Shareholder Stockholder in the Escrow so that, at all times, each Indemnifying Shareholder's Proportionate Interest in the Escrow Fund shall be maintained. For purposes of this Escrow Agreement, each Indemnifying Shareholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Indemnifying Shareholder in the Escrow bears to the value of all property held for the account of all Indemnifying Shareholders in the Escrow as of such date. For purposes of the provisions of this Escrow Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Buyer Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) for the ten (10) trading days next preceding the date of a valuationEscrow. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Buyer PURCHASER shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nomineenominee on behalf of the Stockholders in the respective amounts set forth on Annex C. Notwithstanding the above, upon the determination by PURCHASER that a Stockholder has perfected its dissenter's right of appraisal under applicable Delaware law, PURCHASER shall deliver to the Escrow Agent a revised Annex C that takes into account such determination in calculating the Pro-Rata Share of all other Stockholders, which revised Annex C shall be satisfactory in form and substance to the Stockholders' Agent and which shall replace, in its entirety, the Annex C attached hereto.

Maintenance of the Escrow. The Escrow Agent shall establish a separate account for (a) EXHIBIT B sets forth the name, address and taxpayer identification number (when known) of each of the Indemnifying Shareholder showing Shareholders, the number of Escrow Shares initially deposited on behalf of each of the Indemnifying Shareholders into each of the Escrow Funds and the amount and type proportionate interest of other property, if any, held each Indemnifying Shareholder in the Escrow for such Indemnifying Shareholder on the basis of a list of the Indemnifying Shareholders' respective ownership percentage provided to ("PROPORTIONATE INTEREST"). Distributions from the Escrow Agent by the Shareholder Representative. The Escrow Agent shall maintain records showing be made in accordance with each Indemnifying Shareholder's Proportionate Interest (as defined below) set forth in the Escrow Fund EXHIBIT B and shall adjust each Indemnifying Shareholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Indemnifying Shareholder in the Escrow so that, at all times, each Indemnifying Shareholder's Proportionate Interest in the Escrow Fund shall be maintained. For purposes of this Escrow Agreement, each Indemnifying Shareholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Indemnifying Shareholder in the Escrow bears to the value of all property held for the account of all Indemnifying Shareholders in the Escrow as of such date. For purposes of the provisions of this Escrow Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value valued at the per share price of $_______ (which is equal to the average closing sale price of Buyer Common Stock (as quoted on the Nasdaq National Market and as reported in The Wall Street Journal) the WALL STREET JOURNAL of one share of Acquirer Common Stock for the ten (10) five trading days next preceding prior to and including the trading day ending one day prior to March ____, 2000, the date of execution of the Plan of Reorganization) (the "CLAIM VALUATION PER SHARE PRICE"), which Claim Valuation Per Share Price shall be subject to adjustment for changes in Acquirer's capital stock as provided in Section 1.1.4 of the Plan of Reorganization. The Escrow Agent need not distribute fractional shares. Accordingly, in distributing Escrow Shares, the Escrow Agent shall round down the number of shares to be distributed and shall distribute that number. Acquirer shall provide to the Escrow Agent, and the Escrow Agent shall distribute to each person who would otherwise be entitled to a valuationfractional share, cash-in-lieu of such fractional interest, computed in accordance with the Claim Valuation Per Share Price. Acquirer shall be deemed to have purchased the shares for which it has provided cash-in-lieu payments. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Buyer Acquirer shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund Funds shall be registered in the name of the Escrow Agent or its nomineeapplicable Indemnifying Shareholder.

Maintenance of the Escrow. The Escrow Agent shall establish ------------------------- a separate account for each Indemnifying Shareholder Stockholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Indemnifying Shareholder Stockholder on the basis of a list of the Indemnifying ShareholdersStockholders' respective ownership percentage provided to the Escrow Agent by the Shareholder Stockholder Representative. The Escrow Agent shall maintain records showing each Indemnifying ShareholderStockholder's Proportionate Interest (as defined below) in the Escrow Fund and shall adjust each Indemnifying ShareholderStockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Indemnifying Shareholder Stockholder in the Escrow so that, at all times, each Indemnifying Shareholder's Proportionate Interest in the Escrow Fund shall be maintainedEscrow. For purposes of this Escrow Agreement, each Indemnifying ShareholderStockholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Indemnifying Shareholder Stockholder in the Escrow bears to the value of all property held for the account of all Indemnifying Shareholders Stockholders in the Escrow as of such date. For purposes of the provisions of this Escrow Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Buyer Aspect Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) ----------------------- for the ten (10) trading days next preceding the date of a valuationthe Plan of Reorganization. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Buyer Aspect shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.