The Escrow Fund. (a) There is hereby established a fund (the “Escrow Fund”) to be held as an irrevocably pledged escrow by the Escrow Bank, which the Escrow Bank shall keep separate and apart from all other funds of the District and the Escrow Bank and which shall be applied solely as provided in this Escrow Agreement. The Escrow Fund is established for the purpose of refunding the Refunded Bonds and, for purposes of Section 53555 of the California Government Code, shall be deemed to be a fund in the treasury of the District. Pending application as provided in this Escrow Agreement, amounts on deposit in the Escrow Fund are hereby pledged and assigned solely to the payment of (i) the interest on and the 2013 Refunding Redemption Price of the Refunded 2013 Refunding Bonds, (ii) the interest on and the 2013 New Money Redemption Price of the Refunded 2013 New Money Bonds, and (iii) the interest on and 2015 Redemption Price of the Refunded 2015 Bonds, which amounts shall be held in trust by the Escrow Bank for the Owners of the Refunded Bonds. (b) Upon the issuance of the Refunding Bonds, there shall be deposited in the Escrow Fund $[ ] received from the proceeds of the sale of the Refunding Bonds. (c) Upon the deposit of moneys pursuant to Section 2(b), the moneys on deposit in the Escrow Fund will be at least equal to an amount sufficient to purchase the aggregate principal amount of non-callable direct obligations of the United States of America (including zero interest bearing State and Local Government Series) or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America (the “Defeasance Securities”) set forth in Exhibit A hereto (the “Exhibit A Securities”), which principal, together with all interest due or to become due on such Exhibit A Securities, and any uninvested cash held by the Escrow Bank in the Escrow Fund, will be sufficient to make the payments required by Section 4 hereof.

The Escrow Fund. The Escrowed Shares, any cash resulting --------------- from the disposition of the Escrowed Shares pursuant to Section 1.05 herein, any stock dividends paid on any Escrowed Shares, or any rights or securities into which the Escrowed Shares are convertible or have been converted, and all earnings on any of the foregoing (collectively, the "Escrow Fund") shall be ----------- held by the Escrow Agent as a trust fund on the terms set forth in, and subject to the conditions of, this Escrow Agreement. Any of the persons set forth on Schedule I hereto (each a "Digital Member") may elect by written notice to -------------- Digital, Tritel and the Escrow Agent, to require Digital and the Digital Escrow Agent to record beneficial ownership of such the number of Escrowed Shares set forth next to the name of the Digital Member on Schedule I hereto. Such Digital Member shall execute and deliver to the Parties to the Settlement Agreement and to the Escrow Agent an executed counterpart of this Agreement and the Settlement Agreement together with a certificate stating that (i) such Digital Member shall be bound by this Agreement and the Settlement Agreement, (ii) as of the date of such beneficial transfer of record, the representations set forth in Section 3.01 and Section 3.02 of the Settlement Agreement are true and correct, and (iii) such Digital Member shall succeed to the rights and obligations of Digital hereunder with respect to the Allocated Retained Digital Escrowed Shares of such Digital Member. Digital and any Digital Member who so elects to have beneficial ownership of Retained Digital Escrowed Shares recorded in such Digital Member's name are hereinafter each referred to as a "Digital Investor Indemnitor" and --------------------------- collectively as the "Digital Investor Indemnitors." Upon an election pursuant ---------------------------- to this Section 1.03, a separate account shall be established for each Digital Investor Indemnitor and shall contain the number of Escrowed Shares set forth next to the name of the Digital Investor Indemnitor on Schedule I hereto (each an "Account"). The Escrow Agent shall maintain accurate and current balance ------- information with regard to each Account and shall maintain each Account separately. The Escrow Fund shall not be subject to lien or attachment by any creditor of any Party hereto and shall be used solely for the purpose set forth in this Escrow Agreement. Amounts held in the Escrow Fund shall not be availab...

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The Escrow Fund. The Escrow Amount and all earnings thereon (the Escrow Amount and all such earnings being referred to herein together as the "Escrow Fund") shall be held by the Escrow Agent as a trust fund in a separate account maintained for the purpose, on the terms and subject to the conditions of this Agreement. The Escrow Fund shall not be subject to lien or attachment by any creditor of any party hereto and shall be used solely for the purpose set forth in this Agreement. Amounts held in the Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of either Purchaser or Seller owing to the Escrow Agent in any capacity.

The Escrow Fund. (a) On the Closing Date, for the benefit of holders of Company Common Shares as of the Effective Time or for the benefit of the Surviving Corporation (as the case may be), the Company shall deposit in escrow (the "ESCROW FUND") an amount of cash sufficient to satisfy the Reasonably Expected Liabilities (as defined below) (the "ESCROW AMOUNT") with an escrow agent acceptable to the Company in its reasonable discretion (pursuant to an agreement in form and substance reasonably acceptable to GGC and the Company (the "ESCROW ARRANGEMENT")). The Escrow Amount shall be determined exclusively with reference to that amount of cash equal to the expected value of any claims, expenses, losses, liabilities, and obligations of the Company, the FUMI Share Trust or their respective subsidiaries whether currently known or unknown, absolute or contingent, asserted or unasserted, direct or indirect, arising by operation of law, equity or otherwise that would reasonably be expected to arise after the date hereof as a result of, on account of, in connection with or related to any fact, circumstance, condition or event occurring prior to the Closing Date that would amount to a breach of any representation, warranty or covenant contained herein or in any agreement attached as an Exhibit hereto made by or on behalf of the Company, the FUMI Share Trust or their respective subsidiaries (as if such representations, warranties and covenants were made as of the date hereof and at and as of the Effective Time as though made at and as of such time (or, if made as of a specific date, at and as of such date)) (such matters, "REASONABLY EXPECTED LIABILITIES"; provided, however, that Reasonably Expected Liabilities shall not include such liabilities listed on Section 2.14(a) of the Gotham Disclosure Schedule). (b) The Escrow Amount, including any earnings or interest thereon, shall be held and disbursed as provided in the Escrow Arrangement, which shall provide, among other things, that (i) any fees or expenses on account of, in connection with or related to the Escrow Arrangement shall be paid out of the Escrow Fund; (ii) any Taxes on earnings of the Escrow Fund shall be paid out of the Escrow Fund; (iii) funds shall be disbursed to the Surviving Corporation on an as- and when-needed basis to satisfy the Reasonably Expected Liabilities in the full amount of the actual liability relating to such Reasonably Expected Liability; (iv) as of the 24-month anniversary of the Closing Date (the "ES...

The Escrow Fund. The Escrow Amount and all earnings thereon (the Escrow Amount and all such earnings being referred to herein together as the "Escrow Fund") shall be held by the Escrow Agent as a trust fund in a separate account maintained for the purpose, on the terms and subject to the conditions of this Agreement. The Escrow Fund shall not be subject to lien or attachment by any creditor of any party hereto and shall be used solely for the purpose set forth in this Agreement. Except as set forth in Section 8 hereof, amounts held in the Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of Siemens, the Company, the Stockholders' Representative or any former holder of Company Common Stock owing to the Escrow Agent in any capacity.

The Escrow Fund. 2.1 As soon as practicable after Completion of the transactions contemplated by the Agreement, each of the Sellers shall deliver to the Escrow Agent share certificates in respect of the number of Escrowed Shares set out opposite his name in Schedule 1, such share certificates endorsed to effect transfer of such Escrowed Shares to ARIS. 2.2 Such Escrowed Shares shall comprise the escrow fund (the "Escrow Fund"), to be held, administered and disposed of as hereinafter provided. 2.3 The share certificates referred to in this clause 2 and any share certificates issued by ARIS in accordance with clause 6.3 below shall hereinafter be referred to as the "Share Certificates".

The Escrow Fund. Simultaneously with the execution of this Agreement, the Buyer has delivered to the Escrow Agent by certified or bank cashier's check or wire transfer of funds the sum of Three Hundred Thousand and 00/100 ($300,000.00). The Escrow Agent shall deposit such amount in an interest bearing deposit account at a financial institution of its choice, and disburse same in accordance with the provisions of this Agreement. Such amount, together with the earnings thereon, are herein called the "Escrow Fund." It is understood and agreed that any interest earned in respect of the Escrow Fund shall be taxable to the Buyer and the Seller in proportion to the total amounts distributed to each hereunder.

The Escrow Fund. Concurrently with the execution and delivery hereof, Microsemi and SymmetriCom have delivered to the Escrow Agent in accordance with the terms hereof the amount of one million one hundred twenty-five thousand dollars ($1,125,000) (the "Escrow Fund") and direct that it be held and disposed of by the Escrow Agent as herein provided.

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