ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”), dated as of , 20 is made and entered into by and among (“Purchaser”), in his capacity as the Stockholders’ Agent (the “Representative”) and (the “Escrow Agent”), as escrow agent. Unless the context herein requires otherwise, capitalized terms defined in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated , 20 by and among Parent, (the “Company”) and the Representative. Capitalized terms not otherwise defined in this Agreement are used herein as defined in the Merger Agreement.

RECITALS

A. Pursuant to the Merger Agreement, the parties thereto have agreed that the Purchaser will deduct from the Merger Consideration payable to the Effective Time Holders (the “Stockholders”) certain amounts to be deposited with the Escrow Agent, to be placed in escrow as a source of satisfaction of indemnification claims that may arise under the Merger Agreement;

B. Pursuant to the Merger Agreement, the parties thereto desire to create an expense fund in the amount of $ for the Representative; and

C. The parties wish to engage the Escrow Agent to act, and the Escrow Agent is willing to act, as escrow agent hereunder;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment . The parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein. Purchaser and the Representative have each delivered to Escrow Agent a certificate of incumbency substantially in the form set forth for such party in Exhibit A hereto, for the purpose of establishing the identity of the representative of Purchaser and the Representative entitled to issue instructions or directions to Escrow Agent. In the event of any change in the identity of such representatives, a new certificate of incumbency in substantially identical form shall be executed and delivered to Escrow Agent by the appropriate party with a copy simultaneously sent to the other parties hereto. Unless notified in writing that the Representative has been removed or replaced in accordance with Section 7 below, until such time as Escrow Agent shall receive a new incumbency certificate, Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with Escrow Agent.

2. Creation of Escrow Fund [and Representative Fund] .

(a) Escrow Fund . Purchaser agrees to deposit with the Escrow Agent, at the Closing of the Merger, $ (the “Escrow Deposit”);

The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the “Escrow Fund”) as directed in Section 6 .

(b) Representative Fund . In addition to and separate from the Escrow Fund, Purchaser agrees to deposit with the Escrow Agent at the Closing, in accordance with Section of the Merger Agreement, $ (the “Representative Deposit”), to pay or reimburse the Representative for third party fees and expenses incurred by the Representative in his capacity as Representative under this Agreement, the Merger Agreement and each of the related documents. The Escrow Agent accepts said sums and agrees to establish and maintain a separate account, and subject to the terms and conditions hereof, shall invest and reinvest the Representative Deposit and the proceeds thereof (the “Representative Fund”) as directed in Section 6 .]

(c) Stockholder List . Exhibit B sets forth the name of each Stockholder in respect of which a deposit in the Escrow Fund has been or will be made and indicates the percentage of the Escrow Fund initially attributed to each Stockholder (the “Pro Rata Percentage Interest”) and the aggregate percentage thereof that is attributable to the former holders of cancelled Company Options (the “Company Option Percentage”) and to the former holders of Company Capital Stock (the “Company Stock Percentage”). Exhibit B may be revised from time to time by written instruction from the Representative with written notice to Purchaser and the Escrow Agent. No revision of Exhibit B shall affect the aggregate amount of cash held in or distributed from the Escrow Fund.

3. Claims Against the Escrow Fund .

(a) Purchaser shall be entitled to submit to the Escrow Agent one or more claims (each a “Claim”) to all or any portion of the Escrow Fund relating to one or more claims for indemnification that may arise under Sections 10.2 through 10.4 of the Merger Agreement, and in each case, prior to the time by which such claims must be made in accordance with Section 10.1 of the Merger Agreement.

(b) Purchaser shall notify the Representative and the Escrow Agent in writing (the “Claim Notice”) of a Claim promptly after the occurrence of any Claim (as defined in the Merger Agreement), and in the case of a claim against an individual Stockholder, Purchaser shall also provide such notice to such Stockholder. The Claim Notice shall state the amount of the Claim and the specific reasons and facts underlying the Claim.

(c) The Representative may contest all or a portion of a Claim by giving Purchaser and the Escrow Agent written notice of such contest within thirty (30) calendar days of receipt of the Claim Notice. The notice of contest shall include a statement of the grounds of such contest. Such right to contest shall terminate if no notice is provided within the thirty (30) calendar day period. If no notice is provided within the thirty (30) calendar day period or if a

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notice is provided within the thirty (30) calendar day period relating to a portion of the Claim, promptly after the expiration of the thirty (30) calendar day period, the amount of the Claim as set forth in the Claim Notice, or the uncontested portion thereof, shall promptly (but in no event later than the third business day after the expiration of the thirty (30) calendar day period) be paid by the Escrow Agent to Purchaser without further notice or direction to the Escrow Agent. If notice of contest is provided within the thirty (30) calendar day period, the Escrow Agent shall not pay the contested portion of the Claim to the Purchaser, the Representative or the Stockholders except as set forth in Section 3(d) or pursuant to a final court order subject to no further appeal.

(d) If the Representative contests all or a portion of the Claim pursuant to Section (c) and the contested Claim or portion thereof is settled by written agreement of Purchaser and the Representative, Purchaser and the Representative shall promptly notify the Escrow Agent of such settlement by a written direction executed jointly by Purchaser and the Representative directing the Escrow Agent to take or refrain from taking an action (a “Joint Written Direction”), and the amount specified in the Joint Written Direction shall promptly (but in no event later than the third business day after receipt by the Escrow Agent of the Joint Written Direction) be paid by the Escrow Agent to Purchaser, the Stockholders, the Representative or others, in accordance with the Joint Written Direction.

(e) Any dispute between or among Purchaser and the Representative relating to a Claim shall be governed by the Merger Agreement.

4. Withdrawal From the Representative Fund . The Representative shall have the authority to withdraw monies from the Representative Fund for third party fees and expenses incurred by the Representative in his capacity as Representative. The Representative shall be entitled to submit to the Escrow Agent one or more claims for reimbursement for such expenses together with copies of invoices or receipts for such expenses (each such claim an “Expense Reimbursement Request”). The amount specified in the Expense Reimbursement Request shall promptly (but in no event later than the third business day after receipt by the Escrow Agent of the Expense Reimbursement Request) be paid by the Escrow Agent to Representative. Any monies remaining in the Representative Fund after eighteen (18) months after the Closing (the “Remaining Reimbursement Fund”) shall be remitted to the Purchaser (for distribution to the Stockholders in accordance with the Merger Agreement, and subject to any deduction or withholding provided for in the Merger Agreement) an amount equal to the Remaining Reimbursement Fund multiplied by the Company Option Percentage set forth on Exhibit B hereto; provided, that the Representative, may, by written notice to the Escrow Agent, request that the Escrow Agent retain in the Representative Fund such amounts of money, and for such period of time, as the Representative certifies in good faith to be necessary to cover any open or reasonably anticipated responsibilities or expenses in connection with his services as Representative under this Agreement, the Merger Agreement, and each of the related documents.

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5. Final Disposition and Termination of Escrow Fund . This Agreement shall terminate and be of no further force and effect on the later of (i) the date that the final disbursement of the Escrow Fund has been made hereunder, whether by written direction or otherwise, and (ii) the date that is months from the date of this Agreement (the “Release Date”). The Escrow Agent shall continue to hold the Escrow Fund in its possession until authorized hereunder to distribute the Escrow Fund as follows:

(a) The Escrow Agent shall promptly release all or any portion of the Escrow Fund not released pursuant to the provisions of Sections 5(b) through (e) below, to such person or persons as Purchaser and the Representative shall direct in a joint written instruction delivered to the Escrow Agent and signed by both Purchaser and the Representative.

(b) With respect to the Escrow Fund, no earlier than ten Business Days prior to the Release Date, the Representative shall deliver to the Escrow Agent written notice (a “Withdrawal Notice”), with a copy thereof sent contemporaneously to the Purchaser, setting forth the Representative’s good faith determination of the amount of the Escrow Fund that should be released for the benefit of the Stockholders, after taking into account the amount of the pending Claims (less any amounts subject to tax withholding or reporting) (the “Withdrawal Amount”). Notwithstanding the foregoing, no delay in delivering the Withdrawal Notice shall prevent the release of the Withdrawal Amount. The copy of the Withdrawal Notice delivered to the Escrow Agent shall include a certification to the Escrow Agent that a copy of the Withdrawal Notice has also been delivered to the Purchaser. The Escrow Agent may rely conclusively on any Withdrawal Notice it receives hereunder and it will be presumed that any such Withdrawal Notice satisfies the conditions set forth herein. Furthermore, the Escrow Agent shall have no responsibility to determine if any Withdrawal Notice satisfies the conditions set forth in the Merger Agreement for making a withdrawal of the Withdrawal Amount from the Escrow Fund or that a copy of the Withdrawal Notice was sent to or received by the Purchaser.

(c) The Purchaser shall have the right at any time prior to (i) the Release Date or, if later, (ii) the fourth Business Day after the Escrow Agent’s receipt of the Withdrawal Notice (the “Withdrawal Objection Period”), to object to the release of all or any portion of the Withdrawal Amount requested by the Representative, by delivering to the Escrow Agent written notice (a “Withdrawal Objection Notice”), with a copy thereof sent contemporaneously to the Representative, setting forth (i) a description, with reasonable specificity, of the basis for such objection, and (ii) the portion of the Withdrawal Amount that is being objected to or that the entire Withdrawal Amount is being objected to. The copy of the Withdrawal Objection Notice delivered to the Escrow Agent shall include a certification to the Escrow Agent that a copy of the Withdrawal Objection Notice has also been delivered to the Representative. The Escrow Agent may rely conclusively on any Withdrawal Objection Notice it receives hereunder and it will be presumed that any such Withdrawal Objection Notice satisfies the conditions set forth herein. Furthermore, the Escrow Agent shall have no responsibility to determine if any Withdrawal Objection Notice satisfies the conditions set forth in the Merger Agreement for disputing a request for withdrawal of Escrow Fund or that a copy of the Withdrawal Objection Notice was sent to or received by the Representative.

(d) If the Escrow Agent does not receive a Withdrawal Objection Notice from the Purchaser on or before 5:00 p.m. ( time) on the last day of the Withdrawal

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Objection Period (at which time the Withdrawal Objection Period shall automatically expire), the Escrow Agent shall, within five Business Days after expiration of the Withdrawal Objection Period, pay and deliver from the Escrow Fund to the Purchaser (for distribution to the Stockholders in accordance with the Merger Agreement, and subject to any deduction or withholding provided for in the Merger Agreement) an amount equal to the Withdrawal Amount multiplied by the Company Option Percentage set forth on Exhibit B hereto. A Withdrawal Objection Notice filed after the expiration of the Withdrawal Objection Period shall have no force or effect.

(e) If the Escrow Agent receives a Withdrawal Objection Notice on or before expiration of the Withdrawal Objection Period, the Escrow Agent shall, within five Business Days after receipt of the Withdrawal Objection Notice: (i) pay and deliver from the Escrow Fund to the Purchaser (for distribution to the Stockholders in accordance with the Merger Agreement) an amount equal to such undisputed portion Withdrawal Amount multiplied by the Company Option Percentage; and (ii) continue to hold in the Escrow Fund an amount equal to the portion of the Withdrawal Amount objected to by the Purchaser, until (x) the Escrow Agent shall receive joint written instruction from the Representative and the Purchaser as to the disposition of the remaining portion of such Escrow Fund, or (y) the Escrow Agent shall be otherwise ordered by a Final Decree (as defined below). The Escrow Agent shall have no duty or obligation to determine whether a Final Decree complies with the requirements of Section (f) .

(f) In the absence of any such joint written instruction under this Section 5 or except as provided in Section (d) and Section 5(e) above and Section (d) below, the Escrow Agent will not disburse or otherwise release any portion of the Escrow Fund unless and until the Escrow Agent shall have received a certified copy of a final order, decree or judgment of a court of competent jurisdiction in (the time for appeal having expired with no appeal having been taken) (a “Final Decree”), and a notice from any party hereto stating that such Final Decree is a final non-appealable judgment or order from a court and setting forth in reasonable detail the substance of such judgment and instructions as to the resulting disbursement of the Escrow Fund and certifying that a copy of such notice has been simultaneously delivered to the Representative (if Purchaser is delivering the notice) or Purchaser (if the Representative is delivering the notice) (such recipient, the “Non-Presenting Party”), in which case the Escrow Agent shall disburse such Escrow Fund according to such notice on the tenth (10) Business Day following receipt by the Escrow Agent of the notice; provided that if the Non-Presenting Party delivers to the Escrow Agent a certificate prior to such tenth (10) Business Day disputing the contents of the notice, then the Escrow Agent shall not disburse the disputed Escrow Fund specified therein and shall interplead the disputed Escrow Fund specified therein into, or file a declaratory judgment action with, a court or arbitrator or tribunal of arbitrators of competent jurisdiction to determine the rights of the parties hereto to be the disputed Escrow Fund, unless prior to such interpleader or filing the Escrow Agent receives a joint written notice and instruction pursuant to Section (a) .

6. Investment of Funds .

(a) Escrow Agent shall invest the Escrow Fund and the Representative Fund in Eligible Investments (as defined below), in accordance with and promptly following receipt of a joint written investment instruction from Purchaser and the Representative.

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(b) For purposes of this Agreement, “Eligible Investments” shall mean (i) readily marketable direct obligations of or obligations guaranteed by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing within one year from their respective dates of issuance, (ii) interest-bearing certificates of deposit maturing within 30 days from their respective dates of issuance and issued by state or national banking institutions, each of which shall have a capital and undivided surplus (as reflected in its latest publicly available financial statements) aggregating at least $1.0 billion, (iii) municipal bonds of issuers that have a class of short-term obligations rated in the highest debt-rating category for short-term debt by Standards & Poor’s, Moody or Fitch, maturing within one year of their respective dates of issuance, (iv) money market mutual funds meeting the requirements of Rule 2a-7 under the Investment Company Act of 1940, maturing within one year of their respective dates of issuance, (v) one or more fully federally-insured interest-bearing deposit accounts in one or more state or national banking institutions, each of which shall have a capital and undivided surplus (as reflected in its latest publicly available financial statements) aggregating at least $1.0 billion, (vi) repurchase obligations for underlying securities of the type described in clause (i) of this definition; and (vii) investment in the Escrow Agent’s “ ” fund.

(c) Absent its timely receipt of such joint written investment instruction from Purchaser and the Representative, the Escrow Agent shall invest any of the Escrow Fund [and the Representative Fund] in the Escrow Agent’s “ ” fund until such joint written investment instruction is received. All earnings received from the investment of the Escrow Fund shall be credited to, and shall become a part of, the Escrow Fund (and any losses on such investments shall be debited to the Escrow Fund). All earnings received from the investment of the Representative Fund shall be credited to, and shall become a part of, the Representative Fund (and any losses on such investments shall be debited to the Representative Fund). The Escrow Agent shall have no liability for any investment losses, including without limitation any market loss on any investment liquidated prior to maturity in order to make a payment required hereunder.

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(d) Purchaser, the Representative and the Escrow Agent agree that, for tax reporting purposes, all interest or other income earned from the investment of the Escrow Fund or any portion thereof in any tax year shall be reported as allocated to Purchaser during such tax year. Further, Purchaser, the Representative and the Escrow Agent agree that, for tax reporting purposes, all interest or other income earned from the investment of the Representative Fund or any portion thereof in any tax year shall be reported as allocated to the Stockholders during such tax year. Purchaser, the Representative and the Escrow Agent shall report such earnings consistently therewith, and, except as required by applicable law, shall not take any position inconsistent therewith on any tax return or in any administrative or judicial proceeding. Notwithstanding anything to the contrary in this Agreement, on or before March 15th of the year following any year in which amounts remain in the Escrow Fund (such prior year being a “Tax Year”), there shall be distributed to Purchaser to defray the payment of taxes payable in respect of the Escrow Fund, an amount equal to 40% of the taxable interest and other taxable income allocated (but not distributed) to the Purchaser under this Section (d) for such Tax Year. Any payments of income or other distributions shall be subject to applicable withholding and reporting regulations then in force in the United States or any other jurisdictions. The Escrow Agent shall withhold any required taxes, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities.

(e) Purchaser and the Representative shall provide the Escrow Agent with a certified tax identification number on the appropriate United States Internal Revenue Service form, along with any other required information, for Purchaser, the Representative and the stockholders listed on Exhibit B. Purchaser and the Representative understand that, based on the forms or other information provided to the Escrow Agent, the Internal Revenue Code of 1986, as amended from time to time, may require withholding of a portion of any amount otherwise distributable, and any such withheld amount shall be deemed to have been paid to the applicable Stockholder for all purposes of this Agreement and the Merger Agreement.

7. The Representative .

(a) The Representative represents and warrants that he has the irrevocable right, power and authority (i) to enter into and perform this Agreement and to bind all of the Stockholders to its terms, (ii) to give and receive directions and notices hereunder; and (iii) to make all determinations that may be required or that the Representative deems appropriate under this Agreement.

(b) Until notified in writing (i) by the Representative that the Representative has resigned or (ii) by Stockholders set forth on Exhibit B representing more than a sixty (60) percent interest in the Escrow Fund as set forth on Exhibit B, excluding interests held by the Representative, if any (the “Requisite Stockholders”), that the Representative has been removed pursuant to Section 11.1(e) of the Merger Agreement, the other parties hereto may rely conclusively and act upon the directions, instructions and notices of the Representative named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by the Requisite Stockholders and filed with the Escrow Agent with notice to each other.

8. Concerning the Escrow Agent .

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(a) Each party to this Agreement acknowledges and agrees that the Escrow Agent (i) shall not be responsible for the Merger Agreement or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are set forth in this Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its reasonable judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, unless in any such case the Escrow Agent shall have received written information from any of the parties indicating that such reliance is not reasonable under the circumstances, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel.

(b) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s fraud, gross negligence or willful misconduct in breach of the terms of this Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action.

(c) The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct in breach of the terms of this Agreement.

(d) The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account.

(e) Notwithstanding any term appearing in this Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any or all of the Escrow Fund (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required

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under this Agreement in proper form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be.

(f) Unless and except to the extent otherwise expressly set forth herein, all deposits and payments hereunder, or pursuant to the terms hereof (including without limitation all payments to the Escrow Agent pursuant to Section 9 hereof) shall be in U.S. dollars.

9. Compensation, Expense Reimbursement and Indemnification .

(a) The Purchaser agrees to (a) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Exhibit C attached hereto, and (b) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including, without limitation reasonable attorney's fees and expenses, incurred or made by it in connection with the preparation, negotiation, execution, performance, delivery, modification and termination of this Escrow Agreement. The obligations contained in this Section (a) shall survive the termination of this Escrow Agreement and the resignation, replacement or removal of the Escrow Agent.

(b) Subject to section 9(c) and without duplication, the Parties shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, agents and employees (the “indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and expenses of in house or outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with (a) the Escrow Agent's execution and performance of this Escrow Agreement, the enforcement of any rights or remedies under or in connection with this Escrow Agreement, or as may arise by reason of any act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence, willful misconduct or bad faith of such indemnitee, or (b) its following any instructions or other directions, whether joint or singular, from the Parties, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Escrow Agreement. No such indemnification obligations shall be paid from the Escrow Fund.

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(c) The Stockholders shall jointly and severally indemnify the indemnitees from any Losses arising out of or in connection with the Escrow Agent’s tax reporting or tax withholding on the basis of the information that was provided or that should have been provided by the Representative pursuant to Section 5(b) or Section 6(e).

10. Resignation . The Escrow Agent may at any time resign as Escrow Agent hereunder by giving thirty (30) calendar days’ prior written notice of resignation to each of Purchaser and the Representative. Prior to the effective date of the resignation as specified in such notice, Purchaser and the Representative will issue to the Escrow Agent a joint written instruction authorizing redelivery of the Escrow Fund [and the Representative Fund] to a bank or trust company that they shall jointly select as successor to the Escrow Agent hereunder. The Escrow Agent’s resignation shall be effective after the expiration of the thirty (30) day notice period.

11. Dispute Resolution . It is understood and agreed that, should any dispute arise with respect to the delivery, ownership, right of possession, and/or disposition of the Escrow Fund or the Representative Fund, or should any claim be made upon the Escrow Agent or the Escrow Fund [or the Representative Fund] by a third party, the Escrow Agent upon receipt of notice of such dispute or claim is authorized and shall be entitled (at its sole option and election) to retain in its possession without liability to anyone, all or any of said Escrow Fund [or the Representative Fund] until such dispute shall have been settled either by the mutual written agreement of the parties involved or by a final order, decree or judgment of a court in the United States of America, the time for perfection of an appeal of such order, decree or judgment having expired. The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal proceedings which relate to the Escrow Fund or the Representative Fund.

12. Consent to Jurisdiction and Service . Each of the parties to this Agreement hereby irrevocably consents and submits to the jurisdiction of the courts in and of any Federal court located in in connection with any actions or proceedings brought by the Escrow Agent arising out of or relating to this Agreement. In any such action or proceeding, each party hereby irrevocably (i) waives any objection to jurisdiction or venue, (ii) waives personal service of any summons, complaint, declaration or other process, and (iii) agrees that the service thereof may be made by certified or registered first-class mail directed to such party, as the case may be, at their respective addresses in accordance with Section 15 hereof.

13. Waiver of Jury Trial . THE ESCROW AGENT AND THE PARTIES HEREBY WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN OR AMONG THEM OR THEIR SUCCESSORS OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS OR ANY NEGOTIATIONS IN CONNECTION HEREWITH.

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14. Force Majeure . The Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

15. Notices; Wiring Instructions .

(a) Notice Addresses . Any notice permitted or required hereunder shall be in writing, and shall be sent (i) by personal delivery or overnight delivery by a recognized courier or delivery service, (ii) by registered or certified mail, return receipt requested, postage prepaid, or (iii) by confirmed telecopy accompanied by mailing of the original on the same day by first class mail, postage prepaid, in each case to the parties at their address set forth below (or to such other address as any such party may hereafter designate by written notice to the other parties).

If to Purchaser:

Facsimile: Attn: ]

with a copy to (which shall not constitute notice to the Purchaser hereunder):

If to the Representative:

Facsimile: [ ]

with a copy to (which shall not constitute notice to the Representative hereunder):

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If to Escrow Agent:

Fax: ( )

16. Miscellaneous .

(a) Binding Effect; Successors . The right of the Representative and the Stockholders to receive distributions from the Escrow Fund [or the Representative Fund] shall not be assignable. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, successors and assigns. If the Escrow Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Escrow Agent.

(b) Interpretation . The headings in this Agreement are for convenience of reference only and do not define or limit the provisions thereof.

(c) Modifications . This Agreement may not be altered or modified without the express written consent of the parties hereto. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms and conditions of this Agreement, or of such terms and conditions on any other occasion. Notwithstanding any other provision hereof, consent to an alteration or modification of this Agreement may not be signed by means of e-mail.

(d) Governing Law . This Agreement and the obligations and all related agreements shall be governed and construed in all respects by the internal laws and decisions, other than any conflict of law provisions, of , including all matters of construction, validity, enforceability and performance. In the event that either party hereto shall bring an action to enforce or to invalidate this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorney’s fees, to be fixed by the court and taxed as costs in such action.

(e) Reproduction of Documents . This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, and (b) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

(f) Counterparts and Facsimile Execution . This Agreement may be executed in several counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall

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constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

(g) U.S.A. Patriot Act . The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Escrow Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Escrow Agent. The parties to this Agreement agree that they will provide the Escrow Agent with such information as it may request in order for the Escrow Agent to satisfy the requirements of the U.S.A. Patriot Act

IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to be duly executed and delivered in its name and on its behalf as of the date first set forth above.

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EXHIBIT A

Incumbency Certificate

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EXHIBIT B

Securityholder List

Company Capital Stock Percentage: [______]

Company Option Percentage: [______]

Securityholder

Portion of Escrow Deposit (US$)

Pro Rata Percentage

Interest

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EXHIBIT C

INFORMATION CONCERNING THE ESCROW AGENT

ACCEPTANCE FEE:

ANNUAL ADMINISTRATIVE FEES:

WIRE FEE:

TRANSACTIONS FEE:

LEGAL FEES: at cost

Extraordinary Administrative Expenses. Fees for services not specifically set forth in this schedule will be determined by appraisal. Such services may include, but not be limited to, additional responsibilities and services incurred in connection with solicitation of consents to amend the governing documents, tender/exchange offers for the securities, unusual cash and/or investment transactions, calculations, reports or notices, or in case of early termination, litigation, restructuring or default.

Out-Of-Pocket Expense s . Any out-of-pocket expenses incurred by us will be billed at cost. These items will include, but not be limited to, legal costs, travel expenses, document duplication and facsimiles, courier services, etc.

Escrow Agent’s Counsel. Escrow Agent’s Counsel fees and disbursements will be billed at cost.

Billing and Payments. The Acceptance Fee, first year’s Annual Fee, and counsel fees will be payable upon closing. Subsequent Annual Fees will be payable in advance at each anniversary of closing date. Other fees, charges and reimbursements will be billed as incurred. All fees are guaranteed for two years from date of the closing. Annual fees are not pro-rated for less than a year.

Good Funds Availability. Funds to pay debt service on depository-eligible or book-entry securities must be on deposit in sufficient time to ensure compliance with the Same Day Funds Payment Guidelines promulgated by the securities depositories and the SEC. Funds to make all other payments must be on deposit in sufficient time to avoid Daylight Overdrafts under Fed Guidelines.