Common use of Claims Against the Escrow Fund Clause in Contracts

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure the obligations of the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and in accordance with the terms of this Agreement. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such Stockholder. (d) For purposes of this Agreement, the Escrow Shares shall be valued in the manner set forth in the final paragraph of Section 2 of the Indemnification Agreement.

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure Concurrently with the obligations delivery of the Stockholders a notice of claim to the Indemnified Parties Seller pursuant to Section 2 5.6 of the Indemnification Agreement and Acquisition Agreement, Purchaser will deliver to the Escrow Agent a certificate in accordance substantially the form of Annex I attached hereto (a "Certificate of Instruction"). No Certificate of Instruction may be delivered by Purchaser after the Page close of business on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to Seller of its receipt of a Certificate of Instruction not later than the second business day next following receipt thereof, together with the terms a copy of this Agreementsuch Certificate of Instruction. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send If the Escrow Agent (i) shall not, within five (5) calendar days following its receipt of a Certificate of Instruction (the "Objection Period"), have received from Seller a certificate in substantially the form of Annex II attached hereto (an "Objection Certificate") disputing Seller's obligation to pay the Owed Amount referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (x) a certificate from Purchaser and Seller substantially in the Stockholder notice form of Annex III attached hereto (a "Resolution Certificate") stating that Purchaser and Seller have agreed that the Owed Amount referred to in such fact in Certificate of Instruction (or a writing signed by both SEACOR and the Representative. Such notice shall state the name specified portion thereof) is payable to one or more of the Indemnified PartyParties or (y) a copy of final order of a Board of Arbitration (accompanied by a certificate of Purchaser substantially in the form of Annex IV attached hereto (an "Arbitration Certificate")) stating that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties by Seller, then the Escrow Agent shall, on the second business day next following (x) the expiration of the Objection Period or (y) the Escrow Agent's receipt of a Resolution Certificate or an Arbitration Certificate, as the case may be, pay over to Purchaser from the Escrow Fund, by wire transfer of immediately available funds to a bank account of Purchaser's designation, the amount set forth in said Certificate of Losses arising from Instruction or, if such Resolution Certificate or Arbitration Certificate specifies that a lesser amount than such Owed Amount is payable, such lesser amount (or the indemnity claim to which entire Escrow Amount if it is less than the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholderforegoing amounts). (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the The Escrow Agent shall promptly deliver give written notice to SEACOR such number Purchaser of its receipt of an Objection Certificate not later than the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Lossessecond business day next following receipt thereof, together with a copy of such Objection Certificate. The Escrow Agent shall give written notice to Seller of its receipt of an Arbitration Certificate not later than the stock powers executed by second business day next following receipt thereof, together with a copy of such StockholderArbitration Certificate. (d) For purposes Upon the payment by the Escrow Agent of this Agreementthe Owed Amount referred to in a Certificate of Instruction, such Certificate of Instruction shall be deemed canceled. Upon the receipt by the Escrow Agent of a Resolution Certificate or an Arbitration Certificate and the payment by the Escrow Agent of the Owed Amount referred to therein, the Escrow Shares related Certificate of Instruction shall be valued deemed canceled. (e) Upon Purchaser's determination that it has no claim or has released its claim with respect to an Owed Amount referred to in a Certificate of Instruction (or a specified portion thereof), Purchaser will promptly deliver to the Escrow Agent a certificate substantially in the manner set forth form of Annex V attached hereto (a "Purchaser Cancellation Certificate") canceling such Certificate of Instruction (or such specified portion thereof, as the case may be), and such Certificate of Instruction (or portion thereof) shall thereupon be deemed canceled. The Escrow Agent shall give written notice to Seller of its receipt of a Purchaser Cancellation Certificate not later than the second business day next following receipt thereof, together with a copy of such Purchaser Cancellation Certificate. (f) Upon receipt of a final order of a Board of Arbitration stating that none of the Owed Amount referred to in a Certificate of Instruction as to which Seller delivered an Objection Certificate within the Objection Period is payable to any Indemnified Party by Seller, Seller may deliver a copy of such order (accompanied by a certificate of Seller substantially in the final paragraph form of Section 2 Annex VI attached hereto (a "Seller Cancellation Certificate")) canceling such Certificate of Instruction, and such Certificate of Instruction shall thereupon be deemed canceled. The Escrow Agent shall give written notice to Purchaser of its receipt of a Seller Cancellation Certificate not later than the Indemnification Agreement.second business day next following receipt thereof, together with a copy of such Seller Cancellation Certificate. Page

Claims Against the Escrow Fund. (a) On or before the last day of the General Escrow Period or the Special Escrow Period, as the case may be, Purchaser may deliver to the Escrow Agent a certificate signed by any officer of Purchaser (an “Officer’s Certificate”): (i) stating that a Purchaser Indemnified Person has incurred, paid, reserved or accrued, or reasonably anticipates that it may incur, pay, reserve or accrue, Damages (or that with respect to any Tax matters, that any Governmental Body may raise such matter in an audit of Purchaser or its subsidiaries, which are reasonably likely to give rise to Damages); (ii) stating the amount of such Damages (which, in the case of Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Purchaser to be incurred, paid, reserved or accrued); (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Damages included in the amount so stated and the nature of the claim to which such Damages are related; and (iv) stating whether the claim is against the General Escrow Fund or the Special Escrow Fund. No delay in providing such Officer’s Certificate within the General Escrow Period or Special Escrow Period, as the case may be, shall affect any Purchaser Indemnified Person’s rights hereunder, unless (and then only to the extent that) any Seller is materially prejudiced thereby. (b) At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Sellers’ Representative by or on behalf of Purchaser (on behalf of itself or any other Purchaser Indemnified Person) and, in the case of a claim against the General Escrow Fund, for a period of 30 days after such delivery to the Escrow Agent of such Officer’s Certificate, the Escrow Agent shall make no payment pursuant to this Section 4 unless the Escrow Agent shall have received written authorization from the Sellers’ Representative to make such delivery. After the expiration of such 30-day period, the Escrow Agent shall make delivery of cash in the amount of the maximum Damages set forth in such Officer’s Certificate from the General Escrow Fund to Purchaser in accordance with this Section 4; provided, however, that no such delivery may be made if and to the extent the Sellers’ Representative shall object in a written statement to any claim or claims made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Purchaser prior to the expiration of such 30-day period. In the case of a claim against the Special Escrow Fund, upon delivery of any Officer’s Certificate to the Escrow Agent, the Escrow Agent shall immediately release the Special Escrow Cash to Purchaser, and in no event shall the Sellers’ Representative object to the release of such funds by the Escrow Agent. (c) If the Sellers’ Representative objects in writing to any claim or claims by Purchaser against the General Escrow Fund made in any Officer’s Certificate within such 30-day period, Purchaser and the Sellers’ Representative shall attempt in good faith for 30 days after Purchaser’s receipt of such written objection to resolve such objection. If Purchaser and the Sellers’ Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Shares Agent shall secure be entitled to conclusively rely on any such memorandum and the obligations of Escrow Agent shall distribute cash from the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and General Escrow Fund in accordance with the terms of this Agreement. (b) In such memorandum. If no such agreement can be reached during the event that a claim 30-day period for indemnity results from good faith negotiation, then upon the final determination expiration of a settlement such 30-day period, either Purchaser or judgment for which a Stockholder is responsible under the Sellers’ Representative may bring proceeding pursuant to the dispute resolution proceedings set forth in Section 2(e)(ii) 9.4 of the Indemnification Agreement, SEACOR and Option Purchase Agreement to resolve the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representativematter. Such notice shall state the name The decision of the Indemnified Party, arbiter as to the validity and amount of Losses arising from any claim in such Officer’s Certificate shall be nonappealable, binding and conclusive upon the indemnity claim parties to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought this Agreement and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is be entitled to indemnification as a result thereof act in accordance with such decision and shall distribute cash from the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the General Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled Fund in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such Stockholdertherewith. (d) For purposes of this Agreement, the Escrow Shares shall be valued in the manner set forth in the final paragraph of Section 2 of the Indemnification Agreement.

Claims Against the Escrow Fund. Upon receipt by the Escrow Agent on or before the last day the Escrow Fund remains in existence of a certificate signed by the Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer of Parent ("Officer's Certificate"), a copy of which, at that time, will also be provided to the Company Stockholder pursuant to the procedure for notice set forth in Article XIII: (a) The Escrow Shares shall secure the obligations stating that Parent has a Loss and that Parent is entitled to indemnification out of the Stockholders to the Indemnified Parties Escrow Fund pursuant to Section 2 of the Indemnification this Escrow Agreement and in accordance with the terms Agreement and Plan of this Agreement.Merger; and (b) In specifying in reasonable detail (i) the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) amount of the Indemnification Agreement, SEACOR Loss; (ii) the individual items of Losses included in the amount so stated; (iii) the basis for the Loss and (iv) the Representative shall send section of the Agreement and Plan of Merger (or such other applicable instrument contemplated thereby) to which such claim relates; the Escrow Agent and the Stockholder notice shall, upon receipt of such fact in a writing written evidence signed by both SEACOR and the Representative. Such notice shall state Company Stockholder of his consent to the name removal of that portion of the Indemnified Party, Escrow Fund equal to the amount of Losses arising from in respect of any claim made in the indemnity claim Officer's Certificate (the "Stockholder Acknowledgment"), deliver to which the Indemnified Party is entitledParent, the names as promptly as practicable, out of the Stockholders from whom indemnity is sought and the Escrow Fund, such number of shares of SEACOR Parent Common Stock that each such Stockholder would be required to transfer having a value equal to the Indemnified Party to satisfy its proportionate share amount of such Losses. If at any time after the tenth business day following the Upon delivery of such notice, SEACOR advises an amount from the Escrow Agent in writing that any such Stockholder has not delivered to Fund, Parent will become the Indemnified Party an amount of cash sufficient to satisfy its share lawful owner of such Losses, Parent Common Stock. The Escrow Agent shall remove no amount out of the Escrow Fund pursuant to this Article III unless the Escrow Agent shall promptly deliver have received the Officer's Certificate specified in this Section 3.1 to SEACOR make such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent delivery and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such StockholderAcknowledgment. (d) For purposes of this Agreement, the Escrow Shares shall be valued in the manner set forth in the final paragraph of Section 2 of the Indemnification Agreement.

Claims Against the Escrow Fund. (a) The From time to time during the Escrow Shares shall secure Period, the obligations Company may deliver to the Escrow Agent, one or more certificates signed by any officer of the Stockholders Company (a “Claim Certificate”): (i) stating that a the Investor and/or the Company have incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Damages (or that with respect to any tax matters, that any tax authority may raise such matter in audit of the Company or its subsidiaries, that could give rise to Damages); (ii) stating the amount of such Damages (which, in the case of Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by the Company and/or Investor in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by the Company or Investor) the individual items of such Damages included in the amount so stated and the nature of the claim to which such Damages are related. Such Claim Certificate (i) need only specify such information to the Indemnified Parties knowledge of such officer of the Company as of the date thereof, (ii) shall not limit any of the rights or remedies of any the Investor or the Company with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by the Company by delivering any updated or amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable period (as agreed to by the Parties) and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such period. No delay in providing such Claim Certificate within the Escrow Period shall affect the rights of Investor and/or the Company rights hereunder, unless (and then only to the extent that) the Stockholder is materially prejudiced thereby. (b) At the time of delivery of any Claim Certificate to the Stockholder pursuant to Section 2 4(a), a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent by or on behalf of the Indemnification Agreement Company or Investor and for a period of twenty (20) days after such delivery to the Stockholder of such Claim Certificate, the Escrow Agent shall make no payment pursuant to this Section 4 unless the Escrow Agent shall have received written authorization from the Stockholder to make such delivery. After the expiration of such 20-day period, the Escrow Agent shall make delivery of such amount of cash and shares from the Escrow Fund having an aggregate fair market value equal to any Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided, however, that no such delivery may be made if and to the extent the Stockholder has objected in a written statement to any claim or claims made in the Claim Certificate, and such written statement shall have been delivered to the Company prior to the expiration of such 20-day period (with a copy to the Escrow Agent). (c) If the Stockholder objects in writing to any claim or claims by the Company made in any Claim Certificate within such 20-day period, the Company or Investor and the Stockholder shall attempt in good faith for forty-five (45) days after the Company’s receipt of such written objection to resolve such objection. If the Company or Investor and the Stockholder shall so agree, they shall prepare and sign a joint written instruction to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such joint written instruction and the Escrow Agent shall distribute cash from the Escrow Fund and such number of shares of Common Stock from the Escrow Fund in accordance with the terms of this Agreement. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send joint written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such Stockholderinstruction. (d) If no such agreement can be reached during the 45-day period for good faith negotiation, but in any event upon the expiration of such 45-day period, either the Company or Investor or the Stockholder may bring a suit or a matter to arbitration in accordance with Section 9.14 of the Securities Purchase Agreement to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall distribute cash from the Escrow Fund and such number of shares of Common Stock from the Escrow Fund in accordance therewith. (e) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this AgreementSection 4(e), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the Escrow Shares Company and Investor shall be valued deemed to be the prevailing party unless the arbitrator determines in the manner set forth in the final paragraph of Section 2 favor of the Indemnification AgreementStockholder. The non-prevailing party to a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Claims Against the Escrow Fund. (a) The Upon receipt by the Escrow Shares shall secure ------------------------------ Agent of an Officer's Certificate at any time on or before the obligations last day of the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and Escrow Period (but in accordance with the terms of this Agreement. (b) In the event all events within 60 days after Parent becomes aware that it may have a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreementindemnity), SEACOR and the Representative shall send the Escrow Agent shall, subject to the provision of Section 7.2(e) hereof, deliver to Parent out of the Escrow Fund as promptly as possible, shares of Parent Common Stock held in the Escrow Fund in an amount equal to the Losses specified in the Officer's Certificate. For purposes hereof, "Officer's Certificate" shall mean a certificate signed by any --------------------- officer of Parent: (A) stating that Parent has paid, incurred or properly accrued or reasonably anticipates that it will have to pay, incur or accrue Losses; (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, incurred or properly accrued, or the basis for such anticipated liability, and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name nature of the Indemnified Partymisrepresentation, the amount breach of Losses arising from the indemnity claim warranty or covenant to which such item is related; (C) specifying whether the Indemnified Party is entitled, Losses are subject to the names of the Stockholders from whom indemnity is sought Basket Amount as provided in Section 7.2(a) hereof; and (D) specifying the number of shares of SEACOR Parent Common Stock that each such Stockholder would to be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount Parent. For purposes of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and determining the number of shares of Parent Common Stock to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number Parent out of the Escrow Shares sufficient Fund as indemnity pursuant to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such Stockholder. (dSection 7.2(b) For purposes of hereof and this AgreementSection, the Escrow Shares shares of Parent Common Stock shall be valued in good faith by the manner set forth in the final paragraph Board of Section 2 Directors of Parent as of the Indemnification Agreementdate of the Officer's Certificate. The Escrow Agent may rely on the valuation of the Parent Common Stock by Parent. Parent and the Company shall use their best efforts to provide monthly notification to the Shareholder Representative of any known claims.

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure 5.1 In the obligations of the Stockholders event and to the Indemnified Parties extent that Buyer can and wishes to make a claim against the Escrow Fund for the recovery of amounts payable to it pursuant to Section 2 12 of the Indemnification Agreement SPA, whether in connection with Inter-party Claims or with Third Party Claims (collectively, an “Indemnity Claim”), Buyer shall issue or cause to be issued a notice (an “Indemnity Claim Notice”) to the Sellers’ Representative and to the Escrow Agent which sets forth: (i) the fact that Buyer (or a Buyer Indemnified Party) has suffered Damages; (ii) a specification of the amount of such Damages; (iii) a reasonably detailed description of the facts which gave rise to such Damages, based on the information then known to the Buyer; (iv) a request that Escrow Agent deliver an amount equal to such Damages (the “Claimed Amount”) in immediately available funds to Buyer from the Escrow Funds; and (v) wiring instructions for such amount. 5.2 On the date which is fourteen (14) days from the date of Escrow Agent’s receipt of the Indemnity Claim Notice (the “Payment Date”), Escrow Agent shall deliver to Buyer that portion of the Escrow Fund which equals the Claimed Amount, as follows: one third of the Claimed Amount from the cash portion of the Escrow Fund, and two thirds by selling Buyer Ordinary Shares or Amarin Shares in the market, in accordance with the terms instructions of this AgreementBuyer, and transferring to Buyer the proceeds thereof. (b) In 5.3 Notwithstanding the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreementaforesaid, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver not make the payment or transfer described in Section 5.2 to SEACOR such number the Buyer if Escrow Agent has received an Objection Notice prior to the Payment Date. An “Objection Notice” shall mean a written notice from the Sellers’ Representative to Buyer and Escrow Agent, which sets forth: (i) an objection to delivery of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) all or any portion of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof Claimed Amount in accordance with the terms of the Indemnification Agreement and, upon final determination Indemnity Claim Notice; and (ii) a reasonably detailed description of the merits of such claim and amount of such Losses and facts which constitute the number of shares to be transferred if basis for the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration)objection, shall notify based on the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered information then known to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such StockholderSellers’ Representatives. (d) For purposes of this Agreement, the Escrow Shares shall be valued in the manner set forth in the final paragraph of Section 2 of the Indemnification Agreement.

Claims Against the Escrow Fund. 6.1 The Escrow Fund shall be retained in escrow, on the terms herein set out, to protect ARIS, its subsidiary, affiliated or related companies and corporations, their officers, directors, agents and employees, and their representatives, successors and assigns against and in respect of any and all losses, damages, charges and expenses of any kind whatsoever (including, without limitation, all out-of-pocket expenses, including lawyers' and accountants' fees and expenses) arising out of or in connection with: (a) The Escrow Shares shall secure the obligations any breach of any of the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and in accordance with the terms of this Agreement.Warranties; (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder.Property Liability; (c) In Taxation; and/or (d) the event that SEACOR Tax Covenant. 6.2 If ARIS shall claim that it has suffered a right loss as to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR it is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement andreimbursement hereunder, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), ARIS shall notify the Escrow Agent and the Stockholders from whom indemnity Sellers' Representative, such notification to be made in a manner subsequently set forth in this Escrow Agreement. Such notice shall describe the claim by ARIS and shall specify the loss, damage, charge or expense (including, without limitation, out-of-pocket expenses, including lawyers' and accountants' fees and expenses) incurred by ARIS in connection with such claim. If such loss, damage, charge or expense is sought liquidated in amount, the notice shall so state and shall also set forth the manner in which the loss, damage, charge or expense has been calculated. Such liquidated 6.3 If the Sellers' Representative shall not, within thirty (either by means of a certified copy of the arbitration decision 30) calendar days after receipt or a written instrument executed by SEACOR and the Representative) of the terms deemed receipt of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to notice, advise ARIS and the Escrow Agent, pursuant in writing, that he denies the right to reimbursement in respect of such claim, the Escrow Agent is, at the end of such period, authorized to release and shall release (at once if said claim is liquidated, or subsequently at such time as any claim has become liquidated) to ARIS Share Certificates for the total number of Escrowed Shares the "Value" (as defined below) of which is equal to or more than the amount of ARIS' claim or, to the Indemnification Agreementextent that no Escrowed Shares remain in the Escrow Fund, the Escrowed Cash; provided however, that the Escrow Agent shall ensure that the Share Certificates which are released to ARIS in accordance with this clause 6.3 as nearly as possible reflect a division between the Sellers of the value of ARIS' claim pro rata to the Sellers' respective interests in the Escrow Fund. The "Value" for the purposes of this Escrow Agreement means the closing quotation for the Escrowed Shares on 27 February 1998 on the Nasdaq National Market. If the Escrow Agent releases to ARIS Share Certificates in respect of a number of Escrowed Shares the "Value" of which exceeds the amount of ARIS' claim, ARIS shall issue new Share Certificates in the stock of ARIS for the excess number of Escrowed Shares, one Share Certificate to be issued to each Seller in accordance with his pro rata interest in the Escrow Fund; provided however, that each such Stockholder shall, within ten business days after receipt Seller shall immediately endorse any Share Certificate issued to him under this clause 6.3 to effect transfer of a Claims Notice, the Escrowed Shares represented thereby to ARIS and shall thereupon deliver the same to the Indemnified Party an amount of cash Escrow Agent to be held in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled escrow in accordance with the Claims Notice. terms hereof. 6.4 If after such tenth business day, SEACOR advises the Sellers' Representative shall notify ARIS and the Escrow Agent Agent, in writing writing, that he disputes any claim made against the Escrow Fund, ARIS and the Sellers shall endeavour to settle or compromise said claim. In the absence of any such Stockholder has not satisfied its pro rata share settlement or compromise being reached within thirty (30) calendar days after receipt or deemed receipt of such Lossesnotice by ARIS, such claim may be submitted by ARIS or the Sellers to an independent firm of Chartered Accountants for final settlement, whereupon the Parties shall be entitled to make reasonable representations to such independent firm of chartered accountants with respect to such claim. Such firm of Chartered Accountants shall be appointed by agreement between the parties but in default of agreement within five (5) business days of ARIS making a proposal to the Sellers' Representative (or vice versa) shall be appointed upon the request of either of them by the President for the time being of the Institute of Chartered Accountants in England and Wales. Any liability established by reason of such compromise or settlement shall be satisfied from the Escrow Fund in the same manner set forth in clause 6.3 above with respect to undenied claims by ARIS. 6.5 ARIS will as soon as reasonably practicable give written notice to the Sellers' Representative of the relevant facts of any claim of any third party which may reasonably be expected to result in a claim by ARIS against the Escrow Fund. The Sellers' Representative shall have the right, at his expense and at no expense to ARIS, to participate in the defence of such claim (with counsel selected by him and reasonably satisfactory to ARIS) provided the Sellers' Representative shall consult and cooperate at all times with counsel for ARIS and, if the proceedings involve matters of concern to ARIS in addition to such a claim or the basis therefor, such matters and the defence thereof shall be the sole responsibility of ARIS and ARIS shall direct the defence thereof. 6.6 ARIS shall have the right to assert claims pursuant to this Escrow Agreement against the Escrow Fund from time to time and the assertion and/or disposition of any such claims shall be without prejudice to any other rights or remedies available to ARIS from time to time pursuant to the Agreement or otherwise. 6.7 In respect of any settlement, compromise or submission to an independent firm of chartered accountants of any claim hereunder, or the determination of any other matter requiring consent or approval of the Sellers in the Escrow Fund, the Escrow Agent shall promptly deliver be fully authorized to SEACOR such number act on the written consent or approval of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share Sellers' Representative. If at the time of such Losses, together any claim made in accordance with the stock powers executed by such Stockholder. (d) For purposes of this Agreementclause 6 there shall be no Sellers' Representative, the Escrow Shares Agent shall be valued in the manner set forth in the final paragraph give notice of Section 2 such claim to each of the Indemnification AgreementSellers, and, if within thirty (30) calendar days after receipt or deemed receipt of such notice by the last Seller to receive it, the Sellers shall not have named a successor Sellers' Representative who shall have admitted or disputed such claim, the Escrow Agent is authorised at the end of such thirty (30) calendar day period to release and shall release to ARIS Share Certificates in respect of the amount or in excess of such claim determined in accordance with clause 6.3 above.

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure the obligations of the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and in accordance Concurrently with the terms of this Agreement. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim Claim Notice to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Stockholders' Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled pursuant to indemnification as a result thereof in accordance with the terms Section 7.5 of the Indemnification Agreement andMerger Agreement, upon final determination of the merits of such claim and amount of such Losses and the number of shares Siemens will deliver to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent a certificate in substantially the form of Annex I attached hereto (a "Certificate of Instruction"). No Certificate of Instruction may be delivered by Siemens after 5:00 p.m. New York time on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Company and the Stockholders from whom indemnity is sought (either by means Stockholders' Representative of its receipt of a certified Certificate of Instruction not later than the second business day next following receipt thereof, together with a copy of such Certificate of Instruction. (b) If the Escrow Agent (i) shall not, within 30 calendar days following its receipt of a Certificate of Instruction (the "Objection Period"), have received from the Stockholders' Representative a certificate in substantially the form of Annex II attached hereto (an "Objection Certificate") disputing the right of the applicable Indemnified Party to the Owed Amount (as defined in the Certificate of Instruction) referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter (whether before or after the end of the Objection Period) have received ether (x) a certificate from Siemens and the Stockholders' Representative substantially in the form of Annex III attached hereto (a "Resolution Certificate") stating that Siemens and the Stockholders' Representative have agreed that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties or (y) a copy of a final order of the arbitration decision panel appointed pursuant to Section 7.7 of the Merger Agreement (accompanied by a certificate of Siemens or the Stockholders' Representative substantially in the form of Annex IV attached hereto (an "Arbitration Certificate")) stating that the Owed Amount referred to in such Certificate of Instruction (or a written instrument executed by SEACOR and the Representativespecified portion thereof) is payable to one or more of the terms Indemnified Parties, then the Escrow Agent shall, on the second business day next following (x) the expiration of such determination the Objection Period or (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to y) the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after 's receipt of a Claims NoticeResolution Certificate or an Arbitration Certificate, deliver as the case may be, pay over to Siemens from the Indemnified Party an amount Escrow Fund, by wire transfer of cash in immediately available funds sufficient to satisfy its pro rata share a bank account of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such LossesSiemens' designation, the amount set forth in said Certificate of Instruction or, if such Resolution Certificate or Arbitration Certificate specifies that an amount other than such Owed Amount is payable, such other amount. (c) The Escrow Agent shall promptly deliver give written notice to SEACOR such number the Stockholders' Representative and Siemens of its receipt of an Objection Certificate not later than the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Lossessecond business day next following receipt thereof, together with a copy of such Objection Certificate. The Escrow Agent shall give written notice to Siemens and the stock powers executed by Stockholders' Representative of its receipt of an Arbitration Certificate or Resolution Certificate not later than the second business day next following receipt thereof, together with a copy of such StockholderArbitration Certificate or Resolution Certificate, as the case may be. (d) For purposes Upon the payment by the Escrow Agent of the Owed Amount referred to in a Certificate of Instruction, such Certificate of Instruction shall be deemed cancelled. Upon the receipt by the Escrow Agent of a Resolution Certificate or an Arbitration Certificate and the payment by the Escrow Agent of the Owed Amount (or if such Resolution Certificate or Arbitration Certificate specifies that an amount other than such Owed Amount is payable, such other amount), the related Certificate of Instruction shall be deemed cancelled. (e) Upon Siemens' determination that it has no claim or has released its claim with respect to an Owed Amount referred to in a Certificate of Instruction (or a specified portion thereof), Siemens will promptly deliver to the Escrow Agent a certificate substantially in the form of Annex V attached hereto (a "Siemens Cancellation Certificate") canceling such Certificate of Instruction (or such specified portion thereof, as the case may be), and such Certificate of Instruction (or portion thereof) shall thereupon be deemed cancelled. The Escrow Agent shall give written notice to Siemens and the Stockholders' Representative of its receipt of a Siemens Cancellation Certificate not later than the second business day next following receipt thereof, together with a copy of such Siemens Cancellation Certificate. (f) Upon receipt of a final order of the arbitration panel appointed pursuant to Section 7.7 of the Merger Agreement stating that it is a final order and that none of the Owed Amount referred to in a Certificate of Instruction as to which the Stockholders' Representative delivered an Objection Certificate within the Objection Period is payable to any Indemnified Party pursuant to the Merger Agreement or this Agreement, Siemens and the Stockholders' Representative will promptly deliver to the Escrow Shares shall be valued Agent a copy of such order (accompanied by a certificate substantially in the manner set forth in form of Annex VI attached hereto (a "Representative Can- cellation Certificate")) cancelling such Certificate of Instruction, and such Certificate of Instruction shall thereupon be deemed cancelled. The Escrow Agent shall give written notice to the final paragraph Stockholders' Representative and Siemens of Section 2 its receipt of a Representative Cancellation Certificate not later than the Indemnification Agreementsecond business day next following receipt thereof, together with a copy of such Representative Cancellation Certificate.

Claims Against the Escrow Fund. (a) Concurrently with the delivery of a written notification to the relevant Stockholder of a claim for indemnity under Section 10(a) of the Stockholders' Agreement (or, in the case of a claim for indemnity under Section 10(b) of the Stockholders' Agreement, to each of the Stockholders), RBC will deliver to the relevant Stockholder or to each of the Stockholders, as the case may be, and the Escrow Agent a certificate in substantially the form of ANNEX I attached hereto (a "Certificate of Instruction"). The Escrow Shares Agent shall secure give written notice to the obligations relevant Stockholder or to each of the Stockholders to Stockholders, as the Indemnified Parties pursuant to Section 2 case may be, of its receipt of a Certificate of Instruction not later than the Indemnification Agreement and in accordance second (2nd) business day next following receipt thereof, together with the terms a copy of this Agreementsuch Certificate of Instruction. (b) In If the event that Escrow Agent (i) shall not, within thirty (30) calendar days following receipt by the relevant Stockholders of a Certificate of Instruction (the "Objection Period"), have received a certificate in substantially the form of ANNEX II attached hereto (an "Objection Certificate") signed by the relevant Stockholder with respect to a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible indemnification under Section 2(e)(ii10(a) of the Indemnification Stockholders' Agreement or any of the Stockholders with respect to a claim for indemnification under Section 10(b) of the Stockholders' Agreement, SEACOR as the case may be, disputing the relevant Stockholder's or the Stockholders', as the case may be, obligation to pay the amount of the Damages referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (x) a certificate substantially in the form of ANNEX III attached hereto (a "Resolution Certificate") signed by RBC and the Representative shall send relevant Stockholder or each of the Stockholders, as the case may be, stating that RBC and the relevant Stockholder or Stockholders, as the case may be, have agreed that the amount of the Damages referred to in such Resolution Certificate is payable to one or more of the RBC Indemnitees or (y) a copy of the final award rendered by the arbitrator pursuant to Section 13 of the Stockholders' Agreement accompanied by a certificate substantially in the form of ANNEX IV attached hereto (an "Arbitration Certificate") signed by RBC stating that the amount of the Damages referred to in such Arbitration Certificate is payable to one or more of the RBC Indemnitees by the relevant Stockholder or the Stockholders, as the case may be, then the Escrow Agent and shall, subject to Section 5, on the Stockholder notice of such fact in a writing signed by both SEACOR and tenth (10th) business day next following (A) the Representative. Such notice shall state the name expiration of the Indemnified PartyObjection Period or (B) the Escrow Agent's receipt of a Resolution Certificate or an Arbitration Certificate, as the case may be, (or as soon thereafter as the appropriate amount of funds in the Escrow Account may be withdrawn from investments made pursuant to Section 3(a) without penalty) pay over to RBC from the Escrow Fund, by wire transfer of immediately available funds to a bank account of RBC's designation, the amount set forth in the Certificate of Losses arising from Instruction or, if the indemnity claim to which related Resolution Certificate or Arbitration Certificate specifies that a lesser amount than the Indemnified Party amount set forth in the Certificate of Instruction is entitledpayable, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholderlesser amount. (c) In the event that SEACOR shall claim a right Any certificate or notice to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim be delivered to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled pursuant to indemnification as a result thereof in accordance with the terms paragraph (b) by RBC or any of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination Stockholders shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been concurrently delivered to the Escrow Agentrelevant Stockholder or to each of the other Stockholders, pursuant to as the Indemnification Agreementcase may be, each such Stockholder shallor RBC, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Noticerespectively. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the The Escrow Agent shall promptly deliver give written notice to SEACOR such number RBC and each Stockholder of its receipt of an Objection Certificate not later than the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Lossessecond (2nd) business day next following receipt thereof, together with a copy of such Objection Certificate. The Escrow Agent shall give written notice to the stock powers executed by relevant Stockholder or to each of the Stockholders, as the case may be, of its receipt of an Arbitration Certificate not later than the second (2nd) business day next following receipt thereof, together with a copy of such StockholderArbitration Certificate. (d) For purposes Upon RBC's determination that it has no claim or has released its claim with respect to any Damages referred to in a Certificate of this AgreementInstruction (or a specified portion thereof), RBC will promptly deliver to the relevant Stockholder or to each of the Stockholders, as the case may be, and to the Escrow Agent a certificate substantially in the form of ANNEX V attached hereto (an "RBC Cancellation Certificate") canceling such Certificate of Instruction (or such specified portion thereof, as the case may be), and such Certificate of Instruction (or portion thereof) shall thereupon be deemed canceled. The Escrow Agent shall give written notice to the relevant Stockholder or to each of the Stockholders, as the case may be, of its receipt of an RBC Cancellation Certificate not later than the second (2nd) business day next following receipt thereof, together with a copy of such RBC Cancellation Certificate. (e) Upon receipt of a copy of the final award rendered by the arbitrator pursuant to Section 13 of the Stockholders' Agreement stating that none of the Damages referred to in a Certificate of Instruction as to which the relevant Stockholder or the Stockholders, as the case may be, delivered an Objection Certificate within the Objection Period is payable to any RBC Indemnitee by the relevant Stockholder or the Stockholders, as the case may be, will promptly deliver to RBC and the Escrow Agent a copy of such order (accompanied by a certificate substantially in the form of ANNEX VI attached hereto (a "Stockholder Cancellation Certificate")) signed by, the relevant Stockholder or each of the Stockholders, as the case may be, canceling such Certificate of Instruction, and such Certificate of Instruction shall thereupon be deemed canceled. The Escrow Shares Agent shall give written notice to RBC of its receipt of a Stockholder Cancellation Certificate not later than the second (2nd) business day next following receipt thereof, together with a copy of such Stockholder Cancellation Certificate. (f) Upon the payment by the Escrow Agent of the amount referred to in a Certificate of Instruction, Resolution Certificate or Arbitration Certificate (or a lesser amount pursuant to Section 5(e)), such Certificate of Instruction, Resolution Certificate or Arbitration Certificate, as the case may be, shall be valued in deemed canceled. Upon the manner set forth in receipt by the final paragraph Escrow Agent of Section 2 a Resolution Certificate, an Arbitration Certificate, an RBC Cancellation Certificate or a Stockholder Cancellation Certificate, the related Certificate of the Indemnification AgreementInstruction shall be deemed canceled.

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure the obligations of the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and in accordance Concurrently with the terms of this Agreement. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim Claim Notice to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Stockholders' Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled pursuant to indemnification as a result thereof in accordance with the terms Section 7.5 of the Indemnification Agreement andMerger Agreement, upon final determination of the merits of such claim and amount of such Losses and the number of shares Siemens will deliver to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent a certificate in substantially the form of Annex I attached hereto (a "Certificate of Instruction"). No Certificate of Instruction may be delivered by Siemens after 5:00 p.m. New York time on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Company and the Stockholders from whom indemnity is sought (either by means Stockholders' Representative of its receipt of a certified Certificate of Instruction not later than the second business day next following receipt thereof, together with a copy of such Certificate of Instruction. (b) If the Escrow Agent (i) shall not, within 30 calendar days following its receipt of a Certificate of Instruction (the "Objection Period"), have received from the Stockholders' Representative a certificate in substantially the form of Annex II attached hereto (an "Objection Certificate") disputing the right of the applicable Indemnified Party to the Owed Amount (as defined in the Certificate of Instruction) referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter (whether before or after the end of the Objection Period) have received ether (x) a certificate from Siemens and the Stockholders' Representative substantially in the form of Annex III attached hereto (a "Resolution Certificate") stating that Siemens and the Stockholders' Representative have agreed that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties or (y) a copy of a final order of the arbitration decision panel appointed pursuant to Section 7.7 of the Merger Agreement (accompanied by a certificate of Siemens or the Stockholders' Representative substantially in the form of Annex IV attached hereto (an "Arbitration Certificate")) stating that the Owed Amount referred to in such Certificate of Instruction (or a written instrument executed by SEACOR and the Representativespecified portion thereof) is payable to one or more of the terms Indemnified Parties, then the Escrow Agent shall, on the second business day next following (x) the expiration of such determination the Objection Period or (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to y) the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after 's receipt of a Claims NoticeResolution Certificate or an Arbitration Certificate, deliver as the case may be, pay over to Siemens from the Indemnified Party an amount Escrow Fund, by wire transfer of cash in immediately available funds sufficient to satisfy its pro rata share a bank account of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such LossesSiemens' designation, the amount set forth in said Certificate of Instruction or, if such Resolution Certificate or Arbitration Certificate specifies that an amount other than such Owed Amount is payable, such other amount. (c) The Escrow Agent shall promptly deliver give written notice to SEACOR such number the Stockholders' Representative and Siemens of its receipt of an Objection Certificate not later than the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Lossessecond business day next following receipt thereof, together with a copy of such Objection Certificate. The Escrow Agent shall give written notice to Siemens and the stock powers executed by Stockholders' Representative of its receipt of an Arbitration Certificate or Resolution Certificate not later than the second business day next following receipt thereof, together with a copy of such StockholderArbitration Certificate or Resolution Certificate, as the case may be. (d) For purposes Upon the payment by the Escrow Agent of the Owed Amount referred to in a Certificate of Instruction, such Certificate of Instruction shall be deemed cancelled. Upon the receipt by the Escrow Agent of a Resolution Certificate or an Arbitration Certificate and the payment by the Escrow Agent of the Owed Amount (or if such Resolution Certificate or Arbitration Certificate specifies that an amount other (e) Upon Siemens' determination that it has no claim or has released its claim with respect to an Owed Amount referred to in a Certificate of Instruction (or a specified portion thereof), Siemens will promptly deliver to the Escrow Agent a certificate substantially in the form of Annex V attached hereto (a "Siemens Cancellation Certificate") canceling such Certificate of Instruction (or such specified portion thereof, as the case may be), and such Certificate of Instruction (or portion thereof) shall thereupon be deemed cancelled. The Escrow Agent shall give written notice to Siemens and the Stockholders' Representative of its receipt of a Siemens Cancellation Certificate not later than the second business day next following receipt thereof, together with a copy of such Siemens Cancellation Certificate. (f) Upon receipt of a final order of the arbitration panel appointed pursuant to Section 7.7 of the Merger Agreement stating that it is a final order and that none of the Owed Amount referred to in a Certificate of Instruction as to which the Stockholders' Representative delivered an Objection Certificate within the Objection Period is payable to any Indemnified Party pursuant to the Merger Agreement or this Agreement, Siemens and the Stockholders' Representative will promptly deliver to the Escrow Shares shall be valued Agent a copy of such order (accompanied by a certificate substantially in the manner set forth in form of Annex VI attached hereto (a "Representative Cancellation Certificate")) cancelling such Certificate of Instruction, and such Certificate of Instruction shall thereupon be deemed cancelled. The Escrow Agent shall give written notice to the final paragraph Stockholders' Representative and Siemens of Section 2 its receipt of a Representative Cancellation Certificate not later than the Indemnification Agreementsecond business day next following receipt thereof, together with a copy of such Representative Cancellation Certificate.

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure Subject to the obligations terms set forth in Section 2.2.4(ii) and Article VIII of the Stockholders Securities Purchase Agreement, if at any time Purchaser or a Purchaser Indemnified Party, as the case may be, shall claim that it is entitled to payment of all or a portion of the Escrow Fund as a result of any Claim, Solomon shall give notice of such Claim (the “Notice of Claim”) to the Indemnified Parties pursuant Sellers’ Representative and the Escrow Agent. The Notice of Claim shall describe the event or circumstances giving rise to Section 2 the Claim, specifying the amount of the Indemnification Agreement Escrow Fund requested and certifying that the Notice of Claim is being submitted in accordance with the terms of this Agreementgood faith. (b) In Within fifteen (15) business days (the event that a claim for indemnity results from “Dispute Period”) after receipt by the final determination Sellers’ Representative of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) copy of such Notice of Claim, the Indemnification Agreement, SEACOR and the Sellers’ Representative shall send may deliver to the Escrow Agent and a notice (the Stockholder notice “Notice of such fact in a writing signed by both SEACOR and Dispute”) disputing the Representative. Such notice shall state the name request for payment out of the Indemnified PartyEscrow Fund as stated in the Notice of Claim. For purposes of this Agreement, a “business day” shall be any day excluding Saturday, Sunday and any day which shall be in New York, New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close. The Notice of Dispute shall specify the amount being disputed (the “Disputed Amount”), describing the reasons for such dispute and certifying that the Notice of Losses arising from Dispute is being submitted in good faith. If the indemnity claim Escrow Agent has not received a Notice of Dispute prior to which the expiration of Dispute Period referred to above, then the Escrow Agent shall promptly deliver to the Purchaser Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the such number of shares of SEACOR Common Escrow Stock that each such Stockholder would be required to transfer as shall have a value (based on the applicable STI Stock Value) equal to the Indemnified Party to satisfy its proportionate share full amount of such Lossesthe Escrow Fund requested in the Notice of Claim. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent has received a Notice of Dispute during the Dispute Period which disputes in writing that any such Stockholder has not delivered to part the Indemnified Party an amount request for payment of cash sufficient to satisfy its share the Escrow Fund stated in the Notice of Claim, then following receipt of such LossesNotice of Dispute, the Escrow Agent shall promptly deliver to SEACOR Solomon such number of shares of Escrow Shares sufficient Stock as shall have a value (based on the applicable STI Stock Value) equal to satisfy such Stockholder's share the amount of such Losses together with the stock powers executed by such StockholderEscrow Fund requested in the Notice of Claim which is in excess of the Disputed Amount. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to If the Escrow Agent receives a Notice of Dispute from the Sellers’ Representative, the Escrow Agent shall promptly deliver a copy of the Notice of Dispute to Solomon, and shall not deliver the portion of the requested amount of the Escrow Fund set forth in the Notice of Claim constituting the Disputed Amount until the Escrow Agent shall have received one of the following: (i) A certified copy of an order, decree or judgment issued or rendered by a court of competent jurisdiction in New York, which order, decree or judgment has been finally affirmed on appeal, which by lapse of time or otherwise is no longer subject to appeal (a "Final Decision") or the passage of one year from the date of said order, decree or judgment, whichever shall first occur, with respect to the Notice of Claim which is the subject of the Notice of Dispute; or (ii) A joint written direction executed by Solomon and the Representative. As promptly Sellers’ Representative (a sample form for which is attached hereto as possible after SEACOR has given such noticeExhibit A), SEACOR and directing the Representative shall establish the merits distribution of such claim portion of the Escrow Fund. Upon receipt of either (i) or (ii) above, the Escrow Agent shall promptly deliver such number of shares of Escrow Stock as shall have a value (based on the applicable STI Stock Value) equal to the portion of the Escrow Fund in respect of the Disputed Amount in accordance with the terms of such Final Decision or joint direction or affidavit, as the case may be. The parties hereto agree that the Escrow Agent may rely upon written notice or instruction furnished to it hereunder and amount shall be under no duty to inquire into or investigate the validity, accuracy or content of Losses for which SEACOR is entitled any such document. (d) All distributions made under this Agreement to indemnification as a result thereof Solomon shall be deemed taken from the portion of the Escrow Fund attributable to the appropriate Seller(s) in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such Stockholder. (d) For purposes of this Agreement, the Escrow Shares shall be valued in the manner set forth in the final paragraph of Section 2 of the Indemnification Securities Purchase Agreement.

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure the obligations of the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and in accordance Upon compliance with the terms of this Agreement. , including, but not limited to, the conditions set forth in SECTION 1(a)(I) hereof (band the procedures for indemnification set forth in Section 6.3 through Section 6.5 of the Purchase and Sale Agreement) In and SECTION 1(a)(II) hereof (and the event that a claim procedures for indemnity results from adjustments of the final determination of a settlement or judgment for which a Stockholder is responsible under Purchase Price pursuant to Section 2(e)(ii1.3(a) of the Indemnification Purchase and Sale Agreement), SEACOR as applicable, Buyer shall deliver the Certificate of Instruction (as defined below) to Escrow Agent, and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver disburse to SEACOR such number of Buyer amounts from the Escrow Shares sufficient Fund (to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (cextent thereof) In the event that SEACOR shall claim a right equal to payment pursuant to Section 2(e)(iii) any or all of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof unpaid Obligations in accordance with the terms procedures set forth below. Subject to the remainder of this SECTION 3, if, on or before the Release Date (as defined in SECTION 4(a) hereof), a Buyer Indemnified Party shall have, or reasonably believe it will have, a claim against the Escrow Fund which such claim relates to an indemnifiable event or adjustment of the Indemnification Agreement andPurchase Price pursuant to the Purchase and Sale Agreement, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), Buyer Indemnified Party shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either Seller of its request for such payment by means delivery of a certified copy certificate signed by an officer of the arbitration decision or a written instrument executed by SEACOR and Buyer in substantially the Representative) form of EXHIBIT A attached hereto (the terms of such determination (such notice is hereinafter referred to as a "Claims NoticeCERTIFICATE OF INSTRUCTION"). After such Claims Notice has been delivered For a period of three (3) business days after the Escrow Agent's and Seller's receipt of the Certificate of Instruction, the Seller shall have the opportunity to object to the disbursement of the amounts from the Escrow Fund by delivery to Escrow Agent and the Buyer Indemnified Parties of a certificate signed by an officer of Seller in substantially the form of EXHIBIT B attached hereto (the "CERTIFICATE OF OBJECTION"), certifying to the Escrow AgentAgent and Buyer Indemnified Parties, pursuant within such three (3) day period, that full and complete curative action (such curative action to include, but not be limited to, payment of money by Seller) has been taken with respect to the Indemnification Agreementmatter giving rise to the claim against the Escrow Fund, each such Stockholder shall, within ten business days after and upon receipt of a Claims Noticethe Certificate of Objection, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent shall not disburse any portion of the Escrow Fund to the Buyer Indemnified Party. If such full and complete curative action is not complete within the three (3) day period, then Buyer shall so notify Escrow Agent and Seller by delivery of a certificate signed by an officer of Buyer in writing that any such Stockholder has not satisfied its pro rata share substantially the form of such LossesEXHIBIT C attached hereto (the "CERTIFICATE OF FURTHER INSTRUCTION"), and upon receipt of the Certificate of Further Instruction, the Escrow Agent shall promptly deliver disburse to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with Buyer Indemnified Party the stock powers executed by such Stockholder. (damount(s) For purposes of this Agreement, the Escrow Shares shall be valued specified in the manner set forth in the final paragraph Certificate of Section 2 of the Indemnification AgreementInstruction.

Claims Against the Escrow Fund. (a) On or before the last day of the Escrow Period, Chemring (on behalf of itself or any other Indemnified Person) may deliver to the Escrow Agent a Notice of Claim. (b) At the time of delivery of any Notice of Claim to the Escrow Agent, a duplicate copy of such Notice of Claim shall be delivered to the ADG Parties by Chemring (on behalf of itself or any other Indemnified Person), and for a period of twenty (20) Business Days after the delivery to both the Escrow Agent and the ADG Parties by Chemring of such Notice of Claim, the Escrow Agent shall make no payment pursuant to this Section 4 unless the Escrow Agent shall have received written authorization from the ADG Parties to make such delivery. After the expiration of such 20-Business Day period, the Escrow Agent shall make delivery of cash from the Escrow Fund to Chemring in accordance with this Section 4; provided, however, that no such delivery may be made if and to the extent the ADG Parties have objected in a written statement to any Claim made in the Notice of Claim, and such written statement shall have been delivered to the Escrow Agent and to Chemring prior to the expiration of such 20-Business Day period. (c) If the ADG Parties object in writing to any Claim made by Chemring in any Notice of Claim within such 20-Business Day period, Chemring and the ADG Parties shall attempt in good faith for thirty (30) Business Days after Chemring’s receipt of such written objection to resolve such objection. If Chemring and the ADG Parties shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Shares Agent shall secure be entitled to conclusively rely on any such memorandum and the obligations of Escrow Agent shall, as applicable, distribute cash from the Stockholders to the Indemnified Parties pursuant to Section 2 of the Indemnification Agreement and Escrow Fund in accordance with the terms of this Agreement. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the Representative. Such notice shall state the name of the Indemnified Party, the amount of Losses arising from the indemnity claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such Stockholdermemorandum. (d) For purposes If no such agreement can be reached during the 30-Business Day period for good faith negotiation, then no portion of this Agreement, the disputed amount will be distributed with respect to such Notice of Claim until (i) such time as ADG and Chemring execute and deliver to the Escrow Shares shall be valued in Agent joint written instructions instructing the manner Escrow Agent to disburse all or a portion of the remaining Escrow Funds, (ii) a final judgment on the matter is entered by a court of competent jurisdiction (after all appeals have been finally determined or the time for appeal has expired without an appeal having been made) or (iii) such time as an order or award of an arbitrator ordering or directing the Escrow Agent to disburse all or a portion of the remaining Escrow Funds is issued pursuant to the arbitration process set forth in the final paragraph of Section 2 9.11 of the Indemnification Purchase Agreement, in which case the Escrow Agent shall retain or disburse the amount claimed in the Notice of Claim in accordance with such judgment or award.

Claims Against the Escrow Fund. (a) Concurrently with the delivery of a Claim Notice or an Indemnity Notice to Seller pursuant to Article IX of the Asset Purchase Agreement, Purchaser will deliver to the Escrow Agent a certificate in substantially the form of Annex I attached hereto (a "Certificate of Instruction"). No Certificate of Instruction may be delivered by Purchaser after the close of business on the business day immediately preceding the Termination Date. The Escrow Shares Agent shall secure give written notice to Seller of its receipt of a Certificate of Instruction not later than the obligations second business day next following receipt thereof, together with a copy of the Stockholders to the Indemnified Parties pursuant to Section 2 such Certificate of the Indemnification Agreement and in accordance with the terms of this AgreementInstruction. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) of the Indemnification Agreement, SEACOR and the Representative shall send If the Escrow Agent (i) shall not, within thirty (30) calendar days following its receipt of a Certificate of Instruction (the "Objection Period"), have received from Seller a certificate in substantially the form of Annex II attached hereto (an "Objection Certificate") disputing Seller's obligation to pay the Owed Amount referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (x) a certificate from Purchaser and Seller substantially in the Stockholder notice form of Annex III attached hereto (a "Resolution Certificate") stating that Purchaser and Seller have agreed that the Owed Amount referred to in such fact in Certificate of Instruction (or a writing signed by both SEACOR and the Representative. Such notice shall state the name specified portion thereof) is payable to one or more of the Indemnified PartyParties or (y) a copy of final order of a Board of Arbitration (accompanied by a certificate of Purchaser substantially in the form of Annex IV attached hereto (an "Arbitration Certificate")) stating that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties by Seller, then the Escrow Agent shall, on the second business day next following (x) the expiration of the Objection Period or (y) the Escrow Agent's receipt of a Resolution Certificate or an Arbitration Certificate, as the case may be, pay over to Purchaser from the Escrow Fund, by wire transfer of immediately available funds to a bank account of Purchaser's designation, the amount set forth in said Certificate of Losses arising from Instruction or, if such Resolution Certificate or Arbitration Certificate specifies that a lesser amount than such Owed Amount is payable, such lesser amount (or the indemnity claim to which entire Escrow Amount if it is less than the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer to the Indemnified Party to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises the Escrow Agent in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of Escrow Shares sufficient to satisfy such Stockholder's share of such Losses together with the stock powers executed by such Stockholderforegoing amounts). (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreement, SEACOR shall send written notice of such claim to the Escrow Agent and the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and the Representative shall establish the merits of such claim and amount of Losses for which SEACOR is entitled to indemnification as a result thereof in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the The Escrow Agent shall promptly deliver give written notice to SEACOR such number Purchaser of its receipt of an Objection Certificate not later than the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Lossessecond business day next following receipt thereof, together with a copy of such Objection Certificate. The Escrow Agent shall give written notice to Seller of its receipt of an Arbitration Certificate not later than the stock powers executed by second business day next following receipt thereof, together with a copy of such StockholderArbitration Certificate. (d) For purposes Upon the payment by the Escrow Agent of this Agreementthe Owed Amount referred to in a Certificate of Instruction, such Certificate of Instruction shall be deemed canceled. Upon the receipt by the Escrow Agent of a Resolution Certificate or an Arbitration Certificate and the payment by the Escrow Agent of the Owed Amount referred to therein, the Escrow Shares related Certificate of Instruction shall be valued deemed canceled. (e) Upon Purchaser's determination that it has no claim or has released its claim with respect to an Owed Amount referred to in a Certificate of Instruction (or a specified portion thereof), Purchaser will promptly deliver to the Escrow Agent a certificate substantially in the manner set forth form of Annex V attached hereto (a "Purchaser Cancellation Certificate") canceling such Certificate of Instruction (or such specified portion thereof, as the case may be), and such Certificate of Instruction (or portion thereof) shall thereupon be deemed canceled. The Escrow Agent shall give written notice to Seller of its receipt of a Purchaser Cancellation Certificate not later than the second business day next following receipt thereof, together with a copy of such Purchaser Cancellation Certificate. (f) Upon receipt of a final order of a Board of Arbitration stating that none of the Owed Amount referred to in a Certificate of Instruction as to which Seller delivered an Objection Certificate within the Objection Period is payable to any Indemnified Party by Seller, Seller may deliver a copy of such order (accompanied by a certificate of Seller substantially in the final paragraph form of Section 2 Annex VI attached hereto (a "Seller Cancellation Certificate")) canceling such Certificate of Instruction, and such Certificate of Instruction shall thereupon be deemed canceled. The Escrow Agent shall give written notice to Purchaser of its receipt of a Seller Cancellation Certificate not later than the Indemnification Agreementsecond business day next following receipt thereof, together with a copy of such Seller Cancellation Certificate.

Claims Against the Escrow Fund. (a) The Escrow Shares shall secure the obligations If and whenever Buyer, acting on its behalf or on behalf of the Stockholders Company or any other Indemnitee, shall claim indemnification or other payment in respect of a liquidated claim to the Indemnified Parties pursuant to Section 2 be satisfied out of the Indemnification Agreement and in accordance with Escrow pursuant to the terms of this Merger Agreement. (b) In the event that a claim for indemnity results from the final determination of a settlement or judgment for which a Stockholder is responsible under Section 2(e)(ii) , Buyer shall promptly send written notice of the Indemnification Agreement, SEACOR and the Representative shall send same to the Escrow Agent and the Stockholder notice of such fact in a writing signed by both SEACOR and the RepresentativeRepresentative (or his successor, as provided above). Such notice shall state the name basis for such claim including a brief description of the Indemnified Party, facts upon which such claim is based and the amount thereof. In the event of Losses arising from the indemnity an unliquidated claim to which the Indemnified Party is entitled, the names of the Stockholders from whom indemnity is sought and the number of shares of SEACOR Common Stock that each such Stockholder would be required to transfer pursuant to the Indemnified Party Merger Agreement, Buyer shall provide written notice to satisfy its proportionate share of such Losses. If at any time after the tenth business day following the delivery of such notice, SEACOR advises Representative and the Escrow Agent of the unliquidated claim, including a brief description of the facts upon which such claim is based and a demand for a reserve amount to be created in writing that any such Stockholder has not delivered to the Indemnified Party an amount of cash sufficient to satisfy its share respect of such Lossesclaim. Any claim that is unliquidated shall not be paid, but the Escrow Agent shall promptly deliver set aside Buyer Common Stock valued at the Average Closing Price equal to SEACOR such number of claim within the Escrow Shares sufficient Fund to satisfy address such Stockholder's share of claim until such Losses together with claim is fully liquidated. If the stock powers executed by Representative shall object to any such Stockholder. (c) In the event that SEACOR shall claim a right to payment pursuant to Section 2(e)(iii) of the Indemnification Agreementclaim, SEACOR he shall send written notice of such claim his objection to the Escrow Agent and within thirty (30) days after Buyer's delivery of its notice as aforesaid. If no objection to such claim shall have been received by the Escrow Agent within thirty (30) days after delivery to it of Buyer's notice, the Representative. As promptly as possible after SEACOR has given such notice, SEACOR and on behalf of the Representative Shareholders, shall establish be deemed to have acknowledged the merits correctness of such claim for the full amount thereof and the Escrow Agent shall transfer to Buyer as provided in the following sentence on behalf of the claiming party out of the Indemnification Escrow an amount (pro rata from the account of each Shareholder) equal to the amount of Losses for such claim. Transfer to Buyer of the funds shall be made, in the case of a liquidated claim, promptly following such thirty-day period, or, in the case of an unliquidated claim, promptly following the date upon which SEACOR the claim is entitled fully liquidated. For the purpose of this paragraph (a), the term "delivery" shall mean, in the case of notices sent by mail, the time at which such notice is mailed, in the case of notices delivered personally, the time at which such notice is delivered and, in the case of notices sent by telecopy, the time at which such notice is sent. Adjustments pursuant to indemnification as a result thereof Section 3.5 of the Merger Agreement shall be determined, and paid in accordance with the terms of the Indemnification Agreement and, upon final determination of the merits of such claim and amount of such Losses and the number of shares to be transferred if the claim is not satisfied in cash as herein provided (which determination shall be by mutual agreement or arbitration), shall notify the Escrow Agent and the Stockholders from whom indemnity is sought (either by means of a certified copy of the arbitration decision or a written instrument executed by SEACOR and the Representative) of the terms of such determination (such notice is hereinafter referred to as a "Claims Notice"). After such Claims Notice has been delivered to the Escrow Agent, pursuant to the Indemnification Agreement, each such Stockholder shall, within ten business days after receipt of a Claims Notice, deliver to the Indemnified Party an amount of cash in immediately available funds sufficient to satisfy its pro rata share of any Losses to which the Indemnified Party is entitled in accordance with the Claims Notice. If after such tenth business day, SEACOR advises the Escrow Agent in writing that any such Stockholder has not satisfied its pro rata share of such Losses, the Escrow Agent shall promptly deliver to SEACOR such number of the Escrow Shares sufficient to satisfy such Stockholder's pro rata share of such Losses, together with the stock powers executed by such Stockholder. (d) For purposes of this Agreement, the Escrow Shares shall be valued in the manner procedures set forth in the final paragraph of Section 2 of the Indemnification Merger Agreement.