Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. If Kintera or the Purchaser becomes aware of any Losses for which Kintera or the Purchaser will seek indemnification, Kintera or the Purchaser shall deliver to the Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Purchaser (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims within thirty (30) calendar days of the delivery of the Officer's Certificate to the Securityholders' Agent, after delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation.

Claims for Indemnification. If Kintera or the Purchaser becomes aware With respect to any claim by an -------------------------- Esperion Indemnified Party pursuant to Section 2(a) above: (a) Subject to Section 6(b) below, upon receipt of any Losses for Claim Certificate, the Escrow Agent shall on that date which Kintera or the Purchaser will seek indemnification, Kintera or the Purchaser shall deliver is thirty (30) business days after delivery to the Talaria Stockholder Representative and the Escrow AgentAgent of such Claim Certificate, with a copy pay to Esperion to the Securityholders' Agentextent that the Escrow Fund is sufficient for such purpose, on or before the Termination Date, a certificate signed by any officer of Kintera or the Purchaser (an "Officer's Certificate") stating that with respect to the indemnification obligations amount set forth in Section 8.2such Claim Certificate. (b) Unless, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims within thirty (30) calendar business days of the after delivery of the Officer's Certificate to the Securityholders' AgentTalaria Stockholder Representative of any Claim Certificate, after delivery of a the Talaria Stockholder Representative gives written notice of cancellation (to Esperion, the "Cancellation Notice") to the Securityholders' Agent Kintera shall be entitled to receive from Surviving Corporation and the Escrow Agent shares of that it disputes the claim for indemnity asserted in such Claim Certificate (a "Claim Denial"), such Claim Certificate ------------ shall constitute full authority to the Escrow Securities Agent to take the action provided for in the preceding paragraph and shall be conclusive on a pro rata basis as among all holders of Sharesparties hereto, including the Talaria Stockholders, with all respect to such Shares claim for indemnity hereunder by any of the Esperion Indemnification Parties. (c) If the Talaria Stockholder Representative delivers a Claim Denial to be received from Esperion, the Surviving Corporation and the Escrow having an aggregate Stated Price equal to the Reimbursable LossesAgent, and in such event the Escrow Agent shall deliver not make any payment to Kintera Esperion or the foregoing number of Escrow Securities. Kintera shall notify each Surviving Corporation pursuant to this Section 6 until (i) it receives the written consent of the Indemnifying Parties Talaria Stockholder Representative, or (ii) there is a final determination of a court or competent jurisdiction with respect to the dispute at issue (a "Final ----- Determination") in favor of the number Esperion Indemnified Parties adjudging that the ------------- Talaria Stockholders are liable for an amount claimed thereunder; in which case the Escrow Agent shall pay the amount of Shares that are subject to cancellationthe Escrow Fund authorized pursuant thereto.

Claims for Indemnification. If Kintera or the Purchaser Merger Sub becomes aware of any Losses for which Kintera or any member of the Purchaser Group will seek indemnification, Kintera or the Purchaser Merger Sub shall deliver to the Escrow Agent, with a copy to the SecurityholdersStockholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Purchaser Merger Sub (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the SecurityholdersStockholders' Agent does not object to such claims within thirty (30) calendar days of the delivery of the Officer's Certificate to the SecurityholdersStockholders' Agent, after delivery of a written notice of cancellation (the "Cancellation Notice") to the SecurityholdersStockholders' Agent Agent, Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. If the Stockholders' Agent objects to such claims within such thirty (30) day period, Kintera shall not receive from the Escrow Agent shares of Escrow Securities and shall not notify the Escrow Agent to release to Kintera shares of Escrow Securities until such objection is resolved to the mutual satisfaction of Stockholders' Agent and Kintera or pursuant to a final, non-appealable court order. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation.

Claims for Indemnification. If Kintera or Upon receipt by the Purchaser becomes aware of any Losses for which Kintera or the Purchaser will seek indemnification, Kintera or the Purchaser shall deliver to Stockholder Representative and the Escrow Agent, with a copy to the Securityholders' Agent, Agent at any time on or before the Termination Date, last day of the Escrow Period (except as provided in Section 6 of this Escrow Agreement) of a certificate signed by any officer of Kintera or the Purchaser [-----] (an "“Officer's ’s Certificate"”): (i) stating that an Indemnified Party has paid indemnifiable Losses that, on a aggregate basis with respect to the indemnification obligations set forth in Section 8.2all prior Losses, Losses exist exceed $[Amount], and SAMPLE (ii) specifying in reasonable detail the claiming Indemnified Party, each individual items item of such Losses included in the amount so stated, the date each such item was paid, paid or properly accrued or aroseincurred, the nature of the misrepresentation, breach of warrantyrepresentation or warranty or other claim resulting in such indemnifiable Losses and the number of Indemnification Escrow Funds requested to be paid to [ ], covenant or claim the Escrow Agent shall, subject to which such item is related the provisions of Sections 4(c) and an estimate (d) below, transfer to [ ] out of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims Escrow Fund, within thirty (30) calendar 30 days of receipt by the delivery Escrow Agent of the Officer's ’s Certificate the number of Indemnification Escrow Funds set forth on such Officer’s Certificate, which shall have a value equal to the Securityholders' Agentfull amount of such indemnified Losses, after delivery which value shall be determined in accordance with subsection (iii) of a written notice this Section 4(b). Upon receipt of cancellation such Indemnification Escrow Funds, [-----] shall cancel such Indemnification Escrow Funds. (iii) For the "Cancellation Notice"purposes of determining the number of Indemnification Escrow Funds to be transferred to [-----] out of the Escrow Fund and cancelled by [-----] pursuant to subsection (ii) of this Section 4(b), the Indemnification Escrow Funds shall be valued according to the Securityholders' Base Price (as defined in the Merger Agreement). The Escrow Agent Kintera shall have no duty or obligation to make any determination regarding the value of Indemnification Escrow Funds or regarding the number of Indemnification Escrow Funds that are necessary to be delivered to [ ]. (iv) If any Indemnification Escrow Funds are retained by the Escrow Agent or transferred to [ ] pursuant to any provisions of this Section 4, such Indemnification Escrow Funds shall be entitled to receive taken from the Escrow Agent shares Fund in accordance with each Stockholder’s proportionate interest in the Indemnification Escrow Funds, as determined pursuant to Section 3(a )(ii) of this Escrow Securities Agreement. (v) Notwithstanding the foregoing, in the event that [-----] reasonably anticipates that an Indemnified Party will have to pay or incur indemnifiable Losses with respect to facts and circumstances existing on a pro rata basis or before the Escrow Termination Date (as among all holders defined in Section [Number] of Sharesthe Merger Agreement), with all such Shares [ ] shall deliver to be received from Escrow having an aggregate Stated Price equal to both the Reimbursable Losses, Stockholder Representative and in such event the Escrow Agent shall deliver an Officer’s Certificate with respect to Kintera such anticipated liability, in accordance with the foregoing provisions of this subsection (b). That number of Indemnification Escrow Securities. Kintera shall notify each Funds that, in the reasonable judgment of [ ], subject to the objection of the Indemnifying Parties Stockholder Representative and the subsequent arbitration of the number claim in accordance with Section 4(d) of Shares that are subject this Escrow Agreement, would be necessary to cancellationsatisfy a claim for indemnification with respect to such anticipated liability, if the Indemnified Party were to prevail in establishing its right to indemnification, shall remain in the Escrow Fund until such claim for indemnification shall have been resolved.

Claims for Indemnification. If Kintera or (a) In order to seek indemnification pursuant to this Article 6, Parent shall deliver a Claim Notice to the Purchaser becomes aware Stockholders' Representative. (b) Within twenty (20) business days after delivery of any Losses for which Kintera or a Claim Notice to the Purchaser will seek indemnificationStockholders' Representative, Kintera or the Purchaser Stockholders' Representative shall deliver to Parent a Response, in which the Escrow AgentStockholders' Representative shall: (i) agree that the Indemnified Party is entitled to a remedy with respect to all of the Claimed Amount, with (ii) agree that the Indemnified Party is entitled to a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Purchaser (an "Officer's Certificate") stating that remedy with respect to the indemnification obligations set forth in Section 8.2Agreed Amount, Losses exist and specifying in reasonable detail or (iii) dispute that the individual items Indemnified Party is entitled to any remedy with respect to the Claimed Amount. (c) During the 30-day period following the delivery of such Losses included in the amount so stateda Response that reflects a Dispute, the date each such item was paid, or properly accrued or arose, Stockholders' Representative and Parent shall use good faith efforts to resolve the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matterDispute. If the SecurityholdersDispute is not resolved within such 30-day period, the Stockholders' Agent does not object Representative and Parent shall submit the Dispute to binding arbitration and the provisions of Section 6.3(d) shall become effective with respect to such claims within thirty Dispute. (30d) calendar days of If Parent and the delivery of Stockholders' Representative submit any Dispute to binding arbitration, the Officer's Certificate to the Securityholders' Agent, after delivery of arbitration shall be conducted by a written notice of cancellation single arbitrator (the "Cancellation NoticeArbitrator") in accordance with the Comprehensive Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Comprehensive Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The Parties shall commence the arbitration by jointly filing a written submission with the Boston office of the Arbitrator in accordance with Rule 5 of the Comprehensive Rules (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than twenty (20) business days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the Securityholders' Agent Kintera Parties a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be entitled final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to receive from Section 9.11), provided that the Escrow Agent shares Arbitrator shall have no power or authority to (x) award damages in excess of Escrow Securities on the portion of the Claimed Amount that is subject to such Dispute, (y) award multiple, consequential, punitive or exemplary damages (except to the extent that such damages constitute an element of Loss paid, incurred, sustained or accrued in respect of a pro rata basis Third Party Action), or (z) grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Comprehensive Rules or otherwise, to (x) modify or disregard any provision of this Agreement, or (y) address or resolve any issue not submitted by the Parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of J.A.M.S. and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as among all holders of Shares, with all such Shares the Arbitrator may determine to be received from Escrow having an aggregate Stated Price equal directly related to the Reimbursable Lossesconduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by Parent and the Company Stockholders. (e) The Stockholders' Representative shall have full power and authority on behalf of each Company Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and in such event execute or waive any and all rights of, the Escrow Agent Company Stockholders under this Article 6. The Stockholders' Representative shall deliver have no liability to Kintera the foregoing number of Escrow Securities. Kintera shall notify each any Company Stockholder for any action taken or omitted on behalf of the Indemnifying Parties of the number of Shares that are subject Company Stockholders or Parent pursuant to cancellationthis Article 6.

Claims for Indemnification. If Kintera Notwithstanding the provisions of Section 7.2(b), if Acquiror or the Purchaser Merger Sub becomes aware of any Losses for which Kintera or any member of the Purchaser Group will seek indemnification, Kintera Acquiror or the Purchaser Merger Sub shall deliver to the Escrow Agent, with a copy to the SecurityholdersStockholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera Acquiror or the Purchaser Merger Sub (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.27.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the SecurityholdersStockholders' Agent does not object to such claims within thirty (30) calendar days of the delivery of the Officer's Certificate to the SecurityholdersStockholders' Agent, then after delivery of a written notice of cancellation (the "Cancellation Notice") from Acquiror to the SecurityholdersStockholders' Agent Kintera Agent, Acquiror shall be entitled to receive from the Escrow Agent shares Shares out of the Escrow Securities Fund on a pro rata basis as among all holders of SharesShares based on the percentages in Schedule 1.5, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera Acquiror the foregoing number of Shares from the Escrow SecuritiesFund. Kintera If the Stockholders' Agent objects to such claims within such thirty (30) day period, Acquiror shall not receive from the Escrow Agent Shares out of the Escrow Fund and shall not notify the Escrow Agent to release to Acquiror Shares out of the Escrow Fund until such objection is resolved to the mutual satisfaction of Stockholders' Agent and Acquiror or pursuant to a final, non-appealable court order. Acquiror shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation.

Claims for Indemnification. If Kintera or the Purchaser becomes aware of any Losses for which Kintera or the Purchaser will In order to seek indemnificationindemnification under Section 7.2, Kintera or the Purchaser Parent shall deliver an Officer’s Certificate to the Stockholder Representative and the Escrow Agent, with a copy Agent to the Securityholders' Agent, be received by them at any time on or before the Termination Survival Date; provided, however, Parent may seek indemnification (i) for a breach of a representation and warranty of the Company contained in Section 2.2 hereof, by delivering an Officer’s Certificate to the Stockholder Representative on or before the third anniversary of the Closing Date, and (ii) for a breach of a representation and warranty of the Company contained in Section 2.11 hereof, by delivering an Officer’s Certificate to the Stockholder Representative before the expiration of the applicable statute of limitations. Unless the Stockholder Representative shall have delivered an Objection Notice pursuant to Section 7.4(c) hereof, the Escrow Agent shall promptly, and in no event later than the thirty-fifth (35th) day after its receipt of the Officer’s Certificate, deliver to the Indemnified Party from the Escrow Fund an amount equal to the Loss set forth in such Officer’s Certificate. Any payment from the Escrow Fund to Indemnified Parties shall be made in whole shares of Parent Common Stock (valuing each share of Parent Common Stock equal to the Signing Price) and shall be deemed to have been made pro rata amongst the Stockholders based on the aggregate amounts deposited into the Escrow Fund on each such Stockholder’s behalf. For the purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Kintera or the Purchaser Parent: (an "Officer's Certificate"1) stating that with respect an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to the indemnification obligations set forth in Section 8.2pay, sustain, incur or accrue, Losses exist and for which the Indemnified Party is entitled to indemnification under Section 7.2, (2) specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued or aroseaccrued, and the nature of the misrepresentation, breach of warranty, warranty or covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims within thirty (30) calendar days of the delivery of the Officer's Certificate to the Securityholders' Agent, after delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Lossesrelated, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. Kintera shall notify each of the Indemnifying Parties of (3) specifying the number of Shares whole shares of Parent Common Stock represented by such Losses. In the event that are Parent, in accordance with Section 7.3(b), shall deliver an Officer’s Certificate for Losses in excess of the available Escrow Fund, any Earnout Consideration that may become payable pursuant to ARTICLE VIII hereof shall not be paid to the Exchange Agent to the extent that the Losses claimed in such Officer’s Certificate exceed the available Escrow Fund but would not result in the limit of liability set forth in Section 7.6 to be exceeded (the amount of such Losses in excess of the available Escrow Fund, subject to cancellationand not to exceed the limitations set forth in Section 7.6, being referred as the "Excess Losses”), until such claim contained in such Officer’s Certificate shall be resolved in accordance with this Section 7.4.

Claims for Indemnification. If Kintera or the Purchaser Merger Sub becomes aware of any Losses for which Kintera or the Purchaser Merger Sub will seek indemnification, Kintera or the Purchaser Merger Sub shall deliver to the Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Purchaser Merger Sub (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims within thirty twenty (3020) calendar days of the delivery of the Officer's Certificate to the Securityholders' Agent, after delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities Securities, and shall be entitled to cancel Substituted Options for Shares, each on a pro rata basis as among all holders of Shares*** Substituted Options, with all such Shares to be received from Escrow or subject to canceled Substituted Options having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. If the Securityholders' Agent has not objected to such claims, and the Reimbursable Losses exceed the aggregate Stated Price of the remaining Escrow Securities, then Kintera shall be entitled, upon delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent, to (i) (a) receive from the Escrow Agent all remaining shares of Escrow Securities and (b) cancel Substituted Options to purchase Shares in the same proportion for all holders of *** Substituted Options as the remaining Escrow Securities bears to all Shares, including Shares subject to Substituted Options (as adjusted for stock splits, dividends, recombinations and the like), then (ii) cancel remaining *** Substituted Options to purchase Shares on a pro rata basis among all holders of *** Substituted Options, with all such Shares to be received from Escrow, subject to canceled Substituted Options and canceled Shares pursuant to (i) and (ii) above having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the remaining Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation, *** and the number of Shares subject to canceled Substituted Options. At such time, the stockholders and holders of Substituted Options shall promptly surrender any stock certificate(s) evidencing Shares cancelled pursuant to this Section 8 and any agreements representing cancelled Substituted Options, provided that surrender of such certificate(s) or agreements representing Substituted Options shall not be a condition to the cancellation of such Shares or Substituted Options and such Shares and Substituted Options shall be deemed cancelled when the Cancellation Notice is given by Kintera pursuant to this Section 8.6.

Claims for Indemnification. If Kintera Notwithstanding the provisions of Section 7.2(b), if Acquiror or the Purchaser Merger Sub becomes aware of any Losses for which Kintera or any member of the Purchaser Group will seek indemnification, Kintera Acquiror or the Purchaser Merger Sub shall deliver to the Escrow Agent, with a copy to the Securityholders' Stockholders’ Agent, on or before the Termination Date, a certificate signed by any officer of Kintera Acquiror or the Purchaser Merger Sub (an "“Officer's ’s Certificate"”) stating that with respect to the indemnification obligations set forth in Section 8.27.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's ’s fees and expenses necessary to conclude the matter. If the Securityholders' Stockholders’ Agent does not object to such claims within thirty (30) calendar days of the delivery of the Officer's ’s Certificate to the Securityholders' Stockholders’ Agent, then after delivery of a written notice of cancellation (the "“Cancellation Notice"”) from Acquiror to the Securityholders' Agent Kintera Stockholders’ Agent, Acquiror shall be entitled to receive from the Escrow Agent shares Shares out of the Escrow Securities Fund on a pro rata basis as among all holders of SharesShares based on the percentages in Schedule 1.5, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera Acquiror the foregoing number of Shares from the Escrow SecuritiesFund. Kintera If the Stockholders’ Agent objects to such claims within such thirty (30) day period, Acquiror shall not receive from the Escrow Agent Shares out of the Escrow Fund and shall not notify the Escrow Agent to release to Acquiror Shares out of the Escrow Fund until such objection is resolved to the mutual satisfaction of Stockholders’ Agent and Acquiror or pursuant to a final, non-appealable court order. Acquiror shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation.

Claims for Indemnification. If Kintera or the Purchaser Merger Sub becomes aware of any Losses for which Kintera or the Purchaser Merger Sub will seek indemnification, Kintera or the Purchaser Merger Sub shall deliver to the Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Purchaser Merger Sub (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims within thirty twenty (3020) calendar days of the delivery of the Officer's Certificate to the Securityholders' Agent, after delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities Securities, and shall be entitled to cancel Substituted Options for Shares, each on a pro rata basis as among all holders of SharesShares and Substituted Options, with all such Shares to be received from Escrow or subject to canceled Substituted Options having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. If the Securityholders' Agent has not objected to such claims, and the Reimbursable Losses exceed the aggregate Stated Price of the remaining Escrow Securities, then Kintera shall be entitled, upon delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent, to (i) (a) receive from the Escrow Agent all remaining shares of Escrow Securities and (b) cancel Substituted Options to purchase Shares in the same proportion for all holders of Shares and Substituted Options as the remaining Escrow Securities bears to all Shares, including Shares subject to Substituted Options (as adjusted for stock splits, dividends, recombinations and the like), then (ii) cancel remaining Shares and Substituted Options to purchase Shares on a pro rata basis among all holders of Shares or Substituted Options, with all such Shares to be received from Escrow, subject to canceled Substituted Options and canceled Shares pursuant to (i) and (ii) above having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the remaining Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellation, the number of Shares subject to return to Kintera and the number of Shares subject to canceled Substituted Options. At such time, the stockholders and holders of Substituted Options shall promptly surrender any stock certificate(s) evidencing Shares cancelled pursuant to this Section 8 and any agreements representing cancelled Substituted Options, provided that surrender of such certificate(s) or agreements representing Substituted Options shall not be a condition to the cancellation of such Shares or Substituted Options and such Shares and Substituted Options shall be deemed cancelled when the Cancellation Notice is given by Kintera pursuant to this Section 8.6.

Claims for Indemnification. If Kintera or the Purchaser becomes aware (a) Upon receipt by a Principal Stockholder of any Losses for which Kintera or the Purchaser will seek indemnification, Kintera or the Purchaser shall deliver to the Escrow Agent, with a copy to the Securityholders' Agent, on or before the Termination Date, a certificate signed by any officer of Kintera or the Purchaser Parent (an "“Officer's ’s Certificate"”): (i) stating that with respect Parent Indemnified Parties have paid or properly accrued or reasonably anticipate that they will have to the indemnification obligations set forth in Section 8.2pay or accrue Losses, Losses exist and (ii) specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, paid or properly accrued or arosethe basis for such anticipated liability, and the nature of the misrepresentation, misrepresentation or breach of warranty, covenant warranty (which shall be based upon a representation or claim warranty of the Company that shall not have terminated as of the date such Officer’s Certificate is delivered to such Principal Stockholder) to which such item is related related, such Principal Stockholder shall, subject to the provisions of Sections 6.3(b) and 6.4 hereof, deliver to Parent, as promptly as practicable, cash or Parent Capital Stock in an estimate of attorney's fees amount equal to such Losses, and expenses necessary Parent shall deliver such cash or Parent Capital Stock to conclude such Parent Indemnified Parties as appropriate. Parent shall deliver an Officer’s Certificate concurrently to each Principal Stockholder from whom Parent intends to seek indemnification for the matterLosses specified in such Officers Certificates. If the Securityholders' Agent does Parent shall not object have delivered an Officer’s Certificate regarding such Losses to such claims a Principal Stockholder within thirty (30) calendar days of the delivery of the first Officer's ’s Certificate to the Securityholders' Agentfor such Losses, after delivery of a written notice of cancellation (the "Cancellation Notice") to the Securityholders' Agent Kintera Parent shall not be entitled to receive seek indemnification hereunder for such Losses from such Principal Stockholder. (b) A Principal Stockholder, at its option, may elect to satisfy Losses claimed under Section 6.3 by delivering cash, Parent Capital Stock or any combination thereof to Parent. For the Escrow Agent shares purpose of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. Kintera shall notify each of the Indemnifying Parties of determining the number of Shares that shares of Parent Capital Stock to be delivered to Parent pursuant to this Section 6.3, each share of Parent Capital Stock shall be valued at either (i) if publicly traded and listed or admitted for trading on any exchange or market (including, without limitation, Nasdaq or the NYSE) or traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever are subject applicable) over the ten (10)-day period ending three (3) trading days prior to cancellationthe date of such delivery or (ii) otherwise, the Implied Share Price.

Claims for Indemnification. If Kintera or Upon receipt by the Purchaser becomes aware of any Losses for which Kintera or the Purchaser will seek indemnification, Kintera or the Purchaser shall deliver to Stockholder Representative and the Escrow Agent, with a copy to the Securityholders' Agent, Agent at any time on or before the Termination Date, last day of the Escrow Period (except as provided in Section 6 of this Escrow Agreement) of a certificate signed by any officer of Kintera or the Purchaser BSQUARE (an "Officer's Certificate") ): stating that BSQUARE has incurred Damages that, on a aggregate basis with respect to the indemnification obligations set forth in Section 8.2all prior Damages, Losses exist and exceed $50,000, specifying in reasonable detail the individual items of all such Losses Damages included in the amount so stated, the date each such item was paid, paid or properly accrued or arose, the nature and a reasonably detailed statement of the misrepresentation, breach of warranty, covenant or claim to which such item is related related, and specifying the exact amount of Escrow Cash and the specific number of Escrow Shares to be delivered to BSQUARE (including each Stockholder's proportionate interest of such Escrow Cash and such Escrow Shares), the Escrow Agent shall, subject to the provisions of this Escrow Agreement, deliver to BSQUARE out of the Escrow Fund, as promptly as practicable, Escrow Cash and Escrow Shares in an estimate amount as set forth in said Officer's Certificate, which value shall be determined by BSQUARE in accordance with subsection (iii) of attorney's fees this Section 4(b). When making any necessary calculations, BSQUARE shall ensure that the Escrow Cash and expenses Escrow Shares delivered pursuant to the preceding sentence shall be delivered such that the relative proportion of Escrow Cash and Escrow Shares shall remain the same before and after such distribution. For the purposes of determining the number of Escrow Shares to be transferred to BSQUARE out of the Escrow Fund pursuant to subsection (ii) of this Section 4(b), the value of the Escrow Shares shall be $3.05 per share. The Escrow Agent shall have no duty or obligation to make, calculate or verify any determination regarding the value of Escrow Shares or regarding the number of Escrow Shares that are necessary to conclude be delivered to BSQUARE, nor shall it have any duty or obligation to verify, examine, or make any determination in connection with any of the matterinformation set forth in the applicable Officer's Certificate; its sole duty in connection therewith being to deliver the precise number of Escrow Shares and Escrow Cash as are set forth in an Officer's Certificate delivered to it. If any Escrow Cash or Escrow Shares are retained by the Securityholders' Escrow Agent does not object or transferred to BSQUARE pursuant to any provisions of this Section 4, such claims within thirty (30Escrow Cash and Escrow Shares shall be taken from the Escrow Fund in accordance with each Stockholder's proportionate interest therein, all as determined pursuant to Section 3(a) calendar days of the delivery of this Escrow Agreement and all as shall be set forth in the Officer's Certificate delivered to the Securityholders' Escrow Agent. Notwithstanding the foregoing, after delivery in the event that BSQUARE reasonably anticipates in good faith that it will have to pay or incur Damages with respect to facts and circumstances existing on or before the expiration of a written notice the Escrow Period, BSQUARE shall, on or before the last day of cancellation (the "Cancellation Notice") Escrow Period, deliver to both the SecurityholdersStockholders' Agent Kintera shall be entitled to receive from and the Escrow Agent shares an Officer's Certificate with respect to such anticipated liability, in accordance with the provisions of this subsection (b). That amount of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing Cash and/or number of Escrow Securities. Kintera shall notify each Shares that, in the reasonable judgment of BSQUARE and as is expressly set forth in the applicable Officer's Certificate, subject to the objection of the Indemnifying Parties Stockholders' Agent and the subsequent resolution of the number of Shares that are subject claim in accordance with this Escrow Agreement, would be necessary to cancellationsatisfy a claim for indemnification with respect to such anticipated liability, if BSQUARE were to prevail in establishing its right to indemnification, shall remain in the Escrow Fund until such claim for indemnification shall have been resolved.

Claims for Indemnification. If Kintera or the Purchaser becomes aware of any Losses for which Kintera or the Purchaser will seek indemnification, Kintera or the Purchaser shall deliver to (i) Upon receipt by the Escrow Agent, with a copy to the Securityholders' Agent, Agent at any time on or before the Termination Date, a certificate signed by any officer last day of Kintera or the Purchaser (Escrow Period of an "Officer's Certificate") stating that with respect , the Escrow Agent shall, subject to the indemnification obligations set forth provisions of Section 7.3(g) hereof, deliver to Parent, as -------------- promptly as practicable, Parent Common Stock in Section 8.2, the Escrow Fund and cash from the Holdback equal (in aggregate) to such Losses exist and specifying in reasonable detail (with the individual items Merger Cash Ratio Percentage being the percentage of such Losses included amount paid pursuant to this subsection (f)(ii) to be paid in cash and the remaining percent (equal to the Merger Share Ratio Percentage) of such amount being paid in Merger Shares (valued at the Assumed Share Value calculated as of the date such claim was made); provided, that if the Holdback has been retained by the Parent, the Escrow Agent shall deliver Parent the Parent Common Stock and Parent shall be entitled to retain such amount of the Holdback as would have otherwise been paid pursuant this subsection (f)(ii), and Parent shall no longer be liable for interest upon such released Holdback amount; and provided, further that in the event the Shareholders then hold insufficient Merger Shares to make such payment, any unpaid amount so stated, shall be paid in cash (ii) If Losses incurred or sustained by the Indemnified Parties exceed the Holdback and the value (as calculated based on the Assumed Share Value as of the date each such item was paid, or properly accrued or arose, the nature claim is made) of the misrepresentationParent Common Stock in the Escrow Fund, breach then an Indemnified Party may make a claim directly against the Stockholders. In the event an Indemnified Party pursues indemnity directly against the Stockholders, subject to the provisions of warrantySection 7.3(g) and -------------- Section 7.5 hereof, covenant or claim to which such item is related ----------- each Stockholder shall promptly, and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims within in no event later than thirty (30) calendar days of the after delivery of the an Officer's Certificate to the Securityholders' AgentStockholder Representative, after delivery of a written notice of cancellation (the "Cancellation Notice") wire transfer to the Securityholders' Agent Kintera Indemnified Party such Stockholder's Stockholder Pro Rata Portion of such Loss. For the purposes hereof, "Stockholder Pro Rata Portion" ---------------------------- shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Sharesmean, with all such Shares respect to be received from Escrow having each Stockholder, an aggregate Stated Price amount equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. Kintera shall notify each of the Indemnifying Parties of quotient obtained by dividing (x) the number of Shares shares of Company Common Stock owned by such Stockholder immediately prior to the Effective time by (y) the number of shares of Company Common Stock owned by all Stockholders together (the total of all such shares together, the "Stockholder Portion"). In no event shall any ------------------- stockholder be obligated to Parent beyond their Stockholder Pro Rata Portion of any Loss. (iii) If the Stockholder Representative (as defined in Section ------- 7.4 hereof) does not object in writing within the 30-day period after delivery --- by the Parent of the Officer's Certificate, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative and the Stockholders that are subject the Indemnified Party is entitled to cancellationthe full amount of the claim for Losses set forth in such Officer's Certificate.

Claims for Indemnification. If Kintera (1) During the period of time commencing on the Closing Date and terminating on the first anniversary thereof (the "Escrow Period"), Vertel or any of its Indemnified Persons (each, an "Indemnified Party") may make claims ----------------- from the Purchaser becomes aware Escrow Fund for any Losses in accordance with Article XIII of the Purchase Agreement; provided, however, that any claims made by any of Vertel's -------- ------- Indemnified Persons shall be made by Vertel on behalf of such Indemnified Person (at the expense of such Indemnified Person who shall advance such expenses if requested by Vertel) and any proceeds of any Losses for which Kintera or such claim received by Vertel hereunder shall be forwarded promptly by Vertel to such Indemnified Person. (2) In the Purchaser will seek indemnificationevent an Indemnified Party has an undisputed claim against the Holders, Kintera or Vertel shall provide the Purchaser Depository Agent and Trigon (all references to Trigon in this Section 2(e) shall become references to the Indemnification Committee after the Distribution) with written notice of such claim (the "Notice"). The Notice shall set forth the information required by ------ Section 13.4 of the Purchase Agreement, including, without limitation, a calculation (in accordance with Section 13.3 of the Purchase Agreement) of the number of Escrow Shares to be released to Vertel in satisfaction of the claim described in such Notice and an allocation of those Escrow Shares among the Accounts. Trigon shall have 45 days from the date of such Notice to provide the Depository Agent with written notice of its denial of such claim (the "Dispute ------- Notice"). If no Dispute Notice is received within such 45-day period, the ------ Depository Agent shall notify Vertel and Vertel shall deliver to the Depository Agent for deposit into the Escrow AgentFund, replacement certificate(s) representing the appropriate number of Escrow Shares to be retained in the Escrow Fund after payment of the noticed claim ("Replacement Certificates"). Upon receipt of the Replacement ------------------------ Certificates, the Depositary Agent shall release all of the Escrow Shares then in its possession to Vertel, together with one Stock Assignment from each Holder. (3) In the event the parties have come to an agreement regarding an initially disputed claim, Vertel and Trigon shall sign and furnish the Depository Agent with a claim memorandum (a "Claim Memorandum") setting forth ---------------- the number of Escrow Shares to be released to Vertel in satisfaction of the claim and an allocation of those Escrow Shares among the Accounts. As soon as practicable after delivery of the Claim Memorandum, Vertel shall deliver to the Depository Agent for deposit into the Escrow Fund, Replacement Certificates. Upon receipt of the Replacement Certificates, the Depositary Agent shall release the Escrow Shares then in its possession to Vertel, together with one Stock Assignment from each Holder. (4) If no such agreement can be reached after good faith negotiation, either Vertel or Trigon may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, Vertel (on the one hand) and Trigon (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. If the arbitrators ruling is that the disputed claim is valid, Vertel and Trigon shall sign and furnish the Depository Agent with a Claim Memorandum with a copy of the arbitrators ruling attached setting forth the number of Escrow Shares to be released to Vertel in satisfaction of the claim and an allocation of those Escrow Shares among the Accounts. As soon as practicable after delivery of the Claim Memorandum, Vertel shall deliver to the Securityholders' Depository Agent for deposit into the Escrow Fund, Replacement Certificates. Upon receipt of the Replacement Certificates, the Depositary Agent shall release the Escrow Shares then in its possession to Vertel, together with one Stock Assignment from each Holder. (5) Whenever Replacement Certificates are required by the terms of this Section 2(e) to be delivered by Vertel to the Depository Agent, on or before such Replacement Certificates shall be issued in the Termination Datename of each Holder, in a certificate signed denomination in proportion to such Holder's Percentage Interest, rounded to whole numbers in accordance with written instructions from Trigon such that the total number of shares represented by any officer the Replacement Certificates equals the number of Kintera or Escrow Shares remaining in the Purchaser (Escrow Fund after satisfaction of a claim by an "Officer's Certificate") stating that Indemnified Party under this Section 2(e). If Trigon fails to provide written instructions with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matter. If the Securityholders' Agent does not object to such claims foregoing rounding calculations within thirty (30) calendar 14 days of the delivery of the Officer's Certificate to the Securityholders' Agent, after delivery to it of a written notice request from Vertel therefor, then Vertel may calculate the denominations of cancellation the Replacement Certificates (the "Cancellation Notice") rounding down to the Securityholders' Agent Kintera shall be entitled to receive from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of Shares, with all such Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable Losses, and in such event the Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellationnearest whole number).

Claims for Indemnification. (a) If Kintera or the Purchaser becomes aware of any Losses an Indemnitee desires to make a claim for which Kintera or the Purchaser indemnification under this Article VIII, such Indemnitee will seek indemnification, Kintera or the Purchaser shall deliver to Stockholders’ Representative prior to the Escrow AgentEnd Date, or with respect to claims arising out of the Extended Representations prior to the end of the survival period for such Extended Representation, one or more written notices of Losses (each a “Claim”), with a copy to the Securityholders' Agent, on or before Escrow Agent (during the Termination Date, a certificate signed by any officer term of Kintera or the Purchaser (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying Escrow Agreement). Any Claim will state in reasonable detail the individual items of such Losses included in basis for the amount so stated, Damages to the date each such item was paid, or properly accrued or arose, extent then known by Indemnitee and the nature of the misrepresentationDamage for which indemnification is sought, breach and may state the amount of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matterDamage claimed. If such Claim (or an amended Claim) states the Securityholders' Agent amount of the Damage claimed and Stockholders’ Representative notifies Indemnitee that Stockholders’ Representative does not object dispute the claim described in such notice or fails to such claims notify Indemnitee within thirty (30) calendar 30 days of the delivery of the Officer's Certificate to the Securityholders' Agent, after delivery of a written such notice by Indemnitee whether Indemnifying Parties disputes the claim described in such notice, the Damage in the amount specified in Indemnitee’s notice will be admitted or deemed admitted by Indemnifying Parties, and Indemnifying Parties will pay the amount of cancellation (the "Cancellation Notice") such Damage to the Securityholders' Agent Kintera shall be entitled to receive Indemnitee, first from the Escrow Agent shares of Escrow Securities on a pro rata basis as among all holders of SharesAccount if amounts are remaining in such account and second, with all such Shares to be by refunding amounts previously received from the Escrow having an aggregate Stated Price equal Account but solely to the Reimbursable Lossesextent provided in Section 8.2(b)(x). If Stockholders’ Representative has timely disputed the liability of Indemnifying Parties with respect to a Claim (or an amended Claim), Stockholders’ Representative and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of notice to Stockholders’ Representative, Indemnitee may seek judicial recourse. If a Claim does not state the amount of the Damage claimed, such omission will not preclude Indemnitee from recovering from Indemnifying Parties the amount of the Damage described in such event Claim if any such amount is subsequently provided in an amended Claim. In order to assert its right to indemnification under this Article VIII, Indemnitee will not be required to provide any notice except as provided in this Section 8.3, but such notice must be provided in a timely fashion as specified in this Article VIII. (b) Any Damage to which an Indemnitee is entitled shall be payable from the Escrow Agent Account immediately following the determination of Indemnifying Parties’ liability for and the amount of a Damage (whether such determination is made pursuant to the procedures set forth in this Article VIII, by agreement between Indemnitee and Stockholders’ Representative, by arbitration award or by final adjudication). Any Damages to which an Indemnitee is entitled under 8.2(b) after the Escrow End Date, shall deliver be payable by the Company Stockholders within ten days following the determination of Company Stockholders’ liability for and the amount of a Damage (whether such determination is made pursuant to Kintera the foregoing number of Escrow Securities. Kintera shall notify each of the Indemnifying Parties of the number of Shares that are subject to cancellationprocedures set forth in this Article VIII, by agreement between Indemnitee and Stockholders’ Representative, by arbitration award or by final adjudication).

Claims for Indemnification. If Kintera or (a) Pursuant to Section 10.5 of the Purchaser becomes aware Amended Agreement , HPII is required to give written notice (the "Claims Notice") to the Majority Shareholder of any Losses claim for which Kintera or indemnification pursuant to Section 10.2 of the Purchaser will seek indemnificationAmended Agreement. Simultaneous with the giving of the Claims Notice to the Majority Shareholder, Kintera or HPII shall provide a copy of the Purchaser shall deliver Claims Notice to the Escrow Agent, with . The Claims Notice shall clearly state the amount of the requested indemnification ("Claim Amount") and shall include a copy calculation of the value of the Escrowed Shares based on the date preceding the date of the Claims Notice. The value of the Escrowed Shares shall be equal to the Securityholders' Agentaverage of the closing price for such shares on the NASDAQ National Market System, on or before as published in The Wall Street Journal (Midwest Edition) for the Termination Date, a certificate signed by any officer of Kintera or the Purchaser (an "Officer's Certificate") stating that with respect to the indemnification obligations set forth in Section 8.2, Losses exist and specifying in reasonable detail the individual items of such Losses included in the amount so stated, trading day immediately preceding the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related and an estimate of attorney's fees and expenses necessary to conclude the matterClaims Notice ("Average Price"). If the Securityholders' Agent does not object to such claims within thirty (30) calendar days of from the delivery of date on which the Officer's Certificate to Escrow Agent receives the Securityholders' Agent, after delivery of a written notice of cancellation Claims Notice (the "Cancellation NoticeObjection Period") to the Securityholders' Agent Kintera shall be entitled to it does not receive from the Authorized Representative of the Majority Shareholder a written objection, then Escrow Agent shares shall, promptly following the expiration of Escrow Securities the Objection Period, transfer to HPII (utilizing HPII's transfer agent and the transfer procedure set forth on a pro rata basis as among all holders the attached "EXHIBIT A") that number of Shares, with all such Escrowed Shares to be received from Escrow having an aggregate Stated Price equal to the Reimbursable LossesClaim Amount, and in such event determined by dividing the Claim Amount by the Average Price. (b) If within the Objection Period Escrow Agent receives from the Authorized Representative of the Majority Shareholder a written objection to the proposed indemnified claim, then Escrow Agent shall deliver to Kintera the foregoing number of Escrow Securities. Kintera shall notify each make no disbursement of the Indemnifying Parties Claim Amount from Escrowed Shares until such time as it receives: (i) a joint written direction from the Authorized Representatives to pay the Claim Amount or such other amount as they shall jointly designate in the direction; (ii) a written decision from an arbitrator with proper jurisdiction requiring the payment of the number of Shares that are subject Claim Amount or some other amount relating to cancellationthe claim; or (iii) any final order, judgment, or decree entered by a court directing Escrow Agent to pay the Claim Amount or some other specified amount.