Common use of Claims Upon Escrow Fund Clause in Contracts

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer (an "Officer's Certificate"): (A) stating that Buyer has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall deliver to Buyer out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6, shares of Buyer Common Stock held in the Escrow Fund with a value equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock to be delivered to Buyer out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split).

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer or Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer or Buyer Parent or another Buyer Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any Indefinable Matter, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant Indefinable Matter to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 8.2(f), deliver to Buyer out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares an amount of Buyer Common Stock Parent common stock held in the Escrow Fund with a value equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by the Buyer is that Buyer reasonably anticipates that it will pay or accrue Losses, no payment will be made from the Escrow Fund for such Losses unless and until the claim is settled such Losses are actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Common Stock Parent common stock to be delivered to Buyer out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) 8.2 hereof, the shares of Buyer Common Stock Parent common stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Average Stock Price (as adjusted for any five stock split, reverse stock split, stock dividend (5) consecutive trading days during including any dividend or general distribution of securities convertible into or exchangeable for Buyer Parent common stock), reorganization, recapitalization or other like change with respect to Buyer Parent common stock occurring after the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Splitdate hereof).

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Expiration Date of a certificate signed by any officer of Buyer Parent (an a "Parent Officer's Certificate"): (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Parent Losses, and (B) specifying in reasonable detail the individual items of Parent Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Sections 7.2(g) and 7.2(h) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount determined pursuant to Section 7.2(g)(iii) equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Parent is that Parent reasonably anticipates that it will pay or accrue a Parent Loss, no payment will be made from the Escrow Fund for such Parent Loss unless and until such Parent Loss is actually paid or accrued. Notwithstanding the claim is settled or adjudicatedforegoing, (i) no payment shall be made from the Escrow Fund prior to the Expiration Date and (ii) the amount of Parent Losses to be paid from the Escrow Fund shall be offset against any Company Losses accrued pursuant to Section 7.2(g)(ii) below. (bii) Upon receipt by the Escrow Agent at any time on or before the Expiration Date of a certificate signed by the Stockholder Agent (a "Company Officer's Certificate"): (A) stating that one or more of the Company Indemnified Parties have paid or properly accrued or reasonably anticipates that they will have to pay or accrue Company Losses, and (B) specifying in reasonable detail the individual items of Company Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(h) hereof, accrue such amount in dollars equal to such Company Losses. Where the basis for a claim upon the Escrow Fund by the Stockholder Agent is that one or more of the Company Indemnified Parties reasonably anticipates that they will pay or accrue a Company Loss, no accrual will be made by the Escrow Agent for such Company Loss unless and until such Company Loss is actually paid or accrued by the Company Indemnified Parties. Any claim for Company Losses shall be offset against any claim for Parent Losses pursuant to Section 7.2(g)(i) above; if the aggregate amount of Company Losses shall be equal to or exceed the aggregate amount of Parent Losses, then Parent shall have no further indemnification obligation with respect to Company Losses. (iii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(g)(i), the shares of Buyer Parent Common Stock shall be valued at $33 per sharethe Average Stock Price. Parent and the Stockholder Agent shall certify such Average Stock Price in a certificate signed by both Parent and the Stockholder Agent, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer and shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case deliver such certificate to the adjustment Escrow Agent or the Exchange Agent (as a result of appropriate) at the Buyer Stock Split)Closing.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "“Officer's ’s Certificate"”): (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Lossesany indemnifiable Losses suffered, accrued or incurred by it prior to the Expiration Date, and (B) 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 the basis for such anticipated liabilityLoss, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Sections 7.2(a), 7.2(b) and 7.2(g) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Common Stock held in the Escrow Fund with a value an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares . Any indemnifiable Losses shall be delivered out of paid from the Escrow Fund until in cash, Parent Common Stock and Parent Common Stock issued upon exercise of assumed Company Options in the claim is settled or adjudicated. (b) same relative proportions as cash, Parent Common Stock and Parent Common Stock issued upon exercise of assumed Company Options are to the total consideration paid to the Company Stockholders and holders of assumed Company Options. For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) Article VII hereof, the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Five Day Price.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed in good faith by any officer of Buyer Parent (an "“Officer's ’s Certificate"”): (Aa) stating that Buyer an Indemnified Party has paid paid, incurred or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, incur or accrue Losses, and (Bb) specifying in reasonable detail the individual items of Losses included in the amount so statedstated (to the extent known by such person), the date each such item was paid paid, incurred or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable practicable, but subject to Section 7.2.63.3, shares an amount of Buyer Common Stock funds held in the Escrow Fund in the manner set forth in the immediately following sentence, with a an aggregate value equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares funds shall be delivered out of the Escrow Fund for payment of such claim until the claim is settled or adjudicated. (b) For . The Escrow Agent shall allocate any amount of Loss it is required to reimburse to Parent in accordance with this Agreement among the purposes Stockholders based on the amount contributed to the Escrow Fund at the Closing Date by each such Stockholder; thereafter, the Escrow Agent shall pay to Parent the amount of determining the number of shares of Buyer Common Stock to be Loss. Any funds delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant shall reduce each such Stockholder’s interest in the Escrow Fund in proportion to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case such Stockholder’s respective original contributions to the adjustment as a result of the Buyer Stock Split)Escrow Fund.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer the Chief Executive Officer, Chief Financial Officer or General Counsel of Buyer Parent (an "Officer's --------- Certificate"): (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, ----------- reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 7.2(e) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; Losses provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares of Parent Common Stock shall be delivered out to Parent, as a result of a claim based upon an accrual or upon a substantial likelihood of having to incur, pay or accrue Losses until such time as the Parent has actually incurred or paid Losses. All shares of Parent Common Stock subject to such claims shall remain in the Escrow Fund until Losses are actually incurred or paid or the claim is settled Parent determines in its reasonably good faith judgment that no Losses will be required to be incurred or adjudicatedpaid (in which event such shares shall be distributed to the former Company Stockholders in accordance with Section 7.2(b)). (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a7.2(d)(i) hereof, the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer closing prices of Parent's Common Stock on the principal securities exchange on which Parent's Common Stock is then traded, or if not so traded, the National Market System of the National Association of Securities Dealers Automated Quotation system, in either case as reported in The Wall -------- Street Journal for any the five (5) consecutive trading days during ending on the thirty date that -------------- is two (302) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case prior to the adjustment as Closing Date. Parent and the Securityholder Agent shall certify such fair market value in a result of certificate signed by both Parent and the Buyer Stock Split)Securityholder Agent, and shall deliver such certificate to the Escrow Agent.

Claims Upon Escrow Fund. (aSubject to Section 7.2(f) Upon hereof, upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): (Ai) stating that Buyer an Indemnified Party has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (Bii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such reasonably anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or otherwise to which such item is related, the Escrow Agent shall deliver shall, subject to Buyer the provisions of Section 7.2(f) hereof, transfer to Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Common Stock funds held in the Escrow Fund with a value in an amount equal to such Losses; provided. With respect to each Company Stockholder, however, that such payments from the Escrow Fund will be made by multiplying the amount of the aggregate payment from the Escrow Fund by such Company Stockholder's Pro Rata Portion and shall be allocated between the cash and stock contributed to the Escrow Fund attributable to such Company Stockholder in the event of a third party claim that is the subject ratio of the demand on cash and stock originally deposited in the Escrow Account. If as a result of the operation of this provision the cash and shares deposited by a Company Stockholder is exhausted before that of any other Company Stockholder, the Pro Rata Portion shall be recalculated at the point of such exhaustion among those Company Stockholders having positive balances of cash and shares in the Escrow Fund (using the Pro Rata Portion but including in the denominator only the Merger Shares and Merger Cash originally issued as of the Effective Time to those Company Stockholders then having positive balances of shares and cash in the Escrow Fund), no shares shall be delivered out of until the Escrow Cash and Escrow Shares deposited into the Escrow Fund until by the claim next group of Company Stockholders is settled exhausted. Prior to any distribution of cash or adjudicated. (b) stock from the Escrow Fund to Parent, the Company Stockholders or the Stockholder Representative, Parent and the Stockholder Representative shall deliver a certificate to the Escrow Agent showing the remaining balance of the amount of shares and cash deposited into the Escrow Fund by each Company Stockholder after giving effect to such distribution. Notwithstanding anything to the contrary, in no event shall Parent be entitled to receive distributions of cash and stock from the Escrow Fund having a value, on an aggregate cumulative basis, of more than $10,333,333. For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to this Section 7.2.5(a) hereof7.2(e), the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Parent Common Stock as reported on the Nasdaq National Market for any five the ten (510) consecutive trading days during the thirty (30) day period immediately preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price receipt of the Buyer Common Stock for any five (5) consecutive days during Officer's Certificate by the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Escrow Agent.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's Certificate"): ): (Ai) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue LossesLosses in an aggregate stated amount to which Parent is entitled to indemnity pursuant to this Agreement, and and (Bii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant claim to which such item is related, the Escrow Agent shall shall, subject to the provisions of Sections 7.9 and 7.10 hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such LossesLosses as indemnity; provided, however, that in the event of a third party claim that is the subject of the demand on with respect to Losses Parent reasonably anticipates it will have to pay, Escrow Shares shall not be delivered to Parent by the Escrow Fund, no shares shall be delivered out of the Escrow Fund Agent until the claim is settled or adjudicatedsuch time as Parent actually must pay such Losses. (b) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund Fund, as indemnity pursuant to Section 7.2.5(a) hereof7.8(a), the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the fair market value as of the Effective Time. "Fair market value" shall be the average closing price of the Buyer closing prices of Parent's Common Stock on the principal securities exchange on which Parent's Common Stock is then traded, or if not so traded, the National Market System of the National Association of Securities Dealers Automated Quotation system, in either case as reported in The Wall Street Journal for any five (5) consecutive the twenty trading days during ending the thirty (30) day period preceding before the assertion of Effective Time. Parent and the Company shall certify such fair market value in a particular indemnity claim exceeds $50 per sharecertificate signed by both Parent and the Company at the Closing, in which case the shares of Buyer and shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case deliver such certificate to the adjustment as a result of the Buyer Stock Split)Escrow Agent.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day date thirty (30) days after the end of the Escrow Period of a certificate signed by any officer of Buyer (an "Officer's Certificate"): Feiya: (A) stating that Buyer Feiya has paid paid, sustained or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, sustain or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid paid, sustained or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other indemnity to which such item is related, (C) the number of shares of Feiya Common Stock to be delivered to Feiya out of the Escrow Fund and the basis of the calculation, and (D) the person to which such shares of Feiya Common Stock shall be delivered (the “Feiya Designee”), the Escrow Agent shall shall, subject to the provisions of Section 10.2(g) hereof, deliver to Buyer the Feiya Designee out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Feiya Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicatedLosses (an “Officer’s Certificate”). (bii) For the purposes of determining the number of shares of Buyer Feiya Common Stock to be delivered to Buyer the Feiya Designee out of the Escrow Fund as indemnity pursuant to Section 7.2.5(athis ARTICLE X , (1) hereofin the event the shares of Feiya Common Stock are not publicly traded securities on a securities exchange or official over-the-counter market, the shares of Buyer Feiya Common Stock shall be valued at $33 per shareNT$27.38, unless or (2) in the event the shares of Feiya Common Stock are publicly traded securities on a securities exchange or official over-the-counter market, the shares of Feiya Common Stock shall be valued as the average of the closing price of the Buyer Feiya Common Stock on the principal market for any five such Feiya Common Stock over the period of ten (510) consecutive trading days during ending the thirty (30) day period preceding the assertion before delivery of a particular indemnity claim exceeds $50 per share, in which case the such shares of Buyer shall be valued at $50 per share or, if the average closing price out of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Escrow Fund.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Expiration Date of a certificate signed by any officer of Buyer Parent (an "“Officer's ’s Certificate"”): (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 8.2(e) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock (and in the case of the Company’s founders, vested shares of Parent Common Stock) held in the Escrow Fund with a value in an amount equal to such Losses; . Provided, however, that the Escrow Agent shall not pay any Losses until all Losses subject to all Officer’s Certificates shall exceed $50,000 in the aggregate (provided, however, that such threshold shall not apply to Losses incurred as a result of intentional fraud, bad faith or willful misconduct, or any inaccuracy in the event or breach of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicatedSection 2.10 (Tax and Other Returns and Reports)). (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a8.2(d)(i) hereof, the shares of Buyer Parent Common Stock shall be valued at $33 per sharethe Average Closing Price. Parent and the Securityholder Agent shall certify such determined value in a certificate signed by both Parent and the Securityholder Agent, unless and shall deliver such certificate to the average closing price Escrow Agent. (iii) The Company acknowledges that the Parent is required to file the Company Financial Statements, unaudited interim financial statements of the Buyer Common Stock Company and pro forma financial statements of the Company and Parent with the SEC by the requirements of the Exchange Act and that such filing will not occur until after the Effective Time. If the staff of the SEC undertakes a review of the Parent’s filing, including any Company Financials or any pro forma financial statements based upon the Company Financials and requires any restatement of total revenue or deferred revenue set forth in the Company Financials or any pro forma financial statements based upon the Company Financials (for the fiscal year ended May 31, 2002) or any subsequent unaudited interim financial statements of the Company, the Company and Parent agree such restatement would be a breach of the Company’s representations set forth in Section 2.7 and that Parent will have suffered Loss(es). The parties also agree that the Loss(es) suffered by the Parent, its officers, directors, or affiliates (including the Surviving Corporation) shall include any “SEC Adjustments.” For purposes of this Agreement, “SEC Adjustments” shall equal (i) 1.9895 multiplied by (ii) a factor equal to (A) a percent to annualize the period to which the SEC Adjustments applies (for example, 0.8 for five quarters) in the event that such period shall be equal to or greater than four (54) consecutive trading days during fiscal quarters or (B) the thirty absolute value of the SEC Adjustments in the event that such period shall be shorter than four (304) day period preceding fiscal quarters, multiplied by (iii) the assertion aggregate of a particular indemnity claim the net amounts of the differences of (A) total revenue plus deferred revenue of the Company as reported prior to the date of the initial filing with the SEC and (B) the corresponding amount of total revenue plus deferred revenue of the Company reported in the Parent’s amended filing with the SEC, after reflecting the comments of the staff of the SEC (the “Revenue Delta”), to the extent the Revenue Delta exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)100,000.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Expiration Date of a certificate signed by any officer of Buyer Parent (an "“Officer's ’s Certificate"): ”) set forth on Schedule B hereof or such officers’ successors, the identity of whom the Escrow Agent shall be informed by a writing signed by another Parent officer: (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 6 hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; . Provided, however, that the Escrow Agent shall not pay any Losses until all Losses subject to all Officer’s Certificates shall exceed $50,000 in the aggregate (provided, however, that such threshold shall not apply to Losses incurred as a result of intentional fraud, bad faith or willful misconduct, or any inaccuracy in the event of a third party claim that is the subject or breach Section 2.10 of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicatedReorganization Agreement (Tax and Other Returns and Reports)). (b) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a5(a) hereof, the shares of Buyer Parent Common Stock shall be valued at $33 per sharethe Average Closing Price. Parent and the Securityholder Agent shall certify such determined value in a certificate signed by both Parent and the Securityholder Agent, unless and shall deliver such certificate to the average closing price Escrow Agent. (c) The Company acknowledges that the Parent is required to file the Company Financial Statements, unaudited interim financial statements of the Buyer Common Stock Company and pro forma financial statements of the Company and Parent with the SEC by the requirements of the Exchange Act and that such filing will not occur until after the Effective Time. If the staff of the SEC undertakes a review of the Parent’s filing, including any Company Financials or any pro forma financial statements based upon the Company Financials and requires any restatement of total revenue or deferred revenue set forth in the Company Financials or any pro forma financial statements based upon the Company Financials (for the fiscal year ended May 31, 2002) or any subsequent unaudited interim financial statements of the Company, the Company and Parent agree such restatement would be a breach of the Company’s representations set forth in Section 2.7 of the Reorganization Agreement and that Parent will have suffered Loss(es). The parties also agree that the Loss(es) suffered by the Parent, its officers, directors, or affiliates (including the Surviving Corporation) shall include any “SEC Adjustments.” For purposes of this Escrow Agreement, “SEC Adjustments” shall equal (i) 1.9895 multiplied by (ii) a factor equal to (A) a percent to annualize the period to which the SEC Adjustments applies (for example, 0.8 for five quarters) in the event that such period shall be equal to or greater than four (54) consecutive trading days during fiscal quarters or (B) the thirty absolute value of the SEC Adjustments in the event that such period shall be shorter than four (304) day period preceding fiscal quarters, multiplied by (iii) the assertion aggregate of a particular indemnity claim the net amounts of the differences of (A) total revenue plus deferred revenue of the Company as reported prior to the date of the initial filing with the SEC and (B) the corresponding amount of total revenue plus deferred revenue of the Company reported in the Parent’s amended filing with the SEC, after reflecting the comments of the staff of the SEC (the “Revenue Delta”), to the extent the Revenue Delta exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)100,000.

Claims Upon Escrow Fund. (a) Upon receipt by Parent may make a claim upon the Escrow Agent at any time on or before the last day of the Escrow Period of Fund by a written a certificate signed by any an officer of Buyer Parent (an "Officer's Certificate"): ) promptly after discovery of a Loss(es) in excess of the Threshold Amount: (Ai) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue LossesLosses in excess of the Threshold Amount and that Parent is therefore entitled to indemnity pursuant to this Agreement, and and (Bii) specifying in reasonable detail the individual items of Losses included which comprise the Threshold Amount (in the amount so statedcase of the first such Officer's Certificate) and one or more additional Losses in excess of the Threshold Amount, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related; and, the Escrow Agent shall shall, upon receipt of such Officer's Certificate upon which it may conclusively rely, subject to the provisions of Section 7.8(b) and 7.10 hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; Losses (provided, however, that with respect to Losses not yet paid or properly accured as stated in the event of a third party claim that is the subject of the demand on the Escrow FundOfficer's Certificate and with respect to such claims Parent reasonably anticipates it will have to pay or accrue, no shares such amounts shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock to not be delivered to Buyer out of Parent by the Escrow Fund Agent until such time as indemnity pursuant Parent actually must pay or accrue such Losses as certified in an additional succeding Officer's Certificate delivered to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock SplitEscrow Agents).

Claims Upon Escrow Fund. (a) Upon receipt by the In order to make a claim for Losses or offset Losses pursuant to this Article VII, Parent shall deliver to Escrow Agent at any time on or before the last day of the Escrow Period of and Shareholder Agent a certificate signed by any authorized officer of Buyer Parent (an "“Officer's ’s Certificate"”): (Ai) stating that Buyer Parent or its affiliates has paid paid, suffered or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, suffer or accrue Losses, and ; (Bii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid paid, suffered or properly accrued, or the basis for such anticipated liability, and Losses; (iii) the nature of the misrepresentation, breach of warranty or covenant Losses to which such item is related, ; and (iv) the Escrow Agent shall deliver to Buyer out amount of the Escrow Fund, as promptly as practicable subject to Section 7.2.6, shares of Buyer Common Stock held in Losses Parent seeks from the Escrow Fund with a value equal and the amount Parent intends to such Lossesoffset against any Earnout Consideration otherwise payable; provided, however, that the sources of recovery specified by Parent as provided in clause (iv) shall not be irrevocable, and Parent may seek recovery from different sources or different amounts by a written supplemental notice to the Escrow Agent and Shareholder Agent. Parent shall not be estopped by any estimate it may make of the amount of any anticipated or actual Losses claimed in any Officer’s Certificate, or the bases therefor, and Parent may submit amendments to any Officer’s Certificate, or additional Officer’s Certificates, in the event that actual or anticipated Losses, or the bases therefor, subsequently change or are determined to be different than represented in an Officer’s Certificate previously delivered. Immediately upon receipt of a third party claim that is the subject of the demand on such Officer’s Certificate, the Escrow FundAgent shall set aside an amount in the Escrow Fund equal to the aggregate amount of Losses claimed from the Escrow Fund in the Officer’s Certificate. The Escrow Agent shall not distribute any amounts to Parent and Parent shall not offset any Losses against any Earnout Consideration then payable (in each case, no shares shall be delivered other than amounts advanced to Parent for legal costs and expenses pursuant to the last sentence of subparagraph (a) above) out of the Escrow Fund until the claim is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock to be delivered to Buyer out of such deposited Earnout Consideration for five business days after the date of the Officer’s Certificate, unless Shareholder Agent authorizes the Escrow Fund as indemnity pursuant Agent to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject make such distribution or Parent to in each case make such offset prior to the adjustment as a result of the Buyer Stock Split)such date.

Claims Upon Escrow Fund. Subject to the objection procedure established in Section 7.2(F) below, the Escrow Agent shall deliver to AmeriNet out of the Escrow Fund, as promptly as practicable, shares of AmeriNet Common Stock or other assets held in the escrow fund in an amount equal to losses by Amerinet, provided that (a1) Upon receipt A written claim of loss has been provided by AmeriNet to the Escrow Agent at any time on or before the last day of the Escrow Period in the form of a certificate signed by any officer of Buyer AmeriNet (an "Officer's Certificate"): ), with a copy to the Surviving Corporation: (Aa) stating Stating that Buyer AmeriNet has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and and (Bb) specifying Specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant claim to which such item is related, the Escrow Agent shall deliver to Buyer out of the Escrow Fundshall, as promptly as practicable subject to the provisions of Section 7.2.6, shares of Buyer Common Stock held in the Escrow Fund with a value equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated7.2(F) hereof. (b2) For the purposes of determining the number of shares of Buyer AmeriNet Common Stock to be delivered to Buyer AmeriNet out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(E)(1), the shares of Buyer AmeriNet Common Stock shall be valued at $33 per sharethe price actually received therefor upon their disposition, unless which shall be effected as follows: (a) First the average shares will be offered, pro rata, to the Former Trilogy Stockholders, based on their respective ownership of shares then comprising the Escrow Fund, at a price equal to the closing transaction price for AmeriNet's Common Stock as reported on the OTC Bulletin Board or if the shares are not quoted on the OTC Bulletin Board, on such public quotation medium, other stock market or stock exchange on which AmeriNet's Common Stock is publicly traded, on the day following the day on which written notice of such offer is sent by AmeriNet (the "Notice of Sale"); (b) On the close of business on the tenth day after the Notice of Sale has been sent the offer included in the Notice of Sale shall lapse and AmeriNet may thereafter sell all shares of the Escrow Stock required to discharge the obligation involved that have not been subscribed and paid for by the Former Trilogy Stockholders, on such terms as AmeriNet deems appropriate under the circumstances, including volume discounts, discounts based on the absence of registration under applicable securities laws and discounts based on factors designed to avoid negative impact on the price of the Buyer AmeriNet's publicly trading Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split).Stock. 93

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's Certificate"): (Aa) stating that Buyer Parent or another Parent Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach (or any claim by any third party alleging, constituting or involving an inaccuracy or breach) of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, and (Bb) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is relatedrelated and the relevant section number of this Agreement, the Escrow Agent shall shall, subject to the provisions of Section 7.2(f), deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Parent is that Parent reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer Parent has --------------------- paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained herein or in any instrument delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 7.2(f) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Parent Common Stock shall be valued at $33 per sharethe Average Price. (iii) Notwithstanding the foregoing, unless the average closing price Parent may not receive any shares of the Buyer Parent Common Stock for any five from the Escrow Fund unless and until Parent has delivered to the Escrow Agent Officer's Certificates that are undisputed pursuant to Section 7.2(f) or that have been resolved in favor of Parent through the conflict resolution process set forth in Section 7.2(g) and that identify Losses in the aggregate amount in excess of $250,000 (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share"Basket Amount"), in which case the Parent shall receive shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer ------------- Parent Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case equal to the adjustment as a result amount of all Losses including the Buyer Stock Split)Basket Amount.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Acquiror (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer Acquiror has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and directly or indirectly, for which Acquiror is entitled to indemnification pursuant to Section 7.2(b), (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, and the date each such item was paid or properly accrued, or an estimate of the amount (and the basis therefor) for such any anticipated liabilityLosses, and (C) the nature of the misrepresentation, breach of warranty or covenant to Losses and the clause in Section 7.2(b) under which indemnification for each such item Loss is relatedavailable, the Escrow Depositary Agent shall shall, subject to the provisions of Section 7.2(f) hereof, deliver to Buyer Acquiror out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Acquiror Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Acquiror is that Acquiror reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Acquiror Common Stock to be delivered to Buyer Acquiror out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Acquiror Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Broadcom (an "Officer's Certificate"): (A) stating that Buyer Broadcom or another Broadcom Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any Closing certificate delivered by the Company pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Sections 7.2(b) and (f) hereof, deliver to Buyer Broadcom out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Broadcom Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Broadcom is that Broadcom reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Broadcom Common Stock to be delivered to Buyer Broadcom out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Broadcom Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Broadcom (an "Officer's Certificate"): (A) stating that Buyer Broadcom or another Broadcom Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach or any inaccuracy or breach alleged by a third party of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Section 7.2(f), deliver to Buyer Broadcom out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Broadcom Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Broadcom is that Broadcom reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Broadcom Common Stock to be delivered to Buyer Broadcom out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Broadcom Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Acquiror (an "Officer's Certificate"): (A) stating that Buyer has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses such Damages included in the amount so stated, the date each such item was paid paid, or properly accruedaccrued or arose, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant claim to which such item is related, the Escrow Agent shall deliver to Buyer Acquiror out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Common Stock Escrow Shares, Performance Option Shares or other assets held in the Escrow Fund with having a value equal to such Losses; Damages, provided, however, that except in such instance where a Target Stockholder has -------- ------- delivered cash in lieu of surrendering Escrow Shares pursuant to Section 8.5(c) below (in which instance such cash may be delivered alongside any Escrow Shares), the event of a third party claim that is the subject Escrow Agent shall deliver all of the demand on Escrow Shares prior to delivering any Performance Option Shares or other assets held in the Escrow Fund, no . All shares of Acquiror Common Stock subject to such claims shall be delivered out of remain in the Escrow Fund until Damages are actually incurred or paid or the claim is settled Acquiror determines in its reasonable good faith judgment and certifies to the Escrow Agent that no Damages will be incurred or adjudicatedpaid (in which event such shares shall be distributed to the Target Stockholders in accordance with Section 8.4 above). (b) For the purposes purpose of determining the number of shares of Buyer Common Stock compensating Acquiror for its Damages pursuant to be delivered to Buyer out of this Agreement, the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereofShares, the shares of Buyer Common Stock Merger Shares and the Performance Option Shares shall be valued at the greater of the fair market value on the date of certification of such claim pursuant to this section, as determined by the Board of Directors of Acquiror acting in good faith, or $33 2.00 per share, unless provided, however, that if such certification occurs after the average closing price initial public offering of the Buyer Acquiror's Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding Acquiror IPO"), the assertion of a particular indemnity claim exceeds $50 per shareEscrow Shares, in which case the shares of Buyer Merger Shares and the Performance Option Shares shall be valued at $50 per share orthe closing price on such date as quoted by the Wall Street Journal (or if such paper is not published on such date, the next preceding date of publication). Acquiror shall set forth such value in each Officer's Certificate identifying Damages. The Escrow Agent may rely on such certificate without inquiry and may assume that the value set forth therein has been determined in good faith in accordance with this Section 8.5(b). (c) Prior to the Acquiror IPO, if any Target Stockholder shall disagree with the average closing price fair market value of the Buyer Common Stock for Escrow Shares (or if any five Principal Stockholder shall disagree with the fair market value of the Performance Option Shares) as determined by the Board of Directors of Acquiror and set forth in an Officer's Certificate as such, such Target Stockholder or Principal Stockholder (5as applicable) consecutive days during the thirty may elect to pay all (30) day period preceding the assertion of a particular indemnity claim is but not less than $16 per share, then all) of his or her respective portion of the shares Damages claimed in such Officer's Certificate in cash in lieu of Buyer surrendering Escrow Shares or Performance Option Shares. Any Target Stockholder electing to pay his or her respective Damages in cash must deliver such cash in immediately available funds to the Escrow Agent together with a letter indicating the purpose of such funds not later than 10 calendar days following the receipt of the Officer's Certificate relating to such Damages by either Stockholders' Agent. The date of receipt of any Officer's Certificate shall be valued determined in accordance with Section 9.2 hereof. If the Escrow Agent shall not receive such funds prior to such time, the Escrow Agent shall, at $16 per share (subject to in each case Acquiror's option, distribute such Target Stockholder's Escrow Shares, or such Principal Stockholder's Performance Option Shares, to the adjustment Indemnified Persons and shall return any funds received to such Target Stockholder or Principal Stockholder, as a result applicable. No interest shall accrue on any cash so delivered irrespective of the Buyer Stock Split)amount of time that such cash is held by the Escrow Agent.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Broadcom (an "Officer's Certificate"): (A) stating that Buyer Broadcom or another Broadcom Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach or any inaccuracy or breach alleged by a third party of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Section 7.2(f) hereof, deliver to Buyer Broadcom out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Broadcom Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Broadcom is that Broadcom reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Broadcom Common Stock to be delivered to Buyer Broadcom out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a7.2(e)(i) hereof, the shares of Buyer Broadcom Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day date 30 days after the end of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer an Indemnified Party has paid paid, sustained or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay pay, sustain or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid paid, sustained or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other indemnity to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 7.2(g) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6-------------- practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject . Shares of the demand Shareholders contributed to the Escrow Fund in accordance with Section 1.9(b) hereof shall be delivered to Parent out of the -------------- Escrow Fund pro rata based on each Shareholder's contribution to the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereofthis Article VII, the shares each share of Buyer Parent Common Stock shall be valued at $33 per share, unless the average its ----------- closing price of on the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per shareClosing Date, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split).reported on xxx.xxxxxx.xxx. --------------

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before ----------------------- the last day of the Escrow Period Termination Date of a certificate signed by any the chief financial or chief executive officer of Buyer (an "Officer's Certificate"): ): (Aa) stating that Buyer has incurred, paid or properly accrued or, (in accordance with respect generally accepted accounting principles ("GAAP")) or knows of facts giving rise to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates a reasonable probability that it will have to incur, pay or accrue Losses, and (Bin accordance with GAAP) Losses in an aggregate stated amount with respect to which Buyer is entitled to payment from the Escrow Fund pursuant to this Agreement; and (b) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was incurred, paid or properly accruedaccrued (in accordance with GAAP), or the basis for such anticipated liability, and the specific nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 8.07 of this Agreement, deliver to Buyer out the amount of Escrow Funds necessary to indemnify Buyer for the Escrow Fund, as promptly as practicable subject to Section 7.2.6, shares of Buyer Common Stock held in the Escrow Fund with a value equal to such LossesLosses claimed; provided, however, that in the event Escrow Funds shall not be delivered to Buyer as a result of a third party claim that is based upon an accrual or upon a reasonable probability of having to incur, pay or accrue Losses until such time as the Buyer has actually incurred or paid Losses. All Escrow Funds subject of the demand on the Escrow Fund, no shares to such claims shall be delivered out of remain in the Escrow Fund until Losses are actually incurred or paid or the claim is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock determines in its reasonably good faith judgment that no Losses will be required to be delivered incurred or paid (in which event such Escrow Funds shall be distributed to Buyer out Seller in accordance with the terms of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock SplitAgreement).

Claims Upon Escrow Fund. (ai) Subject to the provisions of this Section 7.2, any claim for indemnification under Section 7.2 must be asserted on or before 5:00 p.m. (California time) on the Expiration Date. Parent shall provide notice to the Stockholder Agent within thirty (30) days of Parent becoming aware of any claims for Losses if such claims are reasonably identifiable and determinable; provided, however, that no delay or failure on the part of -------- ------- Parent in notifying the Stockholder Agent shall relieve the Stockholder Agent or the holders of Company Capital Stock from any obligation unless they are materially prejudiced thereby (and then only to the extent of such prejudice). Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer Parent has paid or --------------------- properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so statedstated (the "Estimated Claim Amount"), ---------------------- the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 7.2(f) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock or New Preferred Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock or New Preferred Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Parent Common Stock and New Preferred Stock shall be valued at $33 per sharethe Average Price, unless the average closing price and such shares shall be delivered to Parent out of the Buyer Escrow Fund on a pro rata basis applied to all shares of Parent Common Stock for any five (5) consecutive trading days during and New Preferred Stock in the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Escrow Fund.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer Parent (or another Parent Indemnitee) has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and directly or indirectly, as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained herein or in any instrument delivered pursuant to this Agreement, (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Section 7.2(f) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, howeverand (C) subject to Parent's rights under Section 7.2(c), that in specifying whether such Losses should be settled against the event of General Escrow Amount or the IP Escrow Amount. Where the basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Parent is that Parent reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company under GAAP or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such reasonably anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall deliver shall, subject to Buyer the provisions of Section 7.2(e) hereof, transfer to Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that to the extent an Officer's Certificate alleges only the basis for an anticipated liability, no amount shall be distributed until such liability is actually paid or accrued under GAAP. Such payments of shares from the Escrow Fund will be made pro rata in proportion to the event of a third party claim that is the subject of the demand on shareholders original contributions to the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a7.2(d)(i) hereof, the shares of Buyer Parent Common Stock shall be valued at $33 per sharethe closing sale price on the Closing Date. Parent and the Shareholder Agent shall certify such Average Price in a certificate signed by both Parent and the Shareholder Agent, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer and shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case deliver such certificate to the adjustment as a result of the Buyer Stock Split)Escrow Agent at Closing.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Acquiror (an "Officer's Certificate"): (A) stating that Buyer Acquiror or another Acquiror Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Section 8.2(f) hereof, deliver to Buyer Acquiror out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Acquiror Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Acquiror is that Acquiror reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Acquiror Common Stock to be delivered to Buyer Acquiror out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof8.2(e)(i), the shares of Buyer Acquiror Common Stock shall be valued at $33 per sharethe Closing Price. (iii) Whenever a claim is made upon the Escrow Fund, unless each Stockholder shall have the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per shareright, in which case with respect to the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during contributed to the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, Escrow Fund by such Stockholder and then the shares of Buyer shall be valued at $16 per share (subject to such claim, to substitute therefor an amount in each case cash equal to the adjustment as a result Closing Price MULTIPLIED BY the number of the Buyer Stock Split)shares for which such substitution is sought.

Claims Upon Escrow Fund. (aA) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of the Buyer (an "Officer's Certificate"): (A) stating that the Buyer has paid or --------------------- properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue LossesLosses pursuant to Claims made during the Escrow Period in an aggregate stated amount to which the Buyer is entitled to indemnity pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant claim to which such item is related, the Escrow Agent shall deliver to the Buyer out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Common Stock held in the Escrow Fund with a value an amount equal to such LossesLosses as indemnity out of the Escrow Fund; provided, however, that in with respect to Losses the event of a third party claim that is the subject of the demand on Buyer reasonably anticipates it will have to pay, pursuant to Claims made during the Escrow FundPeriod, no shares Escrow Cash shall not be delivered to the Buyer by the Escrow Agent until such time as the Buyer actually must pay such Losses. (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 out to the Seller by the Buyer and for a period of thirty (30) days after delivery of the Officer's Certificate to the Escrow Agent, the Escrow Agent shall make no delivery of the cash from the Escrow Fund until pursuant to this Section 6(c) unless the claim is settled Escrow Agent shall have received written authorization from the Seller to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall, without further notice or adjudicated. (b) For authorization of any kind, make delivery of the purposes amount of determining the number of shares of Buyer Common Stock to be delivered to Buyer out of Losses from the Escrow Fund as indemnity pursuant to in accordance with Section 7.2.5(a5(a) hereofabove, the shares of Buyer Common Stock provided that no such payment or delivery shall be valued at $33 per share, unless made if the average closing price of Seller delivers written notice to the Escrow Agent and to the Buyer Common Stock for any five (5) consecutive trading days during prior to the expiration of such thirty (30) day period preceding that the assertion of a particular indemnity claim exceeds $50 per shareSeller disputes in good faith the Claim set forth in the Officer's Certificate, with the basis for such dispute set forth in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)reasonable detail.

Claims Upon Escrow Fund. (ai) Upon receipt by If the Escrow Agent receives at any time on or before 5:00 p.m. Pacific Standard Time the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue LossesLosses for which it is entitled to compensation under Section 7.2(a), and (B) 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 the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 7.2(c) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to any such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of the Escrow Fund until the claim is settled Losses incurred or adjudicatedaccrued by Parent. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a7.2(d)(i) hereof, the shares each share of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Parent's Common Stock for any five on The Nasdaq National Market, as reported in The Wall Street Journal on the Closing Date. Parent and the Securityholder Agent shall certify such fair market value in a certificate signed by both Parent and the Securityholder Agent, and shall deliver such certificate to the Escrow Agent. (5iii) consecutive trading days during The Securityholder Agent shall be entitled to have his reasonable costs and expenses reimbursed from the thirty (30) day period preceding Escrow Fund. Additionally, the assertion Escrow Fund shall be used to pay the legal and other expenses of the Securityholder Agent in the event the Securityholder Agent assumes the defense of a particular indemnity claim exceeds $50 per shareor legal proceeding in accordance with Section 7.2(l) (a "THIRD PARTY DEFENSE"). The Escrow Agent may sell a number of shares otherwise deliverable to the stockholders of the Company equal in value as to such costs and expenses. The Securityholder Agent shall provide to the Escrow Agent a written request detailing the costs and expenses and the aggregate amount required and, in which case subject to the provisions of this paragraph, the Escrow Agent shall immediately sell the shares and transfer the proceeds to the Securityholder Agent. For reimbursements not relating to a Third Party Defense, the sale of Buyer shares shall be valued at $50 per share or, if occur only from those otherwise distributable to the average closing price stockholders of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Company.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Release Date of a certificate signed by any officer of Buyer PC-Tel (an "Officer's Certificate"): ) (Ai) stating that Buyer PC-Tel has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, --------------------- reasonably anticipates that it will have to pay or accrue LossesLosses pursuant to Claims made during the Escrow Period, in an aggregate stated amount to which PC-Tel is entitled to indemnity pursuant to the Purchase Agreement, and (Bii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant claim to which such item is related, the Escrow Agent shall deliver to Buyer PC-Tel out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Common Stock held in the Escrow Fund with a value an amount equal to such LossesLosses as indemnity out of the Escrow Fund; provided, however, that in the event of a third party claim that is the subject of the demand on with respect to Losses PC-Tel reasonably anticipates it will have to pay pursuant to Claims made during the Escrow FundPeriod, no shares Escrow Cash shall not be delivered to PC- Tel by the Escrow Agent until such time as PC-Tel actually must pay such Losses, the Escrow Agent shall, subject to the provisions of Section 5(b) below, deliver to PC-Tel, as promptly as practicable, an amount out of the Escrow Fund until equal to such Losses as indemnity. The Escrow Agent shall be entitled to conclusively rely on such Officer's Certificate and shall make such distributions from the claim is settled or adjudicatedEscrow Fund only in accordance with the terms thereof. (b) For At the purposes time of determining delivery of any Officer's Certificate to the number Escrow Agent, a duplicate copy of shares of Buyer Common Stock to such Officer's Certificate shall be delivered to Buyer out GDC by PC-Tel and for a period of thirty (30) days after delivery of the Officer's Certificate to the Escrow Agent, the Escrow Agent shall make no delivery of the cash from the Escrow Fund as indemnity pursuant to Section 7.2.5(a5(a) hereofabove unless the Escrow Agent shall have received written authorization from GDC to make such delivery. After the expiration of such thirty (30) day period, the shares Escrow Agent shall, without further notice or authorization of Buyer Common Stock any kind, make delivery of the amount of Losses from the Escrow Fund in accordance with Section 5(a) above, provided that no such payment or delivery shall be valued at $33 per share, unless made if GDC delivers written notice to the average closing price Escrow Agent and to PC-Tel prior to the expiration of the Buyer Common Stock for any five (5) consecutive trading days during the such thirty (30) day period preceding that GDC disputes in good faith the assertion of a particular indemnity claim exceeds $50 per shareClaim set forth in the Officer's Certificate, with the basis for such dispute set forth in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)reasonable detail.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Recruitsoft (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer Recruitsoft has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue LossesLosses for which it is entitled compensation or reimbursement pursuant thereto, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accruedaccrued in accordance with GAAP, or the basis for such reasonably anticipated liabilityLoss, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall deliver shall, subject to Buyer the provisions of Section 6.2(e) hereof, transfer to Recruitsoft out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Common Series D Preferred Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in to the event of a third party claim that is extent an Officer's Certificate alleges only the subject of the demand on the Escrow Fundbasis for an anticipated Loss, no shares amount shall be delivered out distributed until such Loss is actually paid or accrued under GAAP. Payments of shares from the Escrow Fund until will be made pro rata in proportion to each White Amber Stockholders' original contributions to the claim is settled or adjudicatedEscrow Fund as set forth on Schedule 6.2. (bii) For the purposes of determining the number of shares of Buyer Common Series D Preferred Stock to be delivered to Buyer Recruitsoft out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a6.2(d)(i) hereof, the shares of Buyer Common Series D Preferred Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Deemed Price.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Termination Date of a certificate signed by any the chief financial or chief executive officer of Buyer (an "Officer's Certificate"): ): (Aa) stating that Buyer has incurred, paid or properly accrued or, (in accordance with respect generally accepted accounting principles ("GAAP")) or knows of facts giving rise to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates a reasonable probability that it will have to incur, pay or accrue Losses, and (Bin accordance with GAAP) Losses in an aggregate stated amount with respect to which Buyer is entitled to payment from the Escrow Fund pursuant to this Agreement; and (b) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was incurred, paid or properly accruedaccrued (in accordance with GAAP), or the basis for such anticipated liability, and the specific nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 8.07 of this Agreement, deliver to Buyer out the amount of Escrow Funds necessary to indemnify Buyer for the Escrow Fund, as promptly as practicable subject to Section 7.2.6, shares of Buyer Common Stock held in the Escrow Fund with a value equal to such LossesLosses claimed; provided, however, that in the event Escrow Funds shall not be delivered to Buyer as a result of a third party claim that is based upon an accrual or upon a reasonable probability of having to incur, pay or accrue Losses until such time as the Buyer has actually incurred or paid Losses. All Escrow Funds subject of the demand on the Escrow Fund, no shares to such claims shall be delivered out of remain in the Escrow Fund until Losses are actually incurred or paid or the claim is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock determines in its reasonably good faith judgment that no Losses will be required to be delivered incurred or paid (in which event such Escrow Funds shall be distributed to Buyer out Seller in accordance with the terms of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock SplitAgreement).

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Termination Date of a certificate signed by any the chief financial or chief executive officer of Buyer Acquiror (an "Officer's Certificate"): ) for a claim against the Escrow Fund: (Ai) stating that Buyer has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company Acquiror or the Surviving Corporation has received noticeincurred, reasonably anticipates paid or properly accrued (in accordance with GAAP) or knows of facts giving rise to a reasonable probability that it will have to incur, pay or accrue Losses, and (Bin accordance with GAAP) Damages in an aggregate stated amount with respect to which Acquiror or the Surviving Corporation is entitled to payment from the Escrow Fund pursuant to this Agreement; and (ii) specifying in reasonable detail the individual items of Losses Damages included in the amount so stated, the date each such item was incurred, paid or properly accruedaccrued (in accordance with GAAP), or the basis for such anticipated liability, and the specific nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Sections 8.7 and 8.8 of this Agreement, deliver to Buyer out Acquiror shares of Acquiror Capital Stock in an amount necessary to indemnify Acquiror for the Escrow Fund, as promptly as practicable Damages claimed. All shares of Acquiror Capital Stock subject to Section 7.2.6, shares of Buyer Common Stock held such claims shall remain in the Escrow Fund with a value equal until Damages are actually incurred or paid or the Acquiror determines in its reasonably good faith judgment that no Damages will be required to be incurred or paid (in which event such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of distributed to the Escrow Fund until the claim is settled or adjudicatedFormer Target Stockholders in accordance with Section 8.10 below). (b) For the purposes purpose of determining compensating Acquiror for its Damages pursuant to this Agreement, the number of shares of Buyer Common Acquiror Capital Stock to be delivered to Buyer out of in the Escrow Fund as indemnity pursuant shall be valued at (i) prior to Section 7.2.5(a) hereofthe closing of a bona fide registered public offering under the Securities Act (an "IPO"), the shares of Buyer following prices per share: (1) the Acquiror Series G-1 Preferred Stock, G-2 Preferred Stock, G-3 Preferred Stock, G-4 Preferred Stock, G-5 Preferred Stock and G-6 Preferred Stock shall be valued at $8.25 per share; and (2) the Common Stock shall be valued at $33 7.50 per share; or (ii) after the IPO, unless the market value of the public stock, as measured by the average closing price of the Buyer closing sales price for a share of Acquiror Common Stock as quoted on the Nasdaq National Market for any the five (5) consecutive trading days during immediately preceding and ending on the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result release of the Buyer Acquiror Capital Stock Split)from the Escrow Fund.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period Expiration Date of a certificate signed by any executive officer of Buyer Parent (an "Officer's Certificate"): (A) stating that Buyer Parent has paid or properly --------------------- accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 8.2(e) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on the Escrow Fund, no shares of Parent Common Stock shall be delivered out to Parent as a result of a claim based upon an accrual or upon a substantial likelihood of having to incur, pay or accrue Losses until such time as Parent has actually incurred or paid Losses. All shares of Parent Common Stock subject to such claims shall remain in the Escrow Fund until Losses are actually incurred or paid or the claim is settled Parent determines in its reasonably good faith judgment that no Losses will be required to be incurred or adjudicatedpaid (in which event such shares shall be distributed to the former Company Stockholders in accordance with Section 8.2(b)). (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a8.2(d)(i) hereof, the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer closing prices of Parent's Common Stock on the Nasdaq Stock Market for any five the fifteen (515) consecutive trading days during the thirty (30) day period ending on the trading day immediately preceding the assertion of Closing Date. Parent and the Securityholder Agent shall certify such determined value in a particular indemnity claim exceeds $50 per sharecertificate signed by both Parent and the Securityholder Agent, in which case the shares of Buyer and shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case deliver such certificate to the adjustment as a result of the Buyer Stock Split)Escrow Agent.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer (an "Officer's Certificate"): : (A) stating that Buyer Broadcom or another Broadcom Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach (or any claim by any third party alleging, constituting or involving an inaccuracy or breach) of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Section 8.2(f), deliver to Buyer Broadcom out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares such portion of Buyer Common Stock held in the Escrow Fund with a value Amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Broadcom is that Broadcom reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Broadcom Common Stock to be delivered to Buyer Broadcom out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof8.2(e)(i), the shares of Buyer Broadcom Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Acquiror (an "Officer's Certificate"): (A) stating that Buyer Acquiror or another Acquiror Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Section 8.2(f) hereof, deliver to Buyer Acquiror out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Acquiror Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Acquiror is that Acquiror reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Acquiror Common Stock to be delivered to Buyer Acquiror out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof8.2(e)(i), the shares of Buyer Acquiror Common Stock shall be valued at $33 per sharethe Closing Price. (iii) Whenever a claim is made upon the Escrow Fund, unless each stockholder shall have the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per shareright, in which case with respect to the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during contributed to the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, Escrow Fund by such Stockholder and then the shares of Buyer shall be valued at $16 per share (subject to such claim, to substitute therefor an amount in each case cash equal to the adjustment as a result Closing Price MULTIPLIED BY the number of the Buyer Stock Split)shares for which such substitution is sought.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Broadcom (an "Officer's Certificate"): (A) stating that Buyer Broadcom or another Broadcom Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, directly or indirectly, as a result of any inaccuracy or breach (or any claim by any third party alleging, constituting or involving an inaccuracy or breach) of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any of the Ancillary Agreements or in any instrument or agreement delivered pursuant to this Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is related, the Escrow Depositary Agent shall shall, subject to the provisions of Section 7.2(f), deliver to Buyer Broadcom out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Broadcom Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Broadcom is that Broadcom reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Broadcom Common Stock to be delivered to Buyer Broadcom out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof7.2(e)(i), the shares of Buyer Broadcom Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Price.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Select (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer Select has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related, the Escrow Agent shall shall, subject to the provisions of Section 7.2(e) hereof, deliver to Buyer Select out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, a number of shares of Buyer Select Common Stock and Select Series H Preferred Stock held in the Escrow Fund with a Fund, the aggregate number of which are equal in value equal to such Losses. Delivery of shares of Select Common Stock and Select Series H Preferred Stock from the Escrow Fund shall be made in proportion to the original number of such shares contributed to the Escrow Fund. (ii) The fair market value of the shares of Select Common Stock and Select Series H Preferred Stock to be delivered to Select out of the Escrow Fund pursuant to Section 7.2(d)(i) hereof shall be determined on the date the Officer's Certificate is delivered to the Escrow Agent and shall be set forth in the Officer's Certificate. For purposes of this 7.2(d)(ii), the fair market value shall be the closing sale price of Select Common Stock (or such other securities into which Select Common Stock may be reclassified or changed) as reported on the principal national securities exchange on which the Select Common Stock is listed or admitted to trading. If the Select Common Stock is not listed or admitted to trading on a national securities exchange, the fair market value of the Select Common Stock or Select Series H Preferred Stock (or such other securities into which Select Common Stock and/or Select Series H Preferred Stock may be reclassified or changed), as the case may be, shall be determined in good faith by the Board of Directors of Select; provided, however, that in the event the Securityholder Agent objects to the fair market value of a third party claim that is such shares as determined by the subject Board of Directors of Select, the demand on the Escrow Fund, no shares conflict shall be delivered out of the Escrow Fund until the claim is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock to be delivered to Buyer out of the Escrow Fund as indemnity pursuant to resolved in accordance with Section 7.2.5(a7.2(f) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split).

Claims Upon Escrow Fund. (ai) Upon Subject in all respects to the provisions of Section 8.2(f), upon receipt by the Escrow Depository Agent at any time on or before the last day expiration of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's “Escrow Claim Certificate"): (A”) stating that Buyer has paid or properly accrued or, with respect to third-party claims setting forth the amount of which Buyer, Losses claimed against the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Losses, Escrow Fund and (B) specifying a summary in reasonable detail of the basis for the claim (including but not limited to the individual items of Losses Loss included in the amount so statedclaimed, the date (if known) when each such item of Loss was paid incurred or properly accrued, or the basis for such anticipated liabilitysustained, and the nature of the misrepresentationspecific representation, breach of warranty or covenant of the Agreement giving rise to which such item is relatedLoss), the Escrow Depository Agent shall withdraw and deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to practicable, upon receiving written authorization from the Shareholder Representative as set forth in Section 7.2.68.2(f), an amount of cash and a number of shares of Buyer Parent Common Stock held in the Escrow Fund with a total value (determined in accordance with Section 8.2(e)(ii)) equal to such Losses; provided, however, that in the event of a third party claim that is the subject of the demand on . Claims against the Escrow Fund, no shares Fund shall be delivered satisfied out of the Escrow Cash and the Escrow Shares in the same proportion as originally constituted the Escrow Fund immediately following the Closing Date; provided, that any cash deposited in substitution for shares pursuant to Section 8.2(a) shall not be treated as Escrow Cash for purposes of priority of satisfaction, but shall continue to be treated as Escrow Shares. The Depository Agent shall allocate such withdrawals from the Escrow Fund among the Company Shareholders and Management Participants ratably in proportion, both in amount and form, to the Company Shareholders’ and Management Participants’ respective contributions to the Escrow Fund. Where the basis for a claim upon the Escrow Fund is that Parent or another Parent Indemnitee reasonably expects to pay, incur or sustain a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid, incurred or adjudicatedsustained. (bii) For the purposes purpose of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof8.2(e)(i), if any, the shares of Buyer Parent Common Stock shall be valued at $33 per share, unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Average Closing Price.

Claims Upon Escrow Fund. (a) Upon receipt by the Escrow Agent and the Stockholder Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Acquirer in good faith (an "“Officer's ’s Certificate"”): (A) stating that Buyer Acquirer or another Acquirer Indemnitee has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue LossesLosses and the amount thereof, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentationmisrepresenta-tion, breach of warranty warranty, agreement or covenant to which such item is relatedrelated and the relevant section number of this Agreement, the Escrow Agent shall shall, subject to the provisions of Section 7.2(f), deliver to Buyer Acquirer out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Common Stock cash held in the Escrow Fund with a value in an amount equal to such Losses; provided, however, that in . Where the event of basis for a third party claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund until the claim by Acquirer is settled or adjudicated. (b) For the purposes of determining the number of shares of Buyer Common Stock to that Acquirer reasonably anticipates that it will pay a Loss, no payment will be delivered to Buyer out of made from the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereof, the shares of Buyer Common Stock shall be valued at $33 per share, for such Loss unless the average closing price of the Buyer Common Stock for any five (5) consecutive trading days during the thirty (30) day period preceding the assertion of and until such Loss is actually paid and a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim further Officer’s Certificate with respect thereto is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case delivered to the adjustment as a result of Escrow Agent and the Buyer Stock Split)Stockholder Agent hereunder.

Claims Upon Escrow Fund. (ai) Upon receipt by the Escrow Depositary Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Buyer Parent (an "Officer's CertificateOFFICER'S CERTIFICATE"): (A) stating that Buyer Parent has paid or properly accrued or, with respect to third-party claims of which Buyer, the Company or the Surviving Corporation has received notice, reasonably anticipates that it will have to pay or accrue Lossesa Loss, directly or indirectly, as a result of any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained herein or in any Ancillary Agreement, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty warranty, agreement or covenant to which such item is relatedrelated and the number of shares of Parent Common Stock to be delivered to Parent in respect of such Losses, the Escrow Depositary Agent shall shall, subject to the provisions of SECTION 7.2(g) hereof, deliver to Buyer Parent out of the Escrow Fund, as promptly as practicable subject to Section 7.2.6practicable, shares of Buyer Parent Common Stock held in the Escrow Fund with a value in an amount equal to such Losses; provided. Notwithstanding the foregoing, however, that in where the event of a third party basis for an claim that is the subject of the demand on the Escrow Fund, no shares shall be delivered out of upon the Escrow Fund by Parent is that Parent reasonably anticipates that it will pay or accrue a Loss, no payment will be made from the Escrow Fund for such Loss unless and until the claim such Loss is settled actually paid or adjudicatedaccrued. (bii) For the purposes of determining the number of shares of Buyer Parent Common Stock to be delivered to Buyer Parent out of the Escrow Fund as indemnity pursuant to Section 7.2.5(a) hereofSECTION 7.2(f)(i), the shares of Buyer Parent Common Stock shall be valued at $33 the price per share, unless the average closing price share of the Buyer Common Stock for any five (5) consecutive trading days during of Parent on the thirty (30) day period preceding the assertion of a particular indemnity claim exceeds $50 per share, in which case the shares of Buyer shall be valued at $50 per share or, if the average closing price of the Buyer Common Stock for any five (5) consecutive days during the thirty (30) day period preceding the assertion of a particular indemnity claim is less than $16 per share, then the shares of Buyer shall be valued at $16 per share (subject to in each case to the adjustment as a result of the Buyer Stock Split)Closing Date.