Common use of Disbursement of Escrow Fund Clause in Contracts

Disbursement of Escrow Fund. (a) The Escrow Agent shall release all or a portion of the Escrow Fund ONLY upon receipt by the Escrow Agent of a letter (the "Escrow Release Letter"), in the form of attached Exhibit B, executed by Claremont and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount and in accordance with the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(s) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary to comply with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure or refusal by Claremont to repurchase (as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held in the Escrow Fund shall likewise be disbursed among those listed on Exhibit A, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as to which no claim has been made by Claremont under the Merger Agreement (each a "Claim")), Escrow Agent shall present those questions to Claremont and the Shareholder Representative in writing, and shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A shall have no direct right to enforce or dispute the terms of this Agreement, but may only act as a group through the Shareholder Representative. (b) If Escrow Agent has, on or before the First Issue Date (as hereinafter defined), received one or more written notices, in the form of attached Exhibit C, from Claremont which (i) specify a particular Claim Claremont has against the Escrow Fund; (ii) identify a particular number of Claremont shares that the Escrow Agent shall retain until further notice against the Escrow Fund, and (iii) confirm that such Claim(s) have not been withdrawn before the First Issue Date, then Escrow Agent shall withhold from final distribution, pending receipt of an Escrow Release Letter or court order, the number of shares specified in all such written notices of Claim(s) together (but not exceeding the entire remainder of the Escrow Fund). "First Issue Date" means that day which is 60 days after the first anniversary of the date on which the Articles of Merger are filed in accordance with the Oregon Business Corporation Act and the Certificate of Merger is filed in accordance with the Ohio Revised Code and accepted by the Secretary of State of Oregon and the Secretary of State of Ohio (which date will be certified in writing to the Escrow Agent by Claremont). In no event shall the Escrow Agent have any duty to investigate, monitor or recalculate any information set forth in any such Claim notice. The Escrow Agent shall have no obligation to act in accordance with the instructions of Claremont (i) to the extent that such instructions request that the Escrow Agent determine the fair market value or actual value of the shares held in escrow, or to determine the amount or value of any Claim or otherwise perform any obligation or duty other --------------------------------------------------------------------------------

Disbursement of Escrow Fund. On a monthly basis, upon completion of any portion of the Repair Items at any Project and the inspection and approval thereof by Transferee, not to be unreasonably withheld or delayed, Transferors shall provide to Escrow Agent and Transferee a written request for disbursement from the Escrow Funds (“Transferors’ Disbursement Notice”) which shall contain the following: (a) The Escrow Agent shall release all or a portion of certificate from the Escrow Fund ONLY upon receipt by the Escrow Agent of Transferors that such Repair Items which have been performed to date have been performed in a letter (the "Escrow Release Letter"), in the form of attached Exhibit B, executed by Claremont good workmanlike and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount lien free manner and in accordance compliance with the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(sall applicable laws, rules and regulations; (b) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary such Repair Items have been completed, copies of all permits or approvals to comply with the extent required from any governmental authority evidencing satisfactory completion of such Escrow Release LetterRepair Items; (c) an interim lien waiver or a final completion affidavit and lien waiver, and shall not be responsible for any delayas applicable, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure contractor or refusal by Claremont to repurchase (as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held in the Escrow Fund shall likewise be disbursed among those listed on Exhibit A, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as to which no claim has been made by Claremont under the Merger Agreement contractors (each a "Claim"))“Contractor”) as to all of such Repair Items; and (d) copies of the contractor’s draw request(s) or invoices for the Repair Items so performed and, if completed, a certification from Transferors stating the total cost of such Repair Items. Unless Transferee shall notify Escrow Agent in writing that it objects to such disbursement within five (5) days of receipt of Transferor’s Disbursement Notice and related documentation, Escrow Agent shall present those questions disburse to Claremont Transferors from the Escrow Fund the amount requested by Transferors in the Transferor’s Disbursement Notice, provided that, in no event shall Escrow Agent be required to disburse any amount in excess of the amount of Escrow Funds then held by Escrow Agent. Upon completion of all Repair Items and submission of all documentation required herein and payment of all costs relating to the Shareholder Representative in writingRepair Items pursuant to this Paragraph and/or Paragraph 5 below, the remaining balance of the Escrow Funds, if any, shall be disbursed to Transferors. TRANSFEREE’S RIGHT TO COMPLETE TRANSFERORS’ WORK. In the event that Transferors have not fully completed any of the Repair Items on or before March 31, 2006, subject to extension for any delays caused by force majeur events as permitted above, then Transferee shall have the right at its option, to hire a contractor to complete such Repair Items not completed by Transferors and shall be entitled to rely entirely upon receive reimbursement for the joint costs and expenses incurred by Transferee in connection with such work. In the event Transferee shall elect to complete any or all of such Repair Items, on a monthly basis, Transferee may submit to Escrow Agent and Transferors a written instructions request for reimbursement of Claremont the costs and expenses incurred by Transferee in connection with its completion of any or all of such Repair Items (the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A “Transferee’s Disbursement Notice”) which shall have no direct right contain the following: (a) a certificate of Transferee certifying as to enforce or dispute the terms completion of this Agreementsuch Repair Items, but may only act as a group through the Shareholder Representative. (b) If an interim lien waiver or a final completion affidavit and lien waiver, as applicable, executed by Transferee’s contractor for the Repair Items completed on behalf of Transferee, (c) copies of all permits or approvals to the extent required from any governmental authority evidencing satisfactory completion of the Repair Items, and (d) copies of the contractor’s draw request(s) or invoices for the Repair Items so completed and a certification from Transferee stating the total cost of such Repair Items. Unless Transferors shall notify Escrow Agent hasin writing that they object to such disbursement within five (5) days of the date of receipt of Transferee’s Disbursement Notice and related documentation, on or before the First Issue Date (as hereinafter defined), received one or more written notices, in the form of attached Exhibit C, from Claremont which (i) specify a particular Claim Claremont has against the Escrow Fund; (ii) identify a particular number of Claremont shares that the Escrow Agent shall retain until further notice against pay to Transferee the Escrow Fundamount requested in the Transferee’s Disbursement Notice, and (iii) confirm that such Claim(s) have not been withdrawn before the First Issue Date, then provided in no event shall Escrow Agent shall withhold from final distribution, pending receipt be required to disburse any amount in excess of an the amount of Escrow Release Letter or court orderFunds then held by Escrow Agent. Upon completion of all Repair Items and submission of all documentation required herein and payment of all costs relating to the Repair Items pursuant to this Paragraph and/or Paragraph 4 above, the number of shares specified in all such written notices of Claim(s) together (but not exceeding the entire remainder remaining balance of the Escrow Fund). "First Issue Date" means that day which is 60 days after the first anniversary of the date on which the Articles of Merger are filed in accordance with the Oregon Business Corporation Act and the Certificate of Merger is filed in accordance with the Ohio Revised Code and accepted by the Secretary of State of Oregon and the Secretary of State of Ohio (which date will Funds, if any, shall be certified in writing disbursed to the Escrow Agent by Claremont). In no event shall the Escrow Agent have any duty to investigate, monitor or recalculate any information set forth in any such Claim notice. The Escrow Agent shall have no obligation to act in accordance with the instructions of Claremont (i) to the extent that such instructions request that the Escrow Agent determine the fair market value or actual value of the shares held in escrow, or to determine the amount or value of any Claim or otherwise perform any obligation or duty other --------------------------------------------------------------------------------Transferors.

Disbursement of Escrow Fund. (a) The On the Closing Date, when the conditions to Closing set forth in Section 10 of the Purchase Agreement have been satisfied, the Company shall so notify each Purchaser. Upon being notified by Purchasers holding not less than twenty-five percent (25%) of the aggregate Adjusted Purchase Price for the Series B Notes and Warrants being purchased on the Closing Date that such Purchasers concur that the conditions to Closing have been satisfied, and provided that no Purchaser has informed the Escrow Agent that such Purchaser believes such conditions have not been met, and pursuant to Section 2.2 of the Purchase Agreement, the Escrow Agent (i) shall disburse to the Company an amount equal to the aggregate Purchase Price for the Series B Notes being purchased at the Closing, as it may be adjusted pursuant to Section 1.4 of the Purchase Agreement, and (ii) shall disburse to each Purchaser the Series B Notes and Warrants to which such Purchaser is entitled. Any funds not disbursed pursuant to this Section 3(a) shall remain in escrow and continue to be part of the Escrow Fund. (b) Upon being notified by the Company that the Exchange Offer will not be consummated, or if the Exchange Offer has not been consummated as of the Termination Date, the Escrow Agent shall release disburse to each Purchaser the Purchase Price deposited by such Purchaser and all or a portion of the Escrow Fund ONLY upon receipt by the Escrow Agent of a letter (the "Escrow Release Letter"), in the form of attached Exhibit B, executed by Claremont and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount and in accordance with the instructions contained in the Escrow Release Letter or such court orderinterest accrued thereon. The Escrow Agent shall submit also disburse to each Purchaser on the certificate(s) representing Termination Date such Purchaser's share of the Escrow Fund remaining in the Escrow Fund following purchases of Series B Notes and Warrants pursuant to the transfer agent specified by Claremont for exchange, as Sections 1.5. (c) If and to the extent necessary any Series B Notes and Warrants are purchased pursuant to comply Section 1.5, the Company shall in each case deposit with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure or refusal by Claremont to repurchase (as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held a Series B Note in the Escrow Fund shall likewise be disbursed among those listed on Exhibit Aname of each Purchaser, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as principal amount to which no claim has been made by Claremont under the Merger Agreement (each a "Claim"))such Purchaser is entitled pursuant to such Section, Escrow Agent shall present those questions to Claremont and the Shareholder Representative Warrant to which such Purchaser is entitled pursuant to such Section, registered in writingthe name of such Purchaser, and shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A shall have no direct right to enforce or dispute the terms of this Agreement, but may only act as a group through the Shareholder Representative. (b) If Escrow Agent has, on or before the First Issue Date (as hereinafter defined), received one or more written notices, in the form of attached Exhibit C, from Claremont which (i) specify a particular Claim Claremont has against the Escrow Fund; (ii) identify a particular number of Claremont shares that the Escrow Agent shall retain until further notice against (i) disburse to the Company from the Escrow FundFund an amount equal to the aggregate Purchase Price of the Series B Notes and Warrants so purchased, and (iiiii) confirm that disburse to each Purchaser the Series B Notes and Warrants to which such Claim(s) have not been withdrawn before the First Issue Date, then Escrow Agent shall withhold from final distribution, pending receipt of an Escrow Release Letter or court order, the number of shares specified in all such written notices of Claim(s) together (but not exceeding the entire remainder of the Escrow Fund). "First Issue Date" means that day which Purchaser is 60 days after the first anniversary of the date on which the Articles of Merger are filed in accordance with the Oregon Business Corporation Act and the Certificate of Merger is filed in accordance with the Ohio Revised Code and accepted by the Secretary of State of Oregon and the Secretary of State of Ohio (which date will be certified in writing to the Escrow Agent by Claremont). In no event shall the Escrow Agent have any duty to investigate, monitor or recalculate any information set forth in any such Claim notice. The Escrow Agent shall have no obligation to act in accordance with the instructions of Claremont (i) to the extent that such instructions request that the Escrow Agent determine the fair market value or actual value of the shares held in escrow, or to determine the amount or value of any Claim or otherwise perform any obligation or duty other --------------------------------------------------------------------------------entitled.

Disbursement of Escrow Fund. (a) The Escrow Agent shall release all will pay to Executive to the extent available out of the Escrow Fund the sum of $50,000 per month (the “Installment Payments”) commencing on [the first day of the first month after execution of this Escrow Agreement] and on each of first day of each month thereafter until such time as it has disbursed the entire balance of the Escrow Fund. Notwithstanding the foregoing, if there is an unresolved Company Release Notice or Escrow Release Notice (each as defined below) pending on the day a payment is due under this paragraph (a), Escrow Agent will not disburse any portion of the Escrow Fund ONLY upon receipt by the Escrow Agent of a letter (the "Escrow to Company or Executive until such Release Letter"), in the form of attached Exhibit B, executed by Claremont and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount and in accordance with the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(s) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary to comply with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure or refusal by Claremont to repurchase (Notice has been resolved as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held in the Escrow Fund shall likewise be disbursed among those listed on Exhibit A, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as to which no claim has been made by Claremont under the Merger Agreement (each a "Claim")), Escrow Agent shall present those questions to Claremont and the Shareholder Representative in writing, and shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A shall have no direct right to enforce or dispute the terms of this Agreement, but may only act as a group through the Shareholder Representative. (b) If Escrow Agent has, on or before the First Issue Date (as hereinafter defined), received one or more written notices, in the form of attached Exhibit C, from Claremont which Company believes that (i) specify a particular Claim Claremont Executive has against terminated his employment (other than due to his death or permanent disability) prior to the Escrow Fund; (ii) identify a particular number completion of Claremont shares the Continuation Period or that Executive’s employment has been terminated by the Escrow Agent shall retain until further notice against Successor during the Continuation Period for grounds that would constitute Gross Cause under the ESU Agreement, and that it is therefore entitled to the Escrow Fund, and or (iiiii) confirm that such Claim(s) have not been withdrawn before it is entitled to a disbursement of the First Issue DateEscrow Fund pursuant to Section 5.2 of the ESU Agreement, then Company may give notice to Escrow Agent shall withhold from final distribution, pending receipt of an describing such event in reasonable detail and directing Escrow Release Letter Agent to release the Escrow Fund or court order, the number of shares specified in all such written notices of Claim(s) together (but not exceeding the entire remainder excess amount of the Escrow Fund, as the case may be, to Company (the “Company Release Notice”). "First Issue Date" means that day Escrow Agent will promptly notify Executive of its receipt of the Company Release Notice, which is 60 notice will include a copy thereof. Escrow Agent will release the Escrow Fund (or the requested portion thereof) to Company unless within 30 days after the first anniversary giving of such notice by Escrow Agent, Escrow Agent receives a notice from Executive (which will concurrently be sent by Executive to Company) objecting to such release (an “Executive Objection Notice”) within 30 days after the giving of such notice by Escrow Agent, Escrow Agent shall release the Escrow Fund (or the applicable portion thereof) to Company. Notwithstanding anything to the contrary contained herein, a Company Release Notice may be given by fax to Escrow Agent at (___) ___-___, attention ___. (c) If (x) Executive believes that (i) he has completed his services for the Successor for the entire Continuation Period; or (ii) his employment by the Successor has terminated prior to the completion of the date on entire Continuation Period due to his permanent disability or as a result of termination by the Successor for grounds that would not constitute Gross Cause under the ESU Agreement and that he is therefore entitled to the Escrow Fund, or (y) Executive dies during the Continuation Period, Executive or the representatives of his estate (the “Representatives”), as the case may be, may give notice to Escrow Agent describing such event in reasonable detail and directing Escrow Agent to release the Escrow Fund to Executive or the Representatives, as the case may be (the “Executive Release Notice”). Escrow Agent will promptly notify Company of its receipt of the Executive Release Notice, which notice will include a copy thereof. Escrow Agent will release the Articles Escrow Fund to Executive or the Representatives, as the case may be, unless within 30 days after the giving of Merger are filed such notice by Escrow Agent, Escrow Agent receives a notice from Company (which will concurrently be sent by Company to Executive or the Representatives, as the case may be) objecting to such release (a “Company Objection Notice”). Notwithstanding anything to the contrary contained herein, the Executive Release Notice may be given by fax to Escrow Agent at (___) ___-___, attention ___. (d) If, following the giving of an Objection Notice, Executive or the Representatives, as the case may be, and Company resolve the dispute between them, they will jointly notify Escrow Agent of such determination (the “Joint Notice”) and Escrow Agent will follow the directions set forth in the Joint Notice. If Executive or the Representatives, as the case may be, and Company do not resolve the dispute within 20 days after the giving of the Objection Notice, the dispute will be resolved by arbitration, in Nassau County, New York, before a panel of three arbitrators in accordance with the Oregon Business Corporation Act Commercial Rules of the American Arbitration Association then obtaining. The determination by the arbitrators will be binding upon the parties and will establish whether the Certificate Objection Notice should be honored, as well as the manner in which the parties will pay the fees and expenses of Merger is filed such arbitration (including the reasonable fees of counsel to the parties). The arbitrators will promptly deliver to Executive or the Representatives, as the case may be, Company, and Escrow Agent an award (the “Award”) setting forth their determination. (e) As promptly as may be practical after either (i) the 10th day following the giving of a Release Notice as to which no timely Objection Notice has been given pursuant to Section 3(a) or 3(b) hereof, as the case may be, or (ii) receipt by Escrow Agent of a Joint Notice or Award pursuant to Section 3(d), Escrow Agent will deliver the Escrow Fund or the applicable portion thereof in accordance with the Ohio Revised Code and accepted by the Secretary of State of Oregon and the Secretary of State of Ohio (which date will be certified in writing to the Escrow Agent by Claremont). In no event shall the Escrow Agent have any duty to investigate, monitor or recalculate any information directions set forth in any such Claim notice. The Escrow Agent shall have no obligation to act in accordance with the instructions of Claremont (i) to the extent that such instructions request that the Escrow Agent determine the fair market value said undisputed Release Notice, Joint Notice or actual value of the shares held in escrow, or to determine the amount or value of any Claim or otherwise perform any obligation or duty other --------------------------------------------------------------------------------Award.

Disbursement of Escrow Fund. On a monthly basis, upon completion of any portion of the Repair Items at any Project and the inspection and approval thereof by Transferee, not to be unreasonably withheld or delayed, Transferors shall provide to Escrow Agent and Transferee a written request for disbursement from the Escrow Funds ("Transferors' Disbursement Notice") which shall contain the following: (a) The Escrow Agent shall release all or a portion statement of the Escrow Fund ONLY upon receipt by amount of the Escrow Agent of requested Disbursement; (b) a letter (certificate from the "Escrow Release Letter"), Transferors that such Repair Items which have been performed to date have been performed in the form of attached Exhibit B, executed by Claremont a good workmanlike and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount lien free manner and in accordance compliance with the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(sall applicable laws, rules and regulations; (c) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary such Repair Items have been completed, copies of all permits or approvals to comply with the extent required from any governmental authority evidencing satisfactory completion of such Escrow Release LetterRepair Items; (d) an interim lien waiver or a final completion affidavit and lien waiver, and shall not be responsible for any delayas applicable, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure contractor or refusal by Claremont to repurchase (as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held in the Escrow Fund shall likewise be disbursed among those listed on Exhibit A, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as to which no claim has been made by Claremont under the Merger Agreement contractors (each a "ClaimContractor"))) as to all of such Repair Items; and (e) copies of the contractor's draw request(s) or invoices for the Repair Items so performed and, if completed, a certification from Transferors stating the total cost of such Repair Items; and (f) shall certify to Escrow Agent the date that Transferors delivered the aforesaid items to Transferee. Unless Transferee shall notify Escrow Agent in writing that it objects to such disbursement within five (5) days of the certified date of delivery of Transferor's Disbursement Notice to Transferee and related documentation, Escrow Agent shall present those questions disburse to Claremont and Transferors from the Shareholder Representative Escrow Fund the amount requested by Transferors in writingthe Transferor's Disbursement Notice, and provided that, in no event shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A shall have no direct right to enforce or dispute the terms of this Agreement, but may only act as a group through the Shareholder Representative. (b) If Escrow Agent has, on or before be required to disburse any amount in excess of the First Issue Date (as hereinafter defined), received one or more written notices, in amount of Escrow Funds then held by Escrow Agent. Upon completion of all Repair Items and submission of all documentation required herein and payment of all costs relating to the form of attached Exhibit C, from Claremont which (i) specify a particular Claim Claremont has against the Escrow Fund; (ii) identify a particular number of Claremont shares that the Escrow Agent shall retain until further notice against the Escrow Fund, and (iii) confirm that such Claim(s) have not been withdrawn before the First Issue Date, then Escrow Agent shall withhold from final distribution, pending receipt of an Escrow Release Letter or court orderRepair Items pursuant to this Paragraph and/or Paragraph 5 below, the number of shares specified in all such written notices of Claim(s) together (but not exceeding the entire remainder remaining balance of the Escrow Fund). "First Issue Date" means that day which is 60 days after the first anniversary of the date on which the Articles of Merger are filed in accordance with the Oregon Business Corporation Act and the Certificate of Merger is filed in accordance with the Ohio Revised Code and accepted by the Secretary of State of Oregon and the Secretary of State of Ohio (which date will Funds, if any, shall be certified in writing disbursed to the Escrow Agent by Claremont). In no event shall the Escrow Agent have any duty to investigate, monitor or recalculate any information set forth in any such Claim notice. The Escrow Agent shall have no obligation to act in accordance with the instructions of Claremont (i) to the extent that such instructions request that the Escrow Agent determine the fair market value or actual value of the shares held in escrow, or to determine the amount or value of any Claim or otherwise perform any obligation or duty other --------------------------------------------------------------------------------Transferors.

Disbursement of Escrow Fund. (a) The Escrow Agent Fund shall release all or a portion of the Escrow Fund ONLY upon receipt be held by the Escrow Agent and not disbursed until one of the following events has occurred, in which event the Escrow Agent is authorized and directed to disburse the Escrow Fund, or a letter (the "Escrow Release Letter")portion thereof, in the form manner indicated: (a) In the event SoftNet believes that a set off against the Escrow Shares for Indemnifiable Damages (as defined in the Shareholders Agreement) is appropriate in accordance with the terms of attached Exhibit Bthe Shareholders Agreement and neither Mauran or Oosthuizen have disputed the setoff claim within twenty (20) xxxiness days from receipt of the Notice of Contest (as defined in the Shareholders Agreement), executed by Claremont and the Shareholder Representative, or upon receipt of a court orderwritten statement from SoftNet indicating that SoftNet is exercising its right of setoff, and then ONLY that neither Mauran or Oosthuizen have disputed the setoff claim within the noticx xxxxod specified in the amount Shareholders Agreement and the number of Escrow Shares to be released, the Escrow Agent is authorized and directed to disburse the Escrow Shares as directed in the written statement from SoftNet. (b) In the event either Mauran or Oosthuizen timely disputes a setoff claim and the dispute xx xxxmitted to arbitration in accordance with Section 6(iii) of the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(s) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary to comply with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shallShareholders Agreement, upon receipt of the purchase price from Claremont for such fractional sharesarbitrator's written decision, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure or refusal is authorized and directed to disburse the Escrow Shares as directed in the arbitrator's written decision. (c) Upon receipt of a written direction signed by Claremont to repurchase SoftNet, Mauran and Oosthuizen, the Escrow Agent is authorized and directed tx xxxxurse the Escrow Shares as directed in such joint direction. (as provided above), or to determine whether d) In the price offered and paid by Claremont is the then-current market value. Any cash held event there are Escrow Shares remaining in the Escrow Fund shall likewise be disbursed among those listed on Exhibit ASeptember 15, in the proportions there shown in accordance with the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning the proper final distribution of the Escrow Fund (as to which no claim has been made by Claremont under the Merger Agreement (each a "Claim")), Escrow Agent shall present those questions to Claremont 1997 and the Shareholder Representative in writing, and shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals set forth on Exhibit A shall have no direct right to enforce or dispute the terms of this Agreement, but may only act as a group through the Shareholder Representative. (b) If Escrow Agent has, on or before the First Issue Date (as hereinafter defined), received one or more written notices, in the form of attached Exhibit C, from Claremont which (i) specify a particular Claim Claremont has against the Escrow Fund; (ii) identify a particular number of Claremont shares that the Escrow Agent shall retain until further notice against has not been notified of any outstanding setoff claims by SoftNet, the Escrow Fund, Agent is authorized and (iii) confirm that such Claim(s) have not been withdrawn before directed to disburse the First Issue Date, then remaining Escrow Agent shall withhold from final distribution, pending receipt of an Escrow Release Letter or court order, Shares to Mauran and Oosthuizen in proportion to the number of shares specified placed ix xxx Escrow Fund by Mauran and Oosthuizen, respectively, or as otherwise designated in all such written notices of Claim(swxxxxxx by Mauran and Oosthuizen. (e) together (but not exceeding In the entire remainder of event there are Escrow Xxxxxs remaining in the Escrow Fund). "First Issue Date" means that day which is 60 days after the first anniversary of the date Fund on which the Articles of Merger are filed in accordance with the Oregon Business Corporation Act September 15, 1997 and the Certificate of Merger is filed in accordance with the Ohio Revised Code and accepted by the Secretary of State of Oregon and the Secretary of State of Ohio (which date will be certified in writing to the Escrow Agent has been notified of outstanding setoff claims by Claremont). In no event shall SoftNet, the Escrow Agent have any duty will retain sufficient Escrow Shares to investigatecover the outstanding setoff claims, monitor and is authorized and directed to disburse the remaining Escrow Shares to Mauran and Oosthuizen in proportion to the number of shares placed ix xxx Escrow Fund by Mauran and Oosthuizen, respectively, or recalculate any information set forth as otherwise designated in any such Claim noticewxxxxxx by Mauran and Oosthuizen. The Escrow Agent shall have no obligation to act is authorized and directed xx xxxburse the retained Escrow Shares in accordance with the instructions of Claremont (i) to written directions signed by SoftNet, Mauran and Oosthuizen or (ii) the extent that such instructions request that the Escrow Agent determine the fair market value or actual value of the shares held in escrow, or to determine the amount or value of any Claim or otherwise perform any obligation or duty other --------------------------------------------------------------------------------arbitrator's written decision.

Disbursement of Escrow Fund. Escrow Agent shall disburse funds from the Escrow Fund as follows: (a) The Escrow Agent shall release all or a portion of Landlord and Tenant agree that the Escrow Fund ONLY upon receipt by will be used to complete the Escrow Agent of a letter (the "Escrow Release Letter"), in the form of attached Exhibit B, executed by Claremont and the Shareholder Representative, or upon receipt of a court order, and then ONLY in the amount and in accordance with the instructions contained in the Escrow Release Letter or such court order. The Escrow Agent shall submit the certificate(s) representing the Escrow Fund to the transfer agent specified by Claremont for exchange, as and to the extent necessary to comply with any such Escrow Release Letter, and shall not be responsible for any delay, action or omission by the transfer agent in that connection. The Escrow Agent shall tender all fractional shares of Claremont common stock resulting from the instructions in the Escrow Release Letter to Claremont who shall itself repurchase those shares at then-current market value, and shall, upon receipt of the purchase price from Claremont for such fractional shares, disburse their value in cash to those individuals listed on the attached Exhibit B who would have received the fractional share. In no event shall the Escrow Agent have any liability for any failure or refusal by Claremont to repurchase (as provided above), or to determine whether the price offered and paid by Claremont is the then-current market value. Any cash held in the Escrow Fund shall likewise be disbursed among those items listed on Exhibit “A, in ”. To the proportions there shown in accordance with extent Tenant fails to complete the instructions contained in an Escrow Release Letter or court order. In case of any questions concerning items listed on Exhibit “A” during the proper final distribution term of the Escrow Fund (Lease and as to which no claim has been made by Claremont under the Merger Agreement (each a "Claim")), Escrow Agent shall present those questions to Claremont and the Shareholder Representative in writing, and shall be entitled to rely entirely upon the joint written instructions of Claremont and the Shareholder Representative in resolving those questions. The individuals more particularly set forth on Exhibit A Article 8 of the Lease, then Landlord shall have no direct the right to enforce or dispute retain and use the terms of this Agreement, but may only act as a group through remaining Escrow Funds in whatever manner Landlord determines after the Shareholder RepresentativeLease has ended. (b) If Escrow Agent hasOne (1) time per month, Tenant may, no later than the 15th day of each month, submit monthly draw requests in connection with the items set forth on or before Exhibit “A” that Landlord has approved per Section 8 of the First Issue Date (as hereinafter defined), received one or more written notices, in the form of attached Exhibit C, from Claremont which (i) specify a particular Claim Claremont has against the Escrow Fund; (ii) identify a particular number of Claremont shares that the Lease. Escrow Agent shall retain until further notice against the Escrow Fund, and (iii) confirm that make such Claim(s) have not been withdrawn before the First Issue Date, then Escrow Agent shall withhold from final distribution, pending receipt of an Escrow Release Letter or court order, the number of shares specified in all such written notices of Claim(s) together (but not exceeding the entire remainder of the Escrow Fund). "First Issue Date" means that day which is 60 days after the first anniversary of the date on which the Articles of Merger are filed in accordance with the Oregon Business Corporation Act and the Certificate of Merger is filed in accordance with the Ohio Revised Code and accepted by the Secretary of State of Oregon and the Secretary of State of Ohio (which date will be certified in writing disbursements to the Escrow Agent by Claremont). In no event shall the Escrow Agent have any duty to investigate, monitor or recalculate any information Tenant as set forth in any such Claim noticedraw request within five (5) days after receipt of Landlord’s approval of the draw request, which approval shall not be unreasonably withheld, conditioned or delayed. The Landlord agrees to review disbursement requests in a expeditious manner. Escrow Agent’s sole duty shall be to disburse payments upon receipt of written approval from Landlord. (c) Escrow Agent shall have no obligation duty to act in accordance with the instructions of Claremont (i) inquire as to the extent that such instructions request that application of any disbursed monies from the Escrow Agent determine Fund, including whether or not expenses have actually been paid for the fair market value approved work or actual value of the shares held in escrow, whether or to determine the amount or value of any Claim or otherwise perform any obligation or duty other --------------------------------------------------------------------------------not appropriate releases have been delivered.