Common use of Disbursement of the Escrow Fund Clause in Contracts

Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse the amounts from time to time on deposit in the Escrow Fund as follows: (a) with respect to an Escrow Claim for indemnity under Section 8.10 of the Purchase Agreement, (i) the Escrow Claim shall be paid not more than one (1) Business Day after receipt by the Escrow Agent of instructions contained in a joint written consent or agreement of the Seller and the Purchaser to the payment of such Escrow Claim, specifying the amount thereof and containing instructions for payment; or (ii) the Escrow Claim shall be paid not more than two (2) Business Days after receipt by the Escrow Agent of instructions contained in a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof and containing instructions for payment. For the avoidance of doubt, except for funds to be released to the Seller pursuant to Section 8.10(b), no Escrow Funds shall be released from the Escrow Account without either a joint written consent or agreement of the Seller and the Purchaser or a Final Decision. (b) As soon as practicable following (and in any event, within one (1) Business Day after) the Release Date, the Escrow Agent shall automatically distribute to the Seller, or its designees, an amount, if greater than zero, equal to (i) the balance of the Escrow Fund less (ii) the amount of all Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date but which remain unresolved as of such date and/or unsatisfied amount(s) owed to the Purchaser from the Escrow Fund as of such date. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) by the Purchaser on or prior to the Release Date and remain unresolved on the Release Date, the escrow shall continue until the resolution of such Escrow Claims pursuant to the terms of the Purchase Agreement, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund up to the amount of the outstanding and unresolved Escrow Claims pursuant to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable to the Purchaser or any Purchaser Indemnified Party pursuant to Article 8, the Escrow Agent shall distribute to the Seller, or its designee, the balance, if any, of the Escrow Fund.

Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] December 31, 2018 (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse the amounts from time to time on deposit in the Escrow Fund as follows: (a) with respect to an Escrow Claim for indemnity under Section 8.10 of the Purchase Agreement, (i) the Escrow Claim shall be paid not more than one (1) Business Day after receipt by the Escrow Agent of instructions contained in a joint written consent or agreement of the Seller and the Purchaser to the payment of such Escrow Claim, specifying the amount thereof and containing instructions for payment; or (ii) the Escrow Claim shall be paid not more than two (2) Business Days after receipt by the Escrow Agent of instructions contained in a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof and containing instructions for payment. For the avoidance of doubt, except for funds to be released to the Seller pursuant to Section 8.10(b), no Escrow Funds shall be released from the Escrow Account without either a joint written consent or agreement of the Seller and the Purchaser or a Final Decision. (b) As soon as practicable following (and in any event, within one (1) Business Day after) the Release Date, the Escrow Agent shall automatically distribute to the Seller, or its designees, an amount, if greater than zero, equal to (i) the balance of the Escrow Fund less (ii) the amount of all Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date but which remain unresolved as of such date and/or unsatisfied amount(s) owed to the Purchaser from the Escrow Fund as of such date. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) by the Purchaser on or prior to the Release Date and remain unresolved on the Release Date, the escrow shall continue until the resolution of such Escrow Claims pursuant to the terms of the Purchase Agreement, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund up to the amount of the outstanding and unresolved Escrow Claims pursuant to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable to the Purchaser or any Purchaser Indemnified Party pursuant to Article 8, the Escrow Agent shall distribute to the Seller, or its designee, the balance, if any, of the Escrow Fund.

Disbursement of the Escrow Fund. The Escrow Deposit portion of the Escrow Fund shall secure the obligations with respect obligation of the Shareholder to all amounts payable to pay the Purchaser pursuant to amount of any Working Capital Deficit under Section 3.4(d) of the Purchase Agreement and the amount of any indemnification obligation of the Shareholder under Article 8 XI of the Purchase Agreement. The foregoing obligations being secured Separation Costs Deposit portion of the Escrow Fund represents a deposit by the Company for the payment of Separation Costs to Separated Persons under Section 7.8(c) of the Purchase Agreement. Capitalized Terms used herein, but not defined herein, shall have the meanings given such terms in the Purchase Agreement. (a) In the event that the Escrow Agent receives a joint written instruction signed by the Purchaser and the Shareholder directing the disbursement of all or part of the Escrow Fund, the Escrow Agent shall disburse the Escrow Fund in accordance with such instruction. The Escrow Agent shall rely conclusively and without inquiry on any information contained in such instruction. (b) In the event that the Escrow Agent receives a written instruction signed by the Purchaser directing the disbursement of all or part of the Separation Costs Deposit, the Escrow Agent shall disburse the Separation Costs Deposit in accordance with such instruction. The Escrow Agent shall rely conclusively and without inquiry on any information contained in such instruction. At the time any such instruction is provided to the Escrow Agent, the Purchaser shall provide a copy of such instruction to the Shareholder. (c) Other than pursuant to Section 2.3(a) or (b), a disbursement of the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims subject to compliance with the following procedures: (i) in the event that a Purchaser Indemnified Party desires to make a claim against the Escrow Fund may be made by on account of, or with respect to, the Purchaser, on its own behalf or on behalf obligation of the Shareholder to pay the amount of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity Working Capital Deficit under Section 8.1 3.4(d) of the Purchase Agreement or the amount of any indemnification obligation of the Shareholder under Article XI of the Purchase Agreement (a “Claim”), it shall notify the Escrow Agent and the Shareholder in writing (a “Notice of Claim”), which notice shall set forth with reasonable specificity (A) a description of the Claim and (B) the amount owed by the Shareholder with respect to such Claim, to the extent then known by the Purchaser intends Indemnified Party or, if not known, as estimated in good faith by the Purchaser Indemnified Party. (ii) In the event that the Shareholder disputes that the Purchaser Indemnified Party is entitled to seek recovery of be paid by the Escrow Agent all or any portion of the amounts set forth in such claim against Notice of Claim, the Shareholder shall notify the Escrow Agent and the Purchaser Indemnified Party of such dispute in writing within thirty (30) days after the Escrow Agent’s and the Shareholder’s receipt of the Notice of Claim. If no such written notice of dispute is received by the Escrow Agent within thirty (30) days after the Escrow Agent and the Shareholder have received a Notice of Claim, the Escrow Agent shall release from the Escrow Deposit portion of the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, and deliver to the extent known at Purchaser Indemnified Party identified in such time, (i) describe the Escrow Notice of Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate amount of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security thereforClaim specified therein. The Escrow Agent shall disburse the amounts from time be entitled to time on deposit in assume, without inquiry, that any signatory to a Notice of Claim identified therein as a “Purchaser Indemnified Party” is a Purchaser Indemnified Party. For all purposes of this Agreement, the Escrow Fund Agent shall be entitled to assume, without inquiry, that any signatory to a notice identified therein as follows:a “Shareholder” is the Shareholder. (aiii) with respect to an Escrow In the event that the Shareholder disputes the Claim for indemnity under Section 8.10 of by the Purchase Agreement, (i) Purchaser Indemnified Party and the Shareholder provides the Escrow Claim shall be paid not more than one Agent and the Purchaser Indemnified Party with written notice of such dispute within thirty (130) Business Day days after receipt by the Escrow Agent of instructions contained in a joint written consent or agreement and the Shareholder of the Seller and the Purchaser to the payment Notice of such Escrow Claim, specifying the amount thereof and containing instructions for payment; or (ii) the Escrow Claim shall be paid not more than two (2) Business Days after receipt by the Escrow Agent of instructions contained in a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof and containing instructions for payment. For the avoidance of doubt, except for funds to be released to the Seller pursuant to Section 8.10(b), no Escrow Funds shall be released from the Escrow Account without either a joint written consent or agreement of the Seller and the Purchaser or a Final Decision. (b) As soon as practicable following (and in any event, within one (1) Business Day after) the Release Date, the Escrow Agent shall automatically distribute not pay the Claim except as it may be directed (A) solely as to the Seller, or its designees, an amount, if greater than zero, equal to (i) the balance of the Escrow Fund less (ii) the amount of all Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date but which remain unresolved as of such date and/or unsatisfied amount(sany Working Capital Deficit under Section 3.4(d) owed to the Purchaser from the Escrow Fund as of such date. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) by the Purchaser on or prior to the Release Date and remain unresolved on the Release Date, the escrow shall continue until the resolution of such Escrow Claims pursuant to the terms of the Purchase Agreement, by a notice in writing signed by the Purchaser or the Shareholder, which party shall provide concurrently a copy of the notice to the other party hereunder, enclosing a copy of the Accounting Referee’s written determination of the Working Capital Schedule and during the Working Capital Surplus or Working Capital Deficit, if any, based thereon, (B) as to any other claim, by a notice in writing signed by the Purchaser or the Shareholder, which party shall provide concurrently a copy of the notice to the other party hereunder, enclosing a copy of a final order, decree or judgment entered by a court or arbitral body of competent jurisdiction, certified by the Clerk (or equivalent officer) of such continuancecourt or arbitral body (the time for appeal having expired and no appeal having been perfected) directing the manner in which the amount of the Claim shall be distributed to the Purchaser Indemnified Party and/or the Shareholder, or (C) by a notice in writing signed jointly by the Purchaser Indemnified Party and the Shareholder. Such disputed Claims are hereinafter referred to as “Disputed Unpaid Claims.” For purposes hereof, Disputed Unpaid Claims will be deemed to have been resolved upon the Escrow Agent paying the Claim in accordance with clause (A), (B) or (C) above or determining that the Purchaser Indemnified Party is not entitled to be paid by the Escrow Agent any amount set forth in the Notice of Claim in accordance with clause (A), (B) or (C) above. For purposes of this Agreement, the Escrow Agent shall continue rely conclusively and without inquiry on any document purporting to hold be a determination by the Escrow Fund up to the amount Accounting Referee of the outstanding and unresolved Escrow Claims pursuant to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable to the Purchaser or any Purchaser Indemnified Party pursuant to Article 8, the Escrow Agent shall distribute to the Seller, or its designee, the balance, if any, of the Escrow FundFinal Working Capital Schedule.

Disbursement of the Escrow Fund. The Escrow Fund shall (i) secure the Seller’s obligations with respect to all amounts payable pursuant to the Purchaser pursuant to indemnification obligations set forth in Article 8 XI of the Purchase Agreement; and (ii) secure any amounts owed by Seller with respect to any adjustment to the Purchase Price not paid by Seller when due. The Any claim with respect to the foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, and collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation recoverable Losses and Expenses under Article XI of the Seller Purchase Agreement or to make the determination of any payments pursuant to Negative Working Capital Adjustment, if any under the Purchase Agreement, but shall solely provide the Purchaser Buyer security therefor. The Escrow Agent shall disburse the amounts from time to time-to-time on deposit in the Escrow Fund as follows: (a) : with respect to an Escrow Claim for indemnity under Section 8.10 Claim, promptly following receipt of the Purchase Agreement, (i) the Escrow Claim shall be paid not more than one (1) Business Day after receipt by the Escrow Agent of instructions contained in a joint written consent or agreement of the Buyer and Seller and the Purchaser to the payment of such Escrow Claim, specifying the amount thereof and containing instructions for payment; or thereof, or (ii) the Escrow Claim shall be paid not more than two (2) Business Days after receipt by the Escrow Agent of instructions contained in a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof and containing instructions for payment. For the avoidance of doubt, except for funds to be released to the Seller pursuant to Section 8.10(b), no Escrow Funds shall be released from the Escrow Account without either a joint written consent or agreement of the Seller and the Purchaser or a Final Decision. (b) As soon as practicable following (and in any event, within one (1) Business Day after) the Release Datethereof, the Escrow Agent shall automatically distribute shall, upon the written request of Xxxxx, disburse to the Seller, or its designees, Buyer an amount, if greater than zero, amount equal to (i) the balance of the Escrow Fund less (ii) the amount of all such Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date but which remain unresolved as of such date and/or unsatisfied amount(s) owed to the Purchaser from the Escrow Fund as of such dateClaim. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) Agent by the Purchaser on or prior to the Release Date Xxxxx and remain unresolved on the Release Date, the escrow shall continue until the resolution of such Escrow Claims pursuant to the terms of the Purchase Agreement, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund up to the amount of the outstanding and unresolved Escrow Claims pursuant to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable to the Purchaser or any Purchaser Indemnified Party pursuant to Article 8, the Escrow Agent shall distribute to the Seller, or its designee, the balance, if any, of the Escrow Fund.date which is eighteen

Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by Except as otherwise provided in this Section 2, the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims against remain in existence from the Escrow Fund may be made by Closing until the Purchaser, on its own behalf or on behalf eighteen (18) month anniversary of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] the date of this Agreement (the “Release Termination Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse continue to hold the amounts Escrow Fund in its possession until authorized hereunder to make distributions from time to time on deposit in the Escrow Fund. The Escrow Agent shall distribute the Escrow Fund as follows: (a) with respect If, at any time on or prior to the Termination Date, ABIOMED wishes to make a claim (each, an Indemnification Claim) against the Escrow Claim Fund for indemnity which it reasonably believes it is entitled to recovery under Section 8.10 Article IX of the Purchase Agreement,, ABIOMED shall execute and deliver to the Escrow Agent (with a copy being sent simultaneously to the Stockholders’ Representative pursuant to Article IX of the Purchase Agreement) a written notice asserting a claim for indemnification against the Stockholders in accordance with Article IX of the Purchase Agreement (a “Claim Notice”; and the right of indemnity asserted in a Claim Notice being hereinafter referred to as a “Claim”) stating: (i) the dollar amount of the Claim and the number of shares of ABIOMED Common Stock held in the Escrow Fund to be applied to satisfy such Claim, determined after giving effect to the provisions of Article IX of the Purchase Agreement (including the method of calculating the value of a share of ABIOMED Common Stock) (the “Claimed Amount”), (ii) the Claim meets the applicable threshold requirement of Section 9.5 of the Purchase Agreement (the “Threshold Requirement”) and (iii) the nature and description of such Claim in reasonable detail (to the extent known); provided, however, the following shall apply: (i) In order to be effective hereunder, a Claim Notice delivered to the Escrow Agent pursuant to this Section 2(a) must (A) set forth the nature and description of such Claim shall (to the extent known), the Claimed Amount (and the application of the Threshold Requirement to the determination thereof), and the basis for ABIOMED’s request for indemnification and (B) be paid not more than one (1) Business Day after receipt received by the Escrow Agent of instructions contained in a joint written consent or agreement of the Seller and the Purchaser Stockholders’ Representative on or prior to the payment close of such Escrow Claim, specifying business on the amount thereof and containing instructions for payment; orTermination Date; (ii) the If, following Escrow Agent’s receipt of any Claim shall be paid not more than two (2) Business Days after receipt Notice by ABIOMED pursuant to this Section 2(a), the Escrow Agent either (A) receives written notification from the Stockholders’ Representative that the Claim and the Claimed Amount is not disputed or (B) does not receive a notice from the Stockholders’ Representative within twenty (20) days of instructions contained in receipt of the Claim Notice indicating that a “Final Decision” (as defined below) dispute exists with respect to such Escrow the Claim, specifying then the amount thereof and containing instructions for payment. For Escrow Agent shall, within five (5) days after the avoidance earlier of doubtthe receipt of the notice referred to in clause (A) of this paragraph or following the expiration of the twenty (20) day period referred to in clause (B) of this paragraph, except for funds deliver to be released ABIOMED from the Escrow Fund, through instruments of transfer reasonably satisfactory to ABIOMED, certificates representing a number of shares of ABIOMED Common Stock equal to the Seller Claimed Amount but not in excess of the Escrow Fund, or, if the Claimed Amount shall be greater than the remaining portion of the Escrow Fund, the balance of the Escrow Fund; and (iii) If, within twenty (20) days of the Escrow Agent’s receipt of a Claim Notice, the Escrow Agent receives written notification from the Stockholders’ Representative that (A) such Claim is disputed or (B) that such Claim is only partially disputed and that ABIOMED is only entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”), then the Escrow Agent shall within five (5) days after the receipt of the notice referred to in clause (B) of this paragraph, deliver to ABIOMED from the Escrow Fund through instruments of transfer reasonably satisfactory to ABIOMED certificates representing a number of shares of ABIOMED Common Stock equal to the Agreed Amount, but not in excess of the Escrow Fund, or, if the Agreed Amount shall be greater than the remaining portion of the Escrow Fund, the balance of the Escrow Fund. (iv) If, within twenty (20) days of the Escrow Agent’s receipt of a Claim Notice, the Escrow Agent receives written notification from the Stockholders’ Representative that it disputes all or any portion of a Claim, such dispute shall be resolved pursuant to Section 8.10(b3 hereof. Within five (5) days after the Stockholders’ Representative and ABIOMED resolve a dispute with respect to the Claimed Amount in the form of a memorandum pursuant to Section 3(a), no a settlement agreement pursuant to Section 3(b), or by obtaining a final order of Arbitrators pursuant to Section 3(b), and such memorandum, settlement agreement or order provides that ABIOMED is entitled to be indemnified for any portion of the Claimed Amount, the Escrow Funds Agent shall be released deliver to ABIOMED from the Escrow Account without either Fund through instruments of transfer reasonably satisfactory to ABIOMED certificates representing a joint written consent or agreement number of shares of ABIOMED Common Stock equal to the such portion of the Seller and Claimed Amount, but not in excess of the Purchaser or a Final DecisionEscrow Fund, or, if such portion of the Claimed Amount shall be greater than the remaining portion of the Escrow Fund, the balance of the Escrow Fund. (b) As soon Any distribution of shares of ABIOMED Common Stock to satisfy an ABIOMED Claim pursuant to Section 2(a) hereof shall be deducted from the respective Accounts of each Stockholder in proportion to each Stockholder’s pro rata portion set forth on Exhibit A hereto (“Pro Rata Portion”), provided, however, that, if the Account of a Stockholder does not contain shares of ABIOMED Common Stock sufficient to pay such Stockholder’s Pro Rata Portion of such ABIOMED Claim (as practicable following (a result of a Claim based on a breach of a representation set forth in Section 4.1 of the Purchase Agreement) and other shares of ABIOMED Common Stock remain in any event, within one (1) Business Day after) the Release Date, the Escrow Agent Fund, then such other shares of ABIOMED Common Stock shall automatically distribute be deducted from the respective Accounts of the other Stockholders to satisfy such ABIOMED Claim in proportion to the Seller, or its designees, an amount, if greater than zero, equal amount that each such other Stockholder’s Pro Rata Portion bears to (i) the balance of the Escrow Fund less (ii) the amount total Pro Rata Portions of all Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date but which remain unresolved as of such date and/or unsatisfied amount(s) owed to the Purchaser from the Escrow Fund as of such dateother Stockholders. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) by the Purchaser event of a Claim based on or prior to the Release Date and remain unresolved on the Release Date, the escrow shall continue until the resolution a breach of such Escrow Claims pursuant to the terms a representation set forth in Section 4.1 of the Purchase Agreement, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund up to the amount of the outstanding and unresolved Escrow Claims pursuant to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable to the Purchaser or any Purchaser Indemnified Party pursuant to Article 8Agreement by a particular Stockholder, the Escrow Agent shall distribute to ABIOMED only those shares of ABIOMED Common Stock held in the SellerEscrow Fund and credited to the Account of the Stockholder who is responsible for such Claim, as such Stockholder is identified in the award, agreement or its designeenotice delivered to the Escrow Agent pursuant to Section 2(a) hereof. (c) Promptly following the Termination Date, the Escrow Agent shall, on receipt of written notice from ABIOMED or the Stockholders’ Representative, distribute to the Stockholders’ Representative on behalf of the Stockholders the entire then remaining balance, if any, of the Escrow Fund, that is in excess of the aggregate Claimed Amounts specified in all Claim Notices which, on or prior to such date, have been delivered to the Escrow Agent but which have not been paid to ABIOMED or otherwise discharged or withheld pursuant to this Section 2. Any such distribution shall be deducted from each Stockholder’s Account and distributed based on each Stockholder’s Pro Rata Portion. To the extent that the final amount of a Claim remains unknown on the Termination Date, a number of shares of ABIOMED Common Stock reasonably estimated by ABIOMED and the Stockholders’ Representative as providing adequate recourse for satisfaction of the final amount of the Claim, plus an amount reasonably estimated by ABIOMED and the Stockholders’ Representative to provide reimbursement for costs and expenses incurred in resolving such Claim, shall be reserved until the final resolution and satisfaction of such Claim, and the Escrow Agent may rely upon a written certification executed by both ABIOMED and the Stockholders’ Representative as to such amounts. Any portion of the Escrow Fund which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held until such time as all disputed Claims hereunder shall have been settled or resolved and notice of such settlement or resolution setting forth the amounts to be paid to ABIOMED shall have been delivered to the Escrow Agent in accordance with the terms hereof. As outstanding Claims are resolved, reserves in excess of the amounts withheld with respect to all Claims remaining unresolved shall be released to the Stockholders’ Representative on behalf of the Stockholders and shall be deducted from each Stockholder’s Account and distributed based on each Stockholder’s Pro Rata Portion. (d) In order that the Escrow Agent may distribute the shares of ABIOMED Common Stock from the Escrow Fund as provided in this Agreement, ABIOMED agrees to cause its transfer agent to deliver to the Escrow Agent upon surrender of a certificate then held by the Escrow Agent (i) a new certificate or certificates representing the shares of ABIOMED Common Stock to be distributed hereunder, issued in the name of the distributee and (ii) if necessary, new certificates representing shares of ABIOMED Common Stock issued in the name of the Escrow Agent to be retained by the Escrow Agent as part of the Escrow Fund. The Stockholders shall execute and deliver such instruments of transfer, stock powers and instructions to the Escrow Agent and ABIOMED as may be reasonably requested to give effect to the provisions of this Agreement. Each of the Stockholders hereby authorizes the Stockholders’ Representative to execute and deliver any such instruments, powers and instructions on its behalf and hereby constitutes and appoints the Stockholders’ Representative its true and lawful agent and attorney-in-fact, with full power of substitution to the Stockholders’ Representative and each substitution so appointed, and full power and authority in its name, place and stead, to make, execute and acknowledge all such documents.

Disbursement of the Escrow Fund. The Subject to the terms of the Merger Agreement, the Escrow Fund shall secure the obligations with respect be available to: (a) indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to all amounts payable to the Purchaser indemnification pursuant to Article 8 X of the Purchase Merger Agreement, and (b) pay any other amount owed to the Buyer or any other Indemnified Party pursuant to the Merger Agreement or any other Transaction Agreement. The foregoing obligations being secured by the Escrow Fund Fund, and any written claim therefor, shall hereinafter be referred to, individually, as an “Escrow Claim” and, and collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments Damages pursuant to the Purchase Merger Agreement, but shall solely provide the Purchaser each Indemnified Party with security therefor. In the event of an Escrow Claim by any Indemnified Party, the claiming party shall give written notice thereof to the Stockholder Representative and to the Escrow Agent stating the basis for the Escrow Claim and the amount thereof. The Escrow Agent shall disburse the amounts from time to time-to-time on deposit in the Escrow Fund as follows: : Promptly following receipt, from time to time, of a written request for reimbursement of his expenses from the Stockholder Representative, together with related receipts or other evidence reasonably satisfactory to the Escrow Agent, the Escrow Agent shall distribute up to Fifty Thousand Dollars (a) $50,000), in the aggregate, to the Stockholders Representative; and with respect to an Escrow Claim, the Escrow Agent only shall disburse to the appropriate Indemnified Party an amount equal to the amount of such Escrow Claim for indemnity under Section 8.10 of (or such other amount specified in the Purchase Agreement, joint written consent or Final Decision): (i) promptly following receipt of the Escrow Claim shall be paid not more than one (1) Business Day after receipt by the Escrow Agent of instructions contained in a joint written consent or agreement of the Seller Buyer and the Purchaser Stockholder Representative to the payment of such Escrow Claim, specifying the amount thereof and containing instructions for payment; or thereof, (ii) if, within ten (10) days after receipt of an Escrow Claim by the Escrow Agent, the Escrow Agent does not receive written notice from the Stockholder Representative disputing the claiming party’s right to payment of the Escrow Claim shall be paid not more than two (2) Business Days after receipt by from the Escrow Agent Fund, and specifying the amount of instructions contained the Escrow Claim that is in dispute, or (iii) promptly following receipt of a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof and containing instructions for paymentthereof. For the avoidance of doubtIf, except for funds to be released to the Seller pursuant to Section 8.10(b)2.2(b)(ii) above, no the Stockholder Representative disputes less than the entire Escrow Funds Claim, then the Escrow Agent shall be released promptly disburse to the appropriate Indemnified Party the undisputed amount of the Escrow Claim; and promptly following receipt, at any time on or after the first anniversary of the date of this Agreement, of a written request from the Stockholder Representative for the First Escrow Account without either a joint written consent or agreement of Release Funds specifying the Seller and the Purchaser or a Final Decision. (b) As soon as practicable following (and in any event, within one (1) Business Day after) the Release Dateamount thereof, the Escrow Agent shall automatically distribute to Continental Stock Transfer & Trust Company (the “Paying Agent”) for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement, the amount specified in such written request unless, within ten (10) days after receipt of such written request, the Escrow Agent receives written notice from the Buyer disputing the amount of the First Escrow Release Funds requested by the Buyer specifying what it believes the amount of the First Escrow Release Funds to be (a “Dispute Notice”). If, within such ten (10) day period, the Escrow Agent receives a Dispute Notice, the Escrow Agent shall (i) promptly distribute the undisputed amount of the First Escrow Release Funds requested by the Stockholder Representative (i.e. the amount specified in the Buyer’s Dispute Notice) to the Paying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement; and (ii) retain the disputed amount of the First Escrow Release Funds requested by the Stockholder Representative (i.e. the difference between the amount requested by the Stockholder Representative and the amount specified by the Buyer in the Dispute Notice) in the Escrow Fund until the Escrow Agent receives (A) joint written instructions from the Buyer and the Stockholder Representative as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such joint written instructions; or (B) a Final Decision as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such Final Decision; and promptly following receipt, at any time on or after the third anniversary of the date of this Agreement, of a written request from the Stockholder Representative for the Second Escrow Release Funds specifying the amount thereof, the Escrow Agent shall distribute to the SellerPaying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement, or its designeesthe amount specified in such written request unless, an amountwithin ten (10) days after receipt of such written request, if greater than zerothe Escrow Agent receives a Dispute Notice from the Buyer disputing the amount of the Second Escrow Release Funds requested by the Buyer, equal specifying what it believes the amount of the Second Escrow Release Funds to be. If, within such ten (10) day period, the Escrow Agent receives a Dispute Notice, the Escrow Agent shall (i) promptly distribute the balance undisputed amount of the Second Escrow Release Funds requested by the Stockholder Representative (i.e. the amount specified in the Buyer’s Dispute Notice) to the Paying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement; and (ii) retain the disputed amount of the Second Escrow Release Funds requested by the Stockholder Representative (i.e. the difference between the amount requested by the Stockholder Representative and the amount specified by the Buyer in the Dispute Notice) in the Escrow Fund until the Escrow Agent receives (A) joint written instructions from the Buyer and the Stockholder Representative as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such joint written instructions; or (B) a Final Decision as to the administration of such disputed amount, in which event the Escrow Agent shall administer such disputed amount in accordance with such Final Decision; and on the fifth anniversary of the date of this Agreement, the Escrow Agent shall distribute to the Paying Agent for further distribution to the Company Equityholders in the manner set forth in Section 3.07(d) of the Merger Agreement, the entire amount remaining in the Escrow Fund, less (ii) the aggregate amount of all Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date asserted but which remain unresolved as of such date and/or unsatisfied amount(s) owed to the Purchaser from the Escrow Fund as of such date. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) Agent by the Purchaser on or prior to the Release Date any Indemnified Party and remain unresolved on the Release Datefifth anniversary of the date of this Agreement, the escrow shall continue until the resolution of such Escrow Claims pursuant to the terms of the Purchase AgreementClaims, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund up to the amount of the outstanding and unresolved Escrow Claims pursuant Claims. All disbursements from the Escrow Fund shall be made by wire transfer of cash in immediately available funds to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable person entitled thereto in accordance with wiring instructions furnished by such persons in writing to the Purchaser Escrow Agent. The Escrow Agent shall have no liability with respect to the transfer or distribution of any Purchaser Indemnified Party pursuant to Article 8, funds effected by the Escrow Agent shall distribute pursuant to wiring or transfer instructions provided to the Seller, or its designee, the balance, if any, of the Escrow FundAgent by any party to this Agreement.

Disbursement of the Escrow Fund. The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “Escrow Claim” and, collectively, as “Escrow Claims.” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [ ] (the “Release Date”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“Escrow Notice”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse the amounts from time to time on deposit in the Escrow Fund as follows: (a) with respect to an Escrow Claim for indemnity under Section 8.10 of the Purchase Agreement, (i) the Escrow Claim shall be paid not more than one (1) Business Day after receipt by the Escrow Agent of instructions contained in a joint written consent or agreement of the Seller and the Purchaser to the payment of such Escrow Claim, specifying the amount thereof and containing instructions for payment; or (ii) the Escrow Claim shall be paid not more than two (2) Business Days after receipt by the Escrow Agent of instructions contained in a “Final Decision” (as defined below) with respect to such Escrow Claim, specifying the amount thereof and containing instructions for payment. For the avoidance of doubt, except for funds to be released to the Seller pursuant to Section 8.10(b), no Escrow Funds shall be released from the Escrow Account without either a joint written consent or agreement of the Seller and the Purchaser or a Final Decision. (b) As soon as practicable following (and in any event, within one (1) Business Day after) the Release Date, the Escrow Agent shall automatically distribute to the Seller, or its designees, an amount, if greater than zero, equal to to (i) the balance of the Escrow Fund less (ii) the amount of all Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date but which remain unresolved as of such date and/or unsatisfied amount(s) owed to the Purchaser from the Escrow Fund as of such date. Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) by the Purchaser on or prior to the Release Date and remain unresolved on the Release Date, the escrow shall continue until the resolution of such Escrow Claims pursuant to the terms of the Purchase Agreement, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund up to the amount of the outstanding and unresolved Escrow Claims pursuant to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable to the Purchaser or any Purchaser Indemnified Party pursuant to Article 8, the Escrow Agent shall distribute to the Seller, or its designee, the balance, if any, of the Escrow Fund.