Common use of Distribution of Escrow Fund Clause in Contracts

Distribution of Escrow Fund. (a) Pursuant to Section 2.10(c)(iii) and the terms of the Escrow Agreement, the Escrow Agent shall deliver from the Escrow Fund an amount equal to any negative Actual Adjustment to Parent. (b) Upon the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, that the Escrow Fund shall not terminate with respect to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and in accordance with the provisions of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Escrow Agent pending resolution of such claims. As soon as each such claim has been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Release Amount not required to satisfy such claim or any remaining unresolved claims to the Escrow Participants. Distributions of the Escrow Release Amount to the Escrow Participants pursuant to this Section 8.5 shall be made in accordance with the terms and conditions of the Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d).

Distribution of Escrow Fund. The Escrow Agent shall distribute the Escrow Fund as follows: (a) Pursuant In the event that Bond Purchase desires or is obligated to Section 2.10(c)(iiiconsummate the Tender Offer, Bond Purchase shall execute, and deliver to Escrow Agent, (i) a certificate stating that Bond Purchase is consummating the Tender Offer and the terms of the Escrow Agreement, the Escrow Agent shall deliver from needs to draw on the Escrow Fund an amount equal to any negative Actual Adjustment fund payment to Parentthe tendering limited partners of McNeil XX (the "Consummation Certxxxxxxe"). (b) Upon receipt of the Certificate by Escrow Termination DateAgent, the then remaining amount Escrow Agent shall, as soon as is reasonably practical, distribute that portion of the Escrow Fund to Bond Purchase that is equal to the amount required by Bond Purchase to consummate the Tender Offer (including, for the avoidance "Payment Amount"). (c) After distribution of doubtthe Payment Amount, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent all amounts remaining in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, that the Escrow Fund shall be distributed to Bond Purchase by Escrow Agent as soon as is reasonably practicable. (d) In the event the Tender Offer is terminated on or after the expiration date of the Tender Offer as a result of any or all of the conditions of the Offer not terminate having been satisfied or waived, Bond Purchase shall execute and deliver to Escrow Agent a certificate stating that Bond Purchase has terminated the Tender Offer as a result of any or all of the conditions of the Offer not being satisfied or waived (the "Termination Certificate"). Upon receipt of the Termination Certificate, Escrow Agent shall, as soon as is reasonably practicable, distribute the Escrow Fund to Bond Purchase, less any reasonable out-of-pocket expenses previously incurred by Escrow Agent in connection with fulfilling its obligations under this Agreement. (e) All interest earned with respect to any amount the Escrow Fund (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)"Earnings") that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered shall be added to the Escrow Agent Fund and the Securityholders’ Representative in good faith on held, invested and distributed as provided herein. The Earnings shall constitute taxable income of Bond Purchase when received or prior to the Escrow Termination Date and in accordance with the provisions of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained earned by the Escrow Agent pending resolution of such claimsFund. As soon as each such claim has been resolved, the Escrow Agent shall deliver prepare and timely file appropriate information returns and statements as required by law reporting the remaining portion of the Escrow Release Amount not required Earnings as taxable income to satisfy such claim or any remaining unresolved claims to the Escrow Participants. Distributions of the Escrow Release Amount to the Escrow Participants pursuant to this Section 8.5 shall be made in accordance with the terms and conditions of the Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)Bond Purchase.

Distribution of Escrow Fund. (a) Pursuant As soon as practicable following the delivery by the Seller's Representative to the Purchaser and the Escrow Agent of a Response Notice pursuant to clause "(i)" or clause "(ii)" of the first sentence of Section 2.10(c)(iii4(b) hereof containing a statement that a portion of the Escrow Fund is to be distributed from escrow to the Purchaser, the Escrow Agent shall distribute to the Purchaser, from the Escrow Fund, Escrow Shares and/or cash having an aggregate combined value equal to the Undisputed Amount set forth in such Response Notice. As soon as practicable following the delivery to the Escrow Agent of a settlement agreement executed by the Purchaser and the Seller's Representative containing a settlement of a Disputed Amount, or the delivery to the Escrow Agent of an Arbitration Award containing a resolution of a Disputed Amount, the Escrow Agent shall distribute to the Purchaser, from the Escrow Fund, Escrow Shares and/or cash having an aggregate combined value equal to the dollar amount identified in such settlement agreement or in such Arbitration Award as being payable to the Purchaser out of the Escrow Fund. The number of Escrow Shares and/or the amount of cash to be distributed from the Escrow Fund shall be determined in the manner described in Sections 5(b) and 5(c) hereof. (b) With respect to every distribution out of the Escrow Fund (including every distribution pursuant to Sections 5(a) and 6 hereof and every distribution in respect of Seller's Arbitration Expenses, Seller's Representative Expenses and Defense Costs), the Seller's Representative shall have the exclusive right to determine whether such distribution shall be in the form of Escrow Shares or cash, or any combination thereof; and, as soon as reasonably practicable after the Seller's Representative shall have determined the form of such distribution, the Seller's Representative shall notify the Escrow Agent of such determination. (c) To the extent that any Escrow Shares are required to be distributed to the Purchaser pursuant to the terms of the Escrow this Agreement, the Escrow Agent shall deliver effect the distribution of such Escrow Shares to the Purchaser by surrendering the certificate representing such Escrow Shares to the Purchaser's transfer agent for cancellation upon receipt by the Escrow Agent from the Escrow Fund an amount equal to any negative Actual Adjustment to Parent. (b) Upon Purchaser's transfer agent of a copy of a letter from the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered Purchaser to the Escrow Participants; provided, however, that the Escrow Fund shall not terminate with respect Purchaser's transfer agent instructing such transfer agent to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered issue a new certificate to the Escrow Agent and for the Securityholders’ Representative in good faith on or prior number of Escrow Shares remaining after giving effect to the distribution of those Escrow Termination Date and in accordance with Shares required to be distributed to the provisions Purchaser. To the extent that any Escrow Shares are required to be distributed to the Seller's Representative (or to any Person designated by the Seller's Representative) pursuant to the terms of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Escrow Agent pending resolution of such claims. As soon as each such claim has been resolvedAgreement, the Escrow Agent shall effect the distribution of such Escrow Shares by surrendering the certificate representing the Escrow Shares to the Purchaser's transfer agent and instructing such transfer agent to issue and deliver to the remaining portion Seller's Representative (or to such other Person or Persons as the Seller's Representative may designate in writing) a new certificate or new certificates representing the number of Escrow Shares that are required to be distributed to the Seller's Representative (or to any Person designated by the Seller's Representative) and to reissue in the name of the Escrow Release Amount not required Agent, and to satisfy such claim or any remaining unresolved claims deliver to the Escrow ParticipantsAgent, a certificate representing any Escrow Shares required to be retained in escrow after giving effect to such distribution. Distributions The value per share of the Escrow Release Amount to the Escrow Participants pursuant to Shares for purposes of this Section 8.5 Agreement shall be the average of the closing prices of Purchaser Common Stock as reported on the Nasdaq National Market for the ninety (90) trading days immediately following the Closing Date (adjusted, as appropriate, to reflect any stock split, reverse stock split, stock dividend or similar transaction). The Escrow Agent may rely conclusively on the per share value calculated as set forth herein for the purpose of determining the number of Escrow Shares required to be distributed from the escrow hereunder. All distributions made in accordance with the terms and conditions out of the Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount Shares shall be rounded to the nearest whole cent share. Except as provided in Section 2 hereof, no party hereto shall have any right to substitute other property for the Escrow Fund or to change the per share value stated herein. ($0.01); provided d) To the extent that any distributions cash is required to be made distributed to the holders of Cashed-Out Options who remain employees of Parent Purchaser or the Surviving Corporation shall be delivered Seller's Representative (or to Parent or any Person designated by the Surviving Corporation for further delivery Seller's Representative) pursuant to the holders terms of Cashed-Out Options pursuant this Agreement, the Escrow Agent shall effect such distribution by delivering such cash directly to Section 2.9(dthe Purchaser or to the Seller's Representative (or to such other Person or Persons as the Seller's Representative may designate in writing), as the case may be.

Distribution of Escrow Fund. (a) Pursuant to Section 2.10(c)(iii) In the event a claim covered by the Policy is made against a Director and the terms assertion of that claim causes the Director to incur defense costs or a liability obligation, then the Director shall promptly provide the escrow agent with written instructions to make a disbursement to the Director of an amount in cash equal to the lesser of (i) the amount actually paid by the Director toward such defense costs or liability obligation or (ii) the Retention Requirement. The Director shall also provide the Escrow Agent, together with such instructions, written certification to the effect: (w) that a claim has been made against the Director; (x) that the Retention Requirement is applicable to the claim; (y) that the Director has paid an amount in defense costs and/or liability obligations; and (z) that the Director has executed an undertaking (the “Undertaking”) whereby the Director has agreed to repay either into the Escrow Fund (if the same is still being maintained under this Agreement) or the Company any amounts disbursed from the Escrow Fund to such Director if it is ultimately determined by a court of competent jurisdiction, after exhaustion of all appeals therefrom, that the Director is not entitled to payment under the Policy for such defense costs and/or liability obligations as a result of the Director’s intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court of competent jurisdiction (collectively, the “Director Certification”). At the same time that the Director provides written instructions to the Escrow Agent, he shall provide the Company, and each of the other Directors who are parties to this Agreement, with a copy of such written instructions, as well as the Director’s Certification, and the Undertaking. Upon receipt of such instructions, the Documentation, and the Undertaking, the Escrow Agent shall deliver from the Escrow Fund an amount equal to any negative Actual Adjustment to Parentmake such disbursement in accordance therewith. (b) Upon At the Escrow Termination Date, the then remaining amount expiration of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, that the Escrow Fund shall not terminate with respect to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and in accordance with the provisions term of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Escrow Agent pending resolution of such claims. As soon as each such claim has been resolved, Agreement the Escrow Agent shall deliver pay to the Company the remaining portion balance of the Escrow Release Amount not required to satisfy such claim or Fund, together with any remaining unresolved claims to the Escrow Participants. Distributions of the Escrow Release Amount to the Escrow Participants pursuant to this Section 8.5 shall be made in accordance with the terms accrued and conditions of the Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)undistributed interest thereon.

Distribution of Escrow Fund. (a) Pursuant Subject to Section 2.10(c)(iii) and the terms of following requirements, the Escrow AgreementFund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on March 14, 2012 (the “Escrow Period”), and the Escrow Agent shall deliver from distribute the cash and other property in the Escrow Fund an amount equal to any negative Actual Adjustment to Parent. (b) Upon the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow ParticipantsCompany Stockholders following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Section 8.2(a) (subject “Unresolved Claims”) delivered prior to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Company Stockholders at such time; provided, further, that on or prior to March 14, 2011 (the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered “Interim Escrow Disbursement Date”), the Stockholder Representative and Parent shall deliver to the Escrow Agent a written memorandum executed by both parties instructing the Escrow Agent to distribute to the Company Stockholders an amount of cash and other property in the Securityholders’ Representative Escrow Fund equal to Two Million Five Hundred Thousand Dollars ($2,500,000) minus the aggregate amount released from the Escrow Fund and delivered to any Indemnified Parties in good faith on or respect of Claim Certificates prior to the Interim Escrow Termination Disbursement Date and in accordance with minus the provisions aggregate amount of this ARTICLE VIII, and in the event any such claims exist, all or any portion Unresolved Claims as of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Interim Escrow Agent pending resolution of such claimsDisbursement Date. As soon as each such claim any Unresolved Claim prior to the Interim Escrow Disbursement Date has been resolved, the Stockholder Representative and Parent promptly shall deliver to the Escrow Agent shall a written memorandum executed by both parties instructing the Escrow Agent to deliver the remaining portion of the Escrow Release Amount Fund, if any, that was held back as of the Interim Escrow Disbursement Date to satisfy such Unresolved Claim, to the Company Stockholders. As soon as any Unresolved Claim has been resolved after the Escrow Period termination date, the Stockholder Representative and Parent promptly shall deliver to the Escrow Agent a written memorandum executed by both parties instructing the Escrow Agent to deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such claim or any remaining unresolved claims Unresolved Claim, (i) first, to the Escrow ParticipantsStockholder Representative for any Stockholder Representative Expenses (as defined below), and (ii) second, to the Company Stockholders. Distributions Deliveries of any cash or other property out of the Escrow Release Amount Fund to the Escrow Participants Company Stockholders pursuant to this Section 8.5 8.6 shall be made in accordance with the terms and conditions of the Escrow Agreement and in proportion to their respective Pro Rata Portion Portions of the remaining cash or other property in the Escrow AmountFund, with the cash amount delivered to each amount Company Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up) and the number of shares of Parent Common Stock delivered to each Company Stockholder rounded down to the nearest whole cent ($0.01)share; provided provided, that in no event shall any distributions Company Stockholder who represents, warrants and certifies at such time that he, she or it is not an Accredited Investor receive any shares of Parent Common Stock, and in lieu thereof, such Company Stockholder shall receive an equivalent amount of cash from the Escrow Fund. Each share of Parent Common Stock distributed from the Escrow Fund shall be valued at the Distribution Price Per Share. Any other securities distributed from the Escrow Fund shall be valued at the fair market value of such security at the time of such distribution. Notwithstanding anything to the contrary contained herein, the Escrow Agent shall be entitled to deduct and withhold from any cash out of the Escrow Fund payable pursuant to this Agreement to any Company Stockholder such amounts as it reasonably determines are required to be made deducted or withheld therefrom under any provision of U.S. federal, state, local or non-U.S. tax Law or under any applicable legal requirement. To the extent such amounts are so deducted or withheld and paid over to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation appropriate Governmental Entity, such amounts shall be delivered to Parent or the Surviving Corporation treated for further delivery all purposes as having been paid to the holders of Cashed-Out Options pursuant Person to Section 2.9(d)whom such amounts would otherwise have been paid.

Distribution of Escrow Fund. (a) Pursuant In the event that the Escrow Agent should receive a Claim Certificate from Purchaser, the Escrow Agent will send to the Responsible Party a copy of such Claim Certificate. (b) In the event that the Escrow Agent should receive a Claim Certificate from Purchaser, and the Escrow Agent does not receive a written notice of dispute of such Claim from the Responsible Party within thirty (30) days of the date of the Escrow Agent’s receipt of the Claim Certificate, then the Escrow Agent will disburse the amount of such Claim from the Escrow Fund, in the priority set forth in Section 2.10(c)(iii4(d) below. (c) In the event that the Escrow Agent should receive a Claim Certificate from Purchaser, and the Escrow Agent receives a written notice of dispute of such Claim from the Responsible Party within thirty (30) days of the date of the Escrow Agent’s receipt of the Claim Certificate, then the Escrow Agent will continue to hold the amount of such Claim until the Escrow Agent receives either: (i) a written notice from both the Responsible Party and Purchaser as to the disposition of the Claim and the amount of any payment to be made from the Escrow Fund with respect to such Claim, in which event the Escrow Agent will disburse the amount of such Claim from the Escrow Fund, in the priority set forth in Section 4(d) below; or (ii) a written notice from either the Responsible Party or Purchaser, accompanied by a copy of a Final Decision from an arbitration relating to the resolution of such Claim, in which event the Escrow Agent will disburse the amount of such Claim from the Escrow Fund, in accordance with the Final Decision and in the priority set forth in Section 4(d) below. (d) In the event that the Escrow Agent is required to make any payment to Purchaser with respect to any Claim pursuant to the provisions of this Agreement (a “Required Payment”), then such payment will be made from the Escrow Fund in the following order of priority: (i) First, by either (1) delivering to Purchaser certificates evidencing such number of Elandia Shares (as defined in the LLC Agreement) constituting the Put/Call Consideration as are equal in value to the amount of the Required Payment, or (2) pursuant to and in accordance with Section 11.4 of the LLC Agreement, offsetting the amount of the Required Payment against the 1,150,000 Elandia Shares required to be issued to the Responsible Party under the LLC Agreement. For the purpose of this Section 4(D)(i), the value of an Elandia Share shall be the fair market value of the Elandia Shares as of the date hereof, which the Parties agree is $5.00 on a per Elandia Share basis; (ii) Second, by delivering to Purchaser certificates evidencing such number of Common Units beneficially owned by the Responsible Party or his transferees as are equal in value to the amount of the Required Payment, less the amounts paid to Purchaser for any Claims under Section 4(d)(i) above. For the purpose of this Section 4(d)(ii), the value of a Common Unit shall be the fair market value of the Common Units as of the date hereof, which the Parties agree is $3.53 on a per Common Unit basis; provided, that if any of the Common Units has been sold in a manner permitted by the terms of the Escrow Agreement, then the Required Payment will be paid from the Common Units evidenced by the unit certificates issued in the name of the transferee or transferees and held by the Escrow Agent shall deliver from as required under Section 5(a) hereof; and (iii) Third, by delivering to Purchaser cash in the Escrow Fund an amount equal of the Required Payment, less the amounts paid to Purchaser for any negative Actual Adjustment to ParentClaims under Section 4(d)(i) and (ii) above. (be) Upon In the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, event that the Escrow Fund is insufficient to cover the full amount of any Required Payment, then the Responsible Party shall not terminate with respect be liable for, and obligated to any amount (pay, the balance of the Required Payment in cash, subject to the objection limitations contained in Article 8 of the Securityholders’ Representative and Purchase Agreement. (f) Notwithstanding the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and in accordance with the provisions of this ARTICLE VIIIforegoing, and in the event any such claims exist, if all or any portion of the Representative Reimbursement Fund as specified Escrowed Units have been transferred to a third party in violation of the terms of the LLC Agreement and/or this Escrow Agreement, the portion of the Required Payment exceeding the value of the Common Units shall be paid by the Securityholders’ Representative shall be retained by Responsible Party in cash. (g) On the Escrow Agent pending resolution first business day after the third (3rd) anniversary of such claims. As soon as each such claim has been resolvedthe Closing Date, the Escrow Agent shall deliver release from escrow and distribute (i) to the remaining Responsible Party and to his transferees, if any, his or their Common Units, and (ii) to the Responsible Party, the Put/Call Consideration, if any, except that such distributions shall be reduced by all pending Claims as provided in subsection (h) below. The Responsible Party shall be solely responsible for determining the allocation and distribution of the balance of the Escrow Fund between the Responsible Party and his transferees, and such parties release the Escrow Agent from any duty to oversee the distribution of the balance of the Escrow Fund. (h) If, at the expiration of such three (3) year period, any Claims are then pending, the Escrow Agent shall retain a portion of the Escrow Release Amount not required Fund equal to satisfy the amount of any pending Claims plus such claim other amounts requested by Purchaser Indemnified Parties to cover estimated legal fees and expenses or other costs or expenses related to the resolution of any such pending Claims. The amount to be retained will be retained from the Escrow Fund in the reverse priority of the payment order set forth in Section 4(d) above (e.g., cash will be released to the Responsible Party first, then Common Units and finally Elandia Shares). (i) Notwithstanding anything to the contrary contained herein, the Escrow Fund, or any remaining unresolved claims to portion thereof, shall be disbursed by the Escrow Participants. Distributions Agent promptly upon (i) the receipt of a final, non-appealable order of a court of competent jurisdiction advising the parties of the amount of the Escrow Release Amount Fund to be disbursed and the recipients thereof; or (ii) joint written instructions from Purchaser, on the one hand, and the Responsible Party, on the other hand, advising the Escrow Participants pursuant to this Section 8.5 shall be made in accordance with Agent of the terms and conditions amount of the Escrow Fund to be disbursed and the recipients thereof. (j) The parties hereto acknowledge that the Escrow Agent is serving as legal counsel to the Company in connection with the matters pertaining to the Purchase Agreement and the transactions contemplated thereby, and the parties hereto do hereby waive any conflict of interest that may arise by virtue of such representation with regard to any matters relating to this Escrow Agreement and expressly acknowledge that the Escrow Agent shall be entitled to continue to represent the Company with regard to any matters relating to the Purchase Agreement or this Escrow Agreement. (k) In no event shall the Escrow Agent be required to pay an amount in proportion to their respective Pro Rata Portion excess of the remaining then current balance of the Escrow AmountFund. (l) Interest and any other income earned on either category of the Escrow Fund specified in Section 4(d) shall be added to such category and made available to make Required Payments, with each amount rounded or to distribute to the nearest whole cent ($0.01); Responsible Party, all as provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)herein.

Distribution of Escrow Fund. (a) Pursuant to Section 2.10(c)(iii) and the terms of the Escrow Agreement, the The Escrow Agent shall deliver from hold the Escrow Fund an amount equal to and shall not deliver any negative Actual Adjustment to Parent. (b) Upon the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, to any interest, dividends and payments on the Escrow Amount that have not been deducted party other than as set forth in this Section 3 or by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, that depositing the Escrow Fund shall not terminate with respect to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and a successor escrow agent in accordance with the provisions of Section 6 of this ARTICLE VIIIAgreement. (b) The Chardan Indemnified Parties may make claims against the Escrow Fund for Indemnified Claims prior to 5:00 p.m. New York Time on the Termination Date (as defined in Section 3(d)) by delivery to the Escrow Agent, and the Sellers, of a certificate signed by an officer of any of the Chardan Indemnified Parties (an “Officer’s Certificate”), (i) specifying the amount of the claim, and (ii) specifying in reasonable detail the nature of the claim. Sellers may in good faith respond to such Officer’s Certificate by delivering to the Chardan Indemnified Parties, with a copy to Escrow Agent, a written statement setting forth, in reasonable detail, the Escrow Agreement basis of any objection to the claim (or portion thereof) asserted in the event Officer’s Certificate (the “Seller’s Response”). If a Seller’s Response is not received by the Chardan Indemnified Parties and the Escrow Agent on or before 5:00 p.m. New York Time of the 15th Business Day after the Escrow Agent and Sellers receive the Officer’s Certificate, the entire claim set forth in such Officer’s Certificate shall be deemed valid and conclusive and binding upon all parties and shall be satisfied by Escrow Agent from the Escrow Fund (in part, if the Escrow Fund is not sufficient to satisfy the claim in full) by delivery of payment therefrom to the Chardan Indemnified Parties. If the Chardan Indemnified Parties and the Escrow Agent receive Seller’s Response by such 15th Business Day described above, that portion of the claim which is disputed in Seller’s Response shall not be satisfied by Escrow Agent from the Escrow Fund (in part, if the Escrow Fund is not sufficient to satisfy such portion of the Claim in full) unless and until the Escrow Agent receives: (a) written notice from Sellers consenting to the payment of such disputed portion of the claim to the Chardan Indemnified Parties or (b) receipt by Escrow Agent of a certified copy of a judgment, decree or award of a court or other authority of competent jurisdiction requiring the payment of money by Seller as to the disputed portion of the claim. (c) Any claim satisfied pursuant to Section 3(b) shall be satisfied first from cash held in the Escrow Fund and then, once there is no cash remaining in the Escrow Fund, from the Escrowed Equity held in the Escrow Fund. For purposes of the payment of any such claims existwith Escrowed Equity, all or any the Escrowed Equity shall be valued at $15.00 per unit of the Series A Preferred Interests used to pay the claim. (d) On the Business Day following the 18 month “anniversary” of this Agreement (the “Termination Date”), Escrow Agent shall pay to Sellers the portion of the Representative Reimbursement Fund as specified remaining Fund, if any, that exceeds the amount of money or value of Escrowed Equity sufficient to satisfy all claims and pending claims made by the Securityholders’ Representative shall be retained by Chardan Indemnified Parties as of the Termination Date for which the Escrow Agent pending or any Seller has received notice pursuant to Section 3(b). After the resolution of such claims. As soon as each such claim has been resolvedall claims pending on the Termination Date and, if applicable, payment therefor in the manner described in Section 3(b), the Escrow Agent shall promptly deliver to Sellers, on a pro rata basis in accordance with Schedule B attached hereto, the remaining portion money or Escrowed Equity in the Escrow Fund, if any. (e) Upon the distribution of the Escrow Release Amount not required to satisfy such claim or any remaining unresolved claims to the Escrow Participants. Distributions of the Escrow Release Amount to the Escrow Participants pursuant to Fund as provided in this Section 8.5 3, this Agreement shall be made in accordance with the terms and conditions of the Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)terminate.

Distribution of Escrow Fund. The Escrow Fund shall serve as collateral for the indemnity obligations of the Shareholders under the Acquisition Agreement. Any claim by ForeFront, or any other person entitled to indemnification under the Acquisition Agreement (herein an "indemnified person") for indemnification against the Shareholders shall be conducted in accordance with the terms of this Section 2.1. If ForeFront or any other such person shall have any claim against the Shareholders, it or such other person shall promptly give written notice thereof to the Escrow Agent and the Shareholders, including in such notice a brief description of the facts upon which such claims are based and the amount thereof. If the Shareholders object to the allowance of any such claims, they shall give written notice to ForeFront and such person and the Escrow Agent within thirty days following receipt of notice of claim, advising it and the Escrow Agent that they do not consent to the delivery of any of the Escrow Funds out of escrow for application to such claims. If no such notice is timely provided by the Shareholders to ForeFront, such other person, if applicable, and the Escrow Agent, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver to ForeFront out of escrow (i) that amount of the Cash Escrow as is necessary to satisfy the claim, and (ii) to the extent that all of the Cash Escrow has been exhausted, an amount equal to the lesser of: (a) Pursuant the number of the Escrow Shares (in whole shares) equal to Section 2.10(c)(iiithe amount of the claim or claims thus to be satisfied divided by $6.9375 per share, or (b) all of the Escrow Shares. If the Shareholders advise ForeFront, or such other person, if applicable, and the Escrow Agent within the foregoing thirty day period that they object to such application of the Escrow Fund after a claim has been made, the Escrow Agent shall hold the Escrow Fund in escrow until the rights of the Shareholders and ForeFront and such other person with respect thereto have been agreed upon or otherwise determined in accordance with the terms of this Agreement. Upon the Escrow anniversary date of this Agreement, the Escrow Agent shall deliver within 15 days following the receipt of written notice from the Shareholders, a copy of which notice shall be given to ForeFront concurrent therewith, distribute to (i) the Shareholders all of the Cash Escrow Fund an amount equal to any negative Actual Adjustment to Parent. (b) Upon remaining in the Escrow Termination DateFund, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, that the Escrow Fund shall not terminate with respect to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and in accordance with the provisions applicable percentages specified on Exhibit A hereto, less the value of any pending claims then being asserted, and (ii) each Shareholder, or such other person as the Shareholder may designate in writing, all of the Escrow Shares originally deposited in the escrow for such Shareholders pursuant to Article 1 hereof, less any Escrow Shares previously delivered to ForeFront pursuant to this Section 2.1 and less the number of Escrow Shares (in whole shares) equal to the amount of any pending claims asserted by ForeFront divided by $6.9375 per share (after taking into account the amount of Cash Escrow remaining in the Escrow Fund), with the value of such pending claims determined in good faith by the Board of Directors of ForeFront, after taking into account such factors as the Board of Directors shall deem appropriate, provided that if the Shareholders do not agree with the Board of Directors' determination of the amount of any such pending claims, the amount of any such pending claim shall be finally determined in accordance with Section 2.3 of this ARTICLE VIIIAgreement, and provided further, that in the event any that ForeFront shall notify the Escrow Agent that it objects to such claims existrelease, all or any portion of then the Representative Reimbursement Fund as specified by the Securityholders’ Representative dispute shall be resolved in accordance with Section 2.3. The Cash Escrow and Escrow Shares not so distributed pursuant to this Section 2.1 shall be retained in escrow by the Escrow Agent until all such pending resolution claims are resolved; provided, that upon the disposition of any such claims prior to the disposition of all such claims. As soon as each such claim has been resolved, the Escrow Agent shall deliver to the Shareholders such number of Escrow Shares (in whole shares) as is most nearly equal to the excess of the aggregate market value of the remaining Escrow Shares (determined as provided above) together with the amount of Cash Escrow then remaining in the Escrow Fund over the amount of the remaining aggregate claims as determined above. Any claims which (i) are disputed by the Shareholders and subsequently result in ForeFront or an indemnified person, and the Shareholders agreeing upon the resolution thereof, or which are finally determined by arbitration as provided in Section 2.3 hereof, and (ii) result in ForeFront or such indemnified person incurring an expense which is subject to indemnification by the Shareholders, shall be settled by delivery of such portion of the Cash Escrow Release Amount not required and Escrow Shares to satisfy such claim or any remaining unresolved claims to the Escrow Participants. Distributions of the Escrow Release Amount to the Escrow Participants pursuant to this Section 8.5 shall be made ForeFront in accordance with the terms and conditions provisions above, upon written evidence of such disposition or agreement provided to the Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)Agent.

Distribution of Escrow Fund. Distributions from the Escrow Fund shall --------------------------- be made as follows: (a) Pursuant to Section 2.10(c)(iii) Upon receipt by the Escrow Agent of joint written instructions signed by both Buyer and the terms of the Escrow AgreementStockholders' Representative, the Escrow Agent shall deliver from make payments out of the Escrow Fund an amount equal to any negative Actual Adjustment to Parentin accordance with such instructions in immediately available funds within five (5) business days after receipt of such instructions or as soon as possible thereafter. (b) Upon the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, that the Escrow Fund shall not terminate with respect to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and in accordance with the provisions of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained receipt by the Escrow Agent pending resolution of a certificate (an "Interim Distribution Certificate") signed by Buyer certifying that (i) enclosed therewith is a true, accurate and complete copy of a demand for payment (including any assessment or determination of an amount due), relating to one or more Audits, from the Internal Revenue Service (the "IRS") and/or the Massachusetts Department of Revenue (the "DOR") or (ii) Buyer reasonably believes the amount instructed to be paid therein is payable to the IRS and/or the DOR, relating to one or more Audits, and instructing the Escrow Agent to pay to the IRS and/or the DOR, as the case may be, the amount set forth in such claims. As soon as each such claim has been resolvedInterim Distribution Certificate, which Interim Distribution Certificate shall be accompanied by the demand for payment, if any, the Escrow Agent shall deliver the remaining portion make payments out of the Escrow Release Amount not required to satisfy Fund in accordance with such claim Interim Distribution Certificate in immediately available funds within five (5) business days after receipt of such Interim Distribution Certificate or any remaining unresolved claims as soon as possible thereafter. (c) Upon receipt by the Escrow Agent of a certificate (a "Final Distribution Certificate") signed by Buyer certifying that (i) full and final settlements with the IRS and the DOR of all matters relating to the Audits have been reached, and (ii) either (A) enclosed therewith is a true, accurate and complete copy of a demand for payment (including any assessment or determination of an amount due) from the IRS and/or the DOR or (B) Buyer reasonably believes the amount instructed to be paid therein to the IRS and/or the DOR is payable to the IRS and/or the DOR, and instructing the Escrow Participants. Distributions Agent to (x) pay to the IRS and/or the DOR, as the case may be, the amount set forth in such Final Distribution Certificate and (y) pay in accordance with such Final Distribution Certificate the remaining balance, if any, of the Escrow Release Amount to Fund, the Escrow Participants pursuant to this Section 8.5 Agent shall be made make payments out of the Escrow Fund in accordance with the terms and conditions such Final Distribution Certificate in immediately available funds within five (5) business days after receipt of such Final Distribution Certificate or as soon as possible thereafter. Prior to making any payments out of the Escrow Agreement and in proportion Fund pursuant to their respective Pro Rata Portion subparagraph (c) of this Section 4, the remaining Escrow Amount, with each amount rounded Agent shall provide written notice to the nearest whole cent Stockholders' Representative that it has received a Final Distribution Certificate ($0.01); provided that any distributions to be made to the holders a copy of Cashed-Out Options who remain employees of Parent or the Surviving Corporation which shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)accompany such notice) from Buyer.

Distribution of Escrow Fund. (a) Pursuant to Section 2.10(c)(iii) and the terms of the Escrow Agreement, the Escrow Agent shall deliver from the Escrow Fund an amount equal to any negative Actual Adjustment to Parent. (b) Upon the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Paying Agent for further distribution to the Company Securityholders and Carve Out Participants, as applicable, in accordance with the Payment Schedule, as updated pursuant to Section 6.10; provided, however, that if, at any time on or prior to the Escrow Termination Date, any Indemnified Party delivers to the Stockholders’ Representative and the Escrow Agent a Claim Certificate asserting a claim for recovery under Section 8.3, then the Escrow Fund shall not terminate with respect to any the amount (or reasonably anticipated amount of Losses set forth in such Claim Certificate and which shall be subject to the objection of the Securityholders’ Representative and the subsequent arbitration resolution of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on this Agreement and the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Paying Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and in accordance with the provisions of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Escrow Agent pending resolution of such claimsAgreement. As soon as each all such claim has claims have been resolved, the Escrow Agent shall deliver cause the distribution of the remaining portion of the Escrow Release Amount not required to satisfy such claim or the Company Securityholders and Carve Out Participants in accordance with the Payment Schedule, as updated pursuant to Section 6.10. Notwithstanding anything to the contrary herein, Parent may, at any remaining unresolved claims time prior to the Escrow Participants. Distributions Agent’s delivery of the Escrow Release Amount to the Paying Agent, provide written notice to the Escrow Participants pursuant Agent, with a copy to this Section 8.5 shall be made the Stockholders’ Representative, instructing the Escrow Agent to deliver to Parent an amount equal to the 382 Fees (providing such amount does not exceed $[…***…]), and the Escrow Agent shall, within two (2) Business Days of delivery of such notice, pay such amount by wire transfer to Parent in accordance with the terms and conditions of instructions provided by Parent to the Escrow Agreement and in proportion Agent. At each time that amounts are to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded be released to the nearest whole cent ($0.01); provided that any distributions to be made Company Securityholders from the Escrow Fund, the amounts due and distributable to the holders recipients of Cashed-any Carve Out Options who remain employees of Parent or the Surviving Corporation Payments shall be delivered by the Paying Agent to Parent a designated Company payroll account (or otherwise as instructed by the Surviving Corporation Company) for further delivery distribution to the holders Carve Out Participants, and the Company shall be entitled to effect any Tax withholdings required by law in respect of Cashed-such amounts. Prior to the calculation of the distribution of any amounts so released, Employment Taxes thereon (calculated on an iterative basis) shall reduce the amount so distributed to the Company Securityholders and recipients of any Carve Out Options pursuant to Section 2.9(d)Payments, and such Employment Taxes shall be deposited in an account designated by the Company.

Distribution of Escrow Fund. (a) Pursuant to Section 2.10(c)(iii) On the Initial Escrow Release Date, Parent and the Securityholder Representative Committee shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow Agent shall deliver to transfer (a) $9,000,000, minus (b) the sum of (i) all amounts distributed from the Escrow Fund an on or prior to the Initial Escrow Release Date pursuant to Section 8.2(b), plus (ii) the aggregate amount equal of unsatisfied or disputed claims for Losses made prior to any negative Actual Adjustment the Initial Escrow Release Date, to Parent. (b) Upon the Company Securityholders in accordance with their respective Pro Rata Portions. On the Escrow Termination Date, Parent and the then remaining amount Securityholder Representative Committee shall, in accordance with the terms of the Escrow Fund (includingAgreement, for the avoidance of doubt, any interest, dividends and payments on instruct the Escrow Amount that have not been deducted by Parent in order Agent to pay taxes on such amounts pursuant to Section 8.2(a)transfer (x) and the then remaining remainder of the Escrow Fund, less (y) the aggregate amount of unsatisfied or disputed claims for Losses made prior to the Representative Reimbursement Fund Escrow Termination Date (the “Escrow Release Amount”) shall promptly be delivered ), less any required withholding of Taxes under applicable Law, to the Escrow Participants; provided, however, that the Escrow Fund shall not terminate with respect to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and Company Securityholders in accordance with the provisions of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Escrow Agent pending resolution of such claimstheir respective Pro Rata Portions. As soon as each all such claim has unsatisfied or disputed claims have been resolvedresolved and fully paid, Parent and the Escrow Agent shall deliver the remaining portion of the Escrow Release Amount not required to satisfy such claim or any remaining unresolved claims to the Escrow Participants. Distributions of the Escrow Release Amount to the Escrow Participants pursuant to this Section 8.5 shall be made Securityholder Representative Committee shall, in accordance with the terms and conditions of the Escrow Agreement Agreement, instruct the Escrow Agent to transfer any amounts remaining in the Escrow Fund (which amounts shall be added to and be considered part of the Escrow Release Amount), less any required withholding of Taxes under applicable Law, to the Company Securityholders in proportion to accordance with their respective Pro Rata Portion of the remaining Escrow AmountPortions. If any withholding pursuant to applicable Law is required in connection with such payments, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered cooperate with the Securityholder Representative Committee to Parent make such payments (and effect such withholding) through its or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)Corporation’s payroll system.

Distribution of Escrow Fund. (ai) Pursuant Subject to Section 2.10(c)(iii) the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m., California time, on the terms seventh day following the termination of the Escrow AgreementPeriod, and the Escrow Agent shall deliver from distribute the Escrow Fund an amount equal to any negative Actual Adjustment to Parent. (b) Upon the Escrow Termination Date, the then remaining amount portion of the Escrow Fund (including, for relating to the avoidance of doubt, any interest, dividends and payments on the Base Escrow Amount that to the Company Stockholders (and to the former holders of Company Warrants who have not been deducted by Parent executed Warrant Termination Agreements) following such termination in order to pay taxes on accordance with the Initial Escrow Release Spreadsheet (such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (distribution, the “Initial Escrow Release AmountDistribution”) shall promptly be delivered to the Escrow Participants); provided, however, that the Escrow Fund shall not terminate (i) with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Section 8.2(a) (subject “Unresolved Claims”) delivered prior to the objection termination of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the Escrow Period with respect to facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Expiration Date, (ii) with respect to the Sales Tax Escrow Termination Date and in accordance Amount, or (iii) with respect to the provisions of this ARTICLE VIIISecurityholder Representative Expenses Reserve, and in the event any such claims exist, all or any portion of amounts shall not be distributed to the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Escrow Agent pending resolution of Company Securityholders at such claimstime. As soon as each such claim has all Unresolved Claims have been resolvedresolved after the Escrow Period termination date, the Escrow Agent shall deliver the remaining portion of the Escrow Release Amount Fund (including any remaining portion of the Securityholder Representative Expenses Reserve, but excluding any remaining portion of the Sales Tax Escrow Amount), if any, not required to satisfy such claim or any remaining unresolved claims Unresolved Claims, (i) first, to the Securityholder Representative for any Representative Losses and Advisory Committee Expenses that have not previously been paid to the Securityholder Representative, and (ii) second, to the Company Stockholders (and the former holders of Company Warrants who have executed Warrant Termination Agreements) (such distribution to the Company Stockholders and former holders of Company Warrants, the “Final Escrow Participants. Distributions Distribution”, and the date of the Final Escrow Release Amount to Distribution, the “Final Escrow Participants pursuant to this Section 8.5 shall be made Distribution Date”), in accordance with the terms and conditions of the Final Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d)Release Spreadsheet.