Common use of Escrow Amount Clause in Contracts

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Ninety Thousand Eight Two Hundred Forty-Six One Dollars ($533,84690,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Seven Thousand Two Hundred Ninety-Nine Dollars ($533,846347,299) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Twenty Eight Thousand Six Hundred Thirty-Three Thousand Eight Hundred Forty-Six Fourteen Dollars ($533,84628,614) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At In order to secure Sellers’ indemnity as provided in this Article VII, on the ClosingClosing Date, Seller the Principal Sellers and Buyer the Purchasers shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) Agreement with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six Six (6) months after the Closing Date (as defined in Section 1.06 hereof)Date, the Principal Sellers shall instruct the Escrow Agent to return to Sellers an amount equal to fifty percent (50%) of the portion of Indemnification Escrow Amount then remaining in escrow pertaining to the deposit of ten percent (10%) of the Estimated Purchase Price, less the amount of any Claims made by Purchasers under this Article VII. On the Escrow Agreement and not then subject to an outstanding Indemnification Claim first anniversary of the Closing Date, the Principal Sellers shall be paid by instruct the Escrow Agent to Seller. The Escrow Agreement shall expire upon return to Sellers the termination balance of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Indemnification Escrow Amount in disputepertaining to the deposit of ten percent (10%) of the Estimated Purchase Price shall be returned to the Sellers, in each case until less the final resolution amount of any unpaid Claims made by Purchasers under this Article VII. In the event that one (1) year after the Closing Date there are any unresolved Claims for indemnification made by Purchasers under this Article VII, subject to the continued withholding of a portion of the Indemnification Escrow Amount pursuant to the terms of Schedule 6.8, the balance of the Indemnification Escrow Amount not needed to pay such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided Claims shall be distributed to the Sellers Escrow Account for the account of the Sellers and such amounts needed to pay such Claims shall remain in the Escrow Account and shall be distributed to the Sellers Escrow Account for the account of the Sellers if and to the extent that such Claims against the Sellers are resolved and such amount is not needed to pay such Claims. The Escrow Agent shall comply with all requests from the Principal Sellers so long as the Escrow Agent receives no objection from Purchasers, in writing, within five (5) days after such request. Notwithstanding the foregoing, the release of the Additional Escrow Amounts shall be governed by Section 6.1 and Section 6.8 and the terms of the Escrow Agreement. Upon the receipt of funds in the Sellers Escrow Account, the Principal Sellers shall promptly instruct the Escrow Agent to distribute such funds to the Sellers based on the terms of the Company Operating Agreement (as if it were in effect at the time of such distribution).

Escrow Amount. At On the ClosingClosing Date, Seller Parent shall deposit with the Escrow Agent the Escrow Cash and Buyer shall enter into the Escrow Shares, to be held in trust as an escrow agreement fund (such amount and shares in deposit (as may be reduced from time to time), together with any interest, dividends, gains and other income thereon, the “Escrow Fund”), which amounts shall not become payable as of the Closing Date but shall instead be paid in accordance with, and subject to the provisions of, Article 10 and pursuant to the terms of an Escrow Agreement in substantially the form attached hereto as Exhibit A I (the “Escrow Agreement”). Notwithstanding the foregoing, pursuant to which Seller the extent that an Indemnifying Party (or the Company on such Indemnifying Party’s behalf) has not delivered a fully completed and validly executed Investor Questionnaire to either the Exchange Agent or Parent on or before the Closing Date, Parent shall not deposit any portion of such Indemnifying Party’s Escrow Cash and Escrow Shares (if any) with the Escrow Agent. As soon as reasonably practicable following the delivery of a fully completed and validly executed Investor Questionnaire by any such Indemnifying Party to Parent or the Exchange Agent, Parent shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars such Indemnifying Party’s Escrow Cash and Escrow Shares ($533,846) (the “Escrow Amount”if any) with the Escrow Agent, other than any such cash or shares that Parent would have been entitled to recover from the Escrow Fund pursuant to Article 10 or Article 11 had they been deposited therein on the Closing Date, which shares or cash shall be forfeited to Parent at such time as such shares or cash would have been released to Parent from the Escrow Fund had they been deposited on the Closing Date. The Escrow Fund shall be held as partial security for any Damages for which any of the Indemnified Parties are entitled to recovery under this Agreement, including Article 10 and Article 11. The Escrow Amount shall be withheld from the amounts payable to Indemnifying Parties pursuant Sections 2.3(c) and 2.3(d), and the amount of Escrow Cash and Escrow Shares so withheld from each Indemnifying Party shall be deemed to have been contributed to the Escrow Fund with respect to such Indemnifying Party. Parent shall pay all of the fees and expenses associated with the hiring and retention of the Escrow Agent. Except to the extent delivered to Parent or an Indemnified Party in connection with an indemnity claim pursuant to Article 10 or in connection with Article 11, the Parent Shares transferred to the Escrow Fund shall be treated by Parent and its Affiliates as issued and outstanding capital stock of Parent, and shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement as a segregated book position registered in the name Wilmington Trust N.A., as Escrow Agent, in trust for the account and benefit of the Indemnifying Parties. The Indemnifying Parties will be entitled to exercise voting rights, and will be entitled to receive dividends (other than non-taxable stock dividends, which shall be withheld by Parent and included as security part of the Escrow Fund), in each case with respect to such Parent Shares. Parent shall be treated as owner of cash in the Escrow Fund for Seller’s indemnification obligations under Section 15 hereof. All Tax purposes prior to disbursement and all interest accruing on or other Taxable income, if any, earned from the investment of such cash in the Escrow Fund pursuant to this Agreement shall be treated for tax purposes as earned by Parent provided that the Escrow Agent is hereby authorized and directed to distribute to Parent (i) within thirty (30) days after the end of each quarter, and (ii) upon any final release of cash held in the Escrow Fund, an amount equal to forty five (45) percent of all interest or other taxable income earned on the Escrow Amount shall Fund during such quarter (for purposes of clause (i)) or during the portion of the year ending on the date of release (for purposes of clause (ii), as applicable). It is intended that the cash in the Escrow Fund will qualify for installment sale reporting under Section 453 of the Code. Any payments to be made out of the Escrow Fund for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Indemnifying Parties shall be paid by the Escrow Agent to Sellermade in accordance with Section 10.7. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portionEach Indemnifying Party’s right, if any, of the then remaining Escrow Amount not in dispute to Seller; providedreceive amounts or shares, howeveras applicable, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of from the Escrow Agreement Fund are non-transferable and non-assignable, except that each Indemnifying Party shall be extendedentitled to assign such Indemnifying Party’s rights to such amounts or shares, and as applicable, by will, by the Escrow Agent shall continue to hold in escrow the portion Laws of the then Escrow Amount in dispute, in each case until the final resolution intestacy or by other similar operation of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementlaw.

Escrow Amount. At In connection with the ClosingStock Exchange and the Merger, Seller Parent, the Stockholders’ Agent, Continental Stock Transfer and Buyer shall enter Trust Company (the “Escrow Agent”), Xxxxxxxxx, individually, and Xxxxxxx Xxxxx (“Xxxxx”) are entering into an the escrow agreement in the form attached hereto as Exhibit A C (the “Escrow Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, in connection with any payment hereunder, Parent shall withhold from the shares issued to each of the Rollover Stockholders pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars Section 1.1 ($533,846excluding the Transferred Common Shares Consideration) and the cash otherwise payable to each holder of outstanding Common Stock (the “Common Stockholders”) in accordance with Section 1.7(a) cash and shares (the “Escrow AmountShares”) with in an amount equal to such holder’s Pro Rata Share of the Escrow AgentAmount as set forth on the Payment Spreadsheet. For purposes of the foregoing, which each such holder’s “Pro Rata Share” shall be a fraction whose numerator is the aggregate number of shares of Common Stock held by such holder immediately prior to the Stock Exchange, and whose denominator is the aggregate number of shares of Common Stock outstanding immediately prior to the Stock Exchange and “Escrow Amount” shall initially mean $1,720,000 (with references to the Escrow Agent Amount in a segregated account this Agreement, as security for Sellerat any applicable date, giving effect to any reduction of such amount from time to time (including, without limitation, the Step-Down pursuant to Article 8 of this Agreement)). In calculating each Common Stockholder’s indemnification obligations Pro Rata Share of the Escrow Amount to be withheld from the shares or cash to which such Common Stockholder is otherwise entitled under Section 15 hereof1.1 and Section 1.7, the shares shall be valued at $5.98 per share. All interest accruing on Amounts to be withheld in respect of each Rollover Stockholder’s Pro Rata Share of the Escrow Amount shall be withheld first from shares of Parent Common Stock issued pursuant to Section 1.1. If the value of such withheld shares (which shall be valued at $5.98 per share) is insufficient to provide for such Rollover Stockholder’s Pro Rata Share of the benefit Escrow Amount, then and only to the extent of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined insufficiency shall cash otherwise payable to be liable for and such Rollover Stockholder in respect of Common Stock be withheld by Parent to satisfy such Indemnification Claim by a court Rollover Stockholder’s obligations in respect of competent jurisdictionthe Escrow Amount. Promptly following the Effective Time, then Parent shall cause the Escrow Amount consisting of cash and shares to be deposited with the Escrow Agent promptly thereafter and the Escrow Agent shall pay hold such Indemnification Claim shares in full its vault and such cash in an interest bearing escrow account (collectively, the shares and cash, the “Escrow Fund”) as security for the indemnification obligations under Article 8 and for purposes of paying any Adjustment Amount pursuant to BuyerSection 1.7(h)(iii). All income and gains earned on the Escrow Fund shall be included by Parent as taxable income or loss of Parent and the Escrow Agreement shall provide for the Escrow Agent to make quarterly distributions to Parent equal to forty percent (40%) of the taxable income recognized on the Escrow Fund in such quarter to satisfy any tax obligations that arise as a result of such income and gains being attributed to Parent. Any income and gains of the Escrow Fund shall be available to Parent as part of the Escrow Fund, all as more particularly provided but if not paid to Parent in connection with the indemnification obligations owed to any Parent Indemnitee, or paid to Parent to cover Taxes, shall ultimately be distributable to the Common Stockholders in accordance with this Agreement and the Escrow Agreement. On The parties acknowledge and agree that any amounts (whether principal or income and gains on principal earned during the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) term of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid Fund) distributed by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter from the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior Fund to the expiration of Common Stockholders pursuant to the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement shall be extendedtreated, for U.S. federal income tax purposes, as additional consideration paid to the Common Stockholders for their shares pursuant to the Stock Exchange and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all Merger as more particularly provided in the Escrow Agreementand when that amount is distributed.

Escrow Amount. At the Closing, Seller and Buyer Intermediate Corp shall enter deposit the Escrow Amount into an escrow agreement in the form attached hereto as Exhibit A interest-bearing account (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow AmountAccount”) with the Escrow & Exchange Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on and the Escrow Amount shall be for remain in escrow subject to the benefit terms of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), this Agreement and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six Agreement until twelve (612) months after following the Closing Date (as defined in Section 1.06 hereof), fifty percent the “Escrow Release Date”) (50%) subject to the terms of the Escrow Amount then Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in escrow under the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and not then subject (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to an outstanding Indemnification Claim the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be paid by immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portionAmounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior provisions contained therein relating to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution receipt of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in amounts that are payable within the Escrow Agreementshort term deferral period following the lapse of a substantial risk of forfeiture.

Escrow Amount. At the Closing, Seller and Buyer Purchaser shall enter into an deposit, or cause to be deposited, $5,000,000 (plus any interest or earnings thereon net any escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”)fees, pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) ), in cash with the Escrow Agent, which shall . The Escrow Amount will be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofaccordance with the Escrow Agreement to be executed and delivered by Sellers, Purchaser and the Escrow Agent at the Closing. All interest accruing on the The Escrow Amount shall be for paid in whole or in part in accordance with the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) terms of the Escrow Amount then remaining in escrow under Agreement to (i) Purchaser Indemnified Parties to the Escrow Agreement and not then subject extent necessary to an outstanding Indemnification Claim shall be paid by satisfy any obligation of Sellers pursuant to Section 8.2, (ii) Purchaser, at its election, to satisfy a payment obligation of Sellers, if any, pursuant to Section 2.5(f), (iii) Sellers, on the Escrow Agent date that is twelve (12) months following the Closing Date, to Seller. The Escrow Agreement shall expire upon the termination extent of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portionexcess, if any, of $1,300,000 of the then remaining Escrow Amount not deposited at the Closing over the sum of (A) all amounts paid pursuant to the immediately preceding clauses (i) and (ii), plus (B) the maximum amount that could reasonably be expected to be necessary to satisfy all claims by the Purchaser Indemnified Parties pursuant to Section 8.2 asserted in dispute good faith on or prior to Sellersuch date (with respect to clause (B) the “Escrow Claims Estimated Amount”), (iv) Sellers, to the extent of any Escrow Amount as of the Purchaser Indemnification Deadline that is in excess of any unresolved Escrow Claims Estimated Amount; provided, however, that if prior the Litigation Matter has not been finally resolved as of the Purchaser Indemnification Deadline, the Escrow Amount released pursuant to this clause (iv) will be the amount of any remaining Escrow Amount as of the Purchaser Indemnification Deadline in excess of the sum of $2.4 million and any unresolved Escrow Claims Estimated Amount, and, in such event, except to the expiration extent extended by Section 6.11, upon the earlier of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until five days following the final resolution of the Litigation Matter and three (3) years following the Closing Date (such Indemnification Claim or litigation or proceeding relating theretodate, all as more particularly provided the “Litigation Matter Release Date”), any remaining Escrow Amount in excess of any unresolved Escrow Claims Estimated Amount shall be released to Sellers. The Escrow Claims Estimated Amount will be released pursuant to the terms of the Escrow Agreement. Any amounts distributed to Sellers from the Escrow Amount shall be divided among the Sellers as set forth on Schedule 2.3 of the Disclosure Letter.

Escrow Amount. At the Closing, Seller Company, the Shareholders, Parent ------------- and Buyer an escrow agent to be designated and approved by the parties (the "Escrow Agent") shall enter into an execute the escrow agreement in substantially the form of Exhibit C attached hereto as Exhibit A (the “"Escrow Agreement”"). The Escrow Agreement shall provide, pursuant among other terms, that 20% of Stock Consideration issued to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) the Shareholders (the “Escrow Amount”"Escrowed Shares") with the Escrow Agent, which shall be held by the Escrow Agent in for a segregated account as security for Seller’s indemnification period of twenty-four (24) months after Closing to secure the Shareholders' obligations under Section 15 hereof8.2(a) herein. All interest accruing on If the Escrow Amount Shareholders become obligated to indemnify Parent and Sub with respect to an Indemnifiable Claim and the amount of liability with respect thereto shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)have been finally determined, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full release the appropriate number of Escrowed Shares to Buyer, all as more particularly provided in Parent for cancellation pursuant to the terms of the Escrow Agreement. On The fair market value per share of the date which is six (6Escrowed Shares shall be the Average Closing Price or if applicable the Adjusted Average Closing Price as calculated at Closing pursuant to Section 2.5(a) months after herein. Notwithstanding any other provision of this Agreement, the Escrow Agreement, or the Operative Documents, the Shareholders' liability for indemnification shall be limited as set forth in Section 8.2(a)(iv) of this Agreement. The Escrowed Shares shall be automatically released to the Shareholders on the second anniversary of the Closing Date if there are no pending Indemnifiable Claims. Prior to such date, the Escrowed Shares shall be released to the Shareholders within ten (as defined in Section 1.06 hereof), fifty percent (50%10) business days after receipt by Escrow Agent of written instructions signed by Parent and the Shareholders that any of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof)following events have occurred, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.there are no pending Indemnifiable Claims:

Escrow Amount. At In connection with the ClosingStock Exchange and the Merger, Seller Parent, the Stockholders’ Agent, Continental Stock Transfer and Buyer shall enter Trust Company (the “Escrow Agent”) and the Signing Stockholders, individually, are entering into an the escrow agreement in the form attached hereto as Exhibit A C (the “Escrow Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, in connection with any payment hereunder, Parent shall withhold from the shares issued to the Rollover Stockholders pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846Section 1.1 and the cash otherwise payable to each holder of outstanding Company Capital Stock in accordance with Section 1.7(a), Stock Options in accordance with Section 1.7(b) and Warrants in accordance with Section 1.7(c) cash and, in the case of the Rollover Stockholders, shares (the “Escrow AmountShares”) with in an amount equal to such holders’ Pro Rata Share of the Escrow AgentAmount as set forth on the Payment Spreadsheet. For purposes of the foregoing, each such Stockholder’s, holder of Stock Options or holder of Warrants “Pro Rata Share” shall be equal to such holders initial Escrow Percentage as set forth on the Payment Spreadsheet, which is a fraction whose numerator is the aggregate Merger Consideration payable to such holder as set forth in the Payment Spreadsheet, and whose denominator is $11,308,650. When calculating the Rollover Stockholders’ initial Pro Rata Share of the Escrow Fund, the value of the Escrow Shares shall be held by $750,245 for Xxxxxx Xxxxx and $150,000 for Xxxx Xxxx. For purposes of the foregoing, “Escrow Amount” shall initially mean $1,800,000 (with references to the Escrow Agent Amount in a segregated account this Agreement, as security for Seller’s indemnification obligations under Section 15 hereofat any applicable date, giving effect to any reduction of such amount from time to time). All interest accruing on Amounts to be withheld in respect of the Rollover Stockholders’ Pro Rata Share of the Escrow Amount shall be withheld first from shares of Parent Common Stock issued pursuant to Section 1.1. If the value of such withheld shares (which shall be valued at $5.99 per share) is insufficient to provide for the benefit Rollover Stockholders’ Pro Rata Share of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)Escrow Amount, then and Seller does not dispute only to the extent of such Indemnification Claim, or is determined insufficiency shall cash otherwise payable to be liable for and the Rollover Stockholders in respect of Company Capital Stock be withheld by Parent to satisfy such Indemnification Claim by a court Rollover Stockholders’ obligations in respect of competent jurisdictionthe Escrow Amount. Promptly following the Effective Time, then Parent shall cause the Escrow Amount consisting of cash and shares to be deposited with the Escrow Agent promptly thereafter and the Escrow Agent shall pay hold such Indemnification Claim shares in full its vault and such cash in an interest bearing escrow account (collectively, the shares and cash, the “Escrow Fund”) as security for the indemnification obligations under Article 8 and for purposes of paying any Adjustment Amount pursuant to BuyerSection 1.7(h)(iii). All income and gains earned on the Escrow Fund shall be included by Parent as taxable income or loss of Parent and the Escrow Agreement shall provide for the Escrow Agent to make quarterly distributions to Parent equal to forty percent (40%) of the taxable income recognized on the Escrow Fund in such quarter to satisfy any tax obligations that may arise as a result of such income and gains being attributed to Parent. Any income and gains of the Escrow Fund shall be available to Parent as part of the Escrow Fund, all as more particularly provided but if not paid to Parent in connection with the indemnification obligations owed to any Parent Indemnitee, or paid to Parent to cover Taxes, shall ultimately be distributable to the Stockholders, holders of Stock Options and holders of Warrants in accordance with this Agreement and the Escrow Agreement. On The parties acknowledge and agree that any amounts (whether principal or income and gains on principal earned during the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) term of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid Fund) distributed by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter from the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior Fund to the expiration Stockholders, holders of Stock Options and holders of Warrants pursuant to the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement shall be extendedtreated, for U.S. federal income tax purposes, as additional consideration paid to the Stockholders, holders of Stock Options and holders of Warrants for their shares pursuant to the Stock Exchange and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all Merger as more particularly provided in the Escrow Agreementand when that amount is distributed.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A “M” (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six One Million and 00/100 Dollars ($533,8461,000,000.00) (the “"Escrow Amount”") with the Escrow AgentEscrowee, which shall be held by the Escrow Agent Escrowee in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofthis Agreement and for breaches of representations and warranties of BUSDOCS/1435908.8 Seller under this Agreement. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 22(f) hereof (an “"Indemnification Claim”"), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent Escrowee promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 23(b) hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At The Escrow Amount shall be disbursed as described in this Section 9.12 and the ClosingEscrow Agreement, Seller and Sellers’ Representative and Buyer shall enter into direct the Escrow Agent and take such other actions as are reasonably required to cause such funds to be disbursed in accordance with the terms of this Agreement. As set forth in Section 9.06, Buyer shall be entitled to receive from the Escrow Amount any indemnifiable Losses to which Buyer is entitled under this Agreement. Subject to Buyer’s right to make a claim pursuant to this Article IX and the Escrow Agreement, Sellers’ Representative and Buyer shall (1) on the date that is fifteen (15) months following the Closing Date, direct the Escrow Agent to disburse Sellers an escrow agreement in amount equal to $800,000, less any amounts paid to any Buyer Indemnitee prior to such date from the form attached hereto as Exhibit A Escrow Amount and less any pending but unresolved claims against the Escrow Amount and, (2) on the date that is twenty four (24) months following the Closing Date (the “Escrow AgreementDisbursement Date”), pursuant disburse the then remaining Escrow Amount to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with Sellers; provided however, if Buyer has made a claim under this Article IX prior to the Escrow Agent, which shall be held by Disbursement Date and such claim has not been resolved prior to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount Disbursement Date, Sellers’ Representative and Buyer shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by direct the Escrow Agent to Seller. The Escrow Agreement shall expire upon (i) disburse an amount equal to the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, excess of the then remaining Escrow Amount not over the amount of Losses set forth in dispute such claim to Seller; provided, however, that if prior to Sellers on the expiration of Escrow Disbursement Date and (ii) retain the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term remaining portion of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion Amount until resolution of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementopen claim.

Escrow Amount. At Ten percent (10%) of the sum of (i) the aggregate Merger Consideration plus (ii) the Deemed Option Consideration, in the form of Centra Common Stock and cash in amounts proportional to the percentage of the Merger Consideration represented by each, shall be paid to the Exchange Agent to be held in an interest bearing account pursuant to the Escrow Agreement substantially in the form of Exhibit C hereto (the "Escrow Amount"). As of the Closing, Seller the Company and Buyer Centra shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on calculate the Escrow Amount applicable to each Shareholder and shall be instruct the Exchange Agent accordingly. If either Centra or the Surviving Corporation suffers a Loss for which indemnification is available hereunder, Centra or the benefit Surviving Corporation, as the case may be, shall have the right to receive from the Escrow Amount the amount of Sellerthe Loss (each such amount, a "Retention Payment"). In the event Buyer makes that such a written Loss occurs and the Surviving Corporation or Centra shall make a claim pursuant to Article X against the Escrow Amount, upon final settlement or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect adjudication of such Indemnification Claim by a court claim in favor of competent jurisdiction, then Centra or the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full Surviving Corporation pursuant to Buyer, all as more particularly provided in the terms of the Escrow Agreement. On , the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Exchange Agent shall pay the portionamount of such Retention Payment from the Escrow Amount to Centra or the Surviving Corporation, as the case may be. The Escrow Amount shall remain in escrow until the Surviving Corporation and Centra shall no longer have the right to make any indemnification claim hereunder and all indemnification claims made by Centra or the Surviving Corporation previously shall have been resolved (and paid, if anyrequired), of the then whichever is earlier, whereupon any remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or and any other proceeding on account of any such claim, the term of the Escrow Agreement interest accrued thereon shall be extended, and the Escrow Agent shall continue paid to hold each Shareholder in escrow the portion of the then Escrow Amount in dispute, in accordance with each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementShareholder's Allocation Percentage.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification the general obligations of Target and the Significant Target Shareholders under Section 15 hereof. All interest accruing this Agreement, the lesser of (i) an amount of Merger Consideration having a value of 10% of the value of the total Merger Consideration (with each share of Acquiror Common Stock valued for this purpose at the closing price of Acquiror Common Stock on the Escrow Amount shall be NASDAQ on the day immediately preceding the Closing Date) and (ii) the amount calculated by part (i) of this Section, reducing the Merger Securities held in escrow by an amount necessary for the benefit total value of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)shares of Acquiror Common Stock included in the Merger Securities, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect less the total value of such Indemnification Claim by a court all shares of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided Acquiror Common Stock included in the Escrow Agreement. On Account, to be equal to the date which is six sum of: (6x) months after the Closing Date Cash Component, plus (y) the aggregate amount of Cash Out Amounts and Deal Expenses payable at the Closing, plus (z) the total value of shares of Acquiror Common Stock included in the Escrow Account (collectively, the "Escrow Amount") shall be delivered by Acquiror (on behalf of the Significant Target Shareholders, allocable to each of them on a pro rata basis compared with the value of Merger Consideration payable to each of them in connection with the Merger) to NBD Bank, as defined in Section 1.06 hereofescrow agent (the "Escrow Agent"), fifty percent (50%) of the Escrow Amount then remaining to be deposited and held in and released from escrow under pursuant to the Escrow Agreement to be entered into at the Closing, and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined deposited and held in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior escrow pursuant to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term provisions of the Escrow Agreement shall be extendeduntil May 31, 1999. Subject to the foregoing, the mix of Merger Securities and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided Cash Component in the Escrow AgreementAccount shall be identical to the mix of Merger Securities and Cash Component payable to the Significant Target Shareholders, in the aggregate, in connection with the Merger, or as Acquiror and each Significant Target Shareholder shall otherwise agree. For purposes of this Section, each share of Acquiror Common Stock shall be deemed to have a value equal to the closing price of Acquiror Common Stock on the NASDAQ on the day immediately preceding the Closing Date.

Escrow Amount. At (a) As a mechanism to satisfy the Closingindemnification obligations of the Chairman Parties under Section 1, Seller and Buyer the Chairman Parties agree that at or as soon as practicable after the Chairman Parties receive the payment in respect of their Shares and/or Company Share Awards under the Merger Agreement, the Chairman Parties shall enter into deposit an amount equal to US$40,000,000 (such amount, the “Escrow Amount”) or otherwise cause the Escrow Amount to be deposited with Citibank, N.A., Hong Kong Branch as escrow agent (the “Escrow Agent”), which shall be held by the Escrow Agent pursuant to an escrow agreement to be entered into on the Closing Date by and among Parent, the Chairman Parties and the Escrow Agent substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”), . Parent may direct that the Escrow Amount be funded by directly deducting from the proceeds received or receivable by any Chairman Party pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with transactions contemplated by the Merger Agreement and be placed in the Escrow Agent, which shall be held by Account and each Chairman Party irrevocably authorizes the Escrow Agent in a segregated account as security for Seller’s foregoing. The Chairman Parties further agree that their indemnification obligations under Section 15 hereof. All interest accruing on 1 shall be satisfied first from the Escrow Amount, and to the extent the Escrow Amount is insufficient to fully satisfy such indemnification obligations, the Chairman Parties agree that they shall be jointly and severally liable to indemnify Parent for any and all Losses that are not recoverable from the benefit of SellerEscrow Amount (all such Losses, up to the Indemnification Cap, the “Excess Amount”). In the event Buyer makes the Chairman Parties fail to pay the entire Excess Amount to Parent (or as directed by Parent to the Company) within five (5) Business Days following written demand by Parent, (i) Parent shall be entitled to satisfy the Chairman Parties’ obligation to pay the Excess Amount, in addition to any other legal remedies available to it by: (i) setting-off any dividends or distributions otherwise payable to the Chairman Parties in respect of their ownership interest in Holdco, as the case may be, from time to time, against any unpaid Excess Amount; and/or (ii) at the election of the Sponsors, either the Sponsors (on a written claim pro rata basis in accordance with the Sponsors’ relative equity investments in Holdco) or demand Holdco shall be entitled to satisfy the Chairman Parties’ obligation to pay the Excess Amount by purchasing one or more Chairman Parties’ equity interests in Holdco, at a price per share equal to 50% of the per share value of shares of Holdco on the Closing Date (which per share value shall, for indemnification under Section 15 hereof the avoidance of doubt, equal the amount obtained by dividing the aggregate equity contribution to Holdco on the Closing Date (an “Indemnification Claim”including the amount of cash contributed by affiliates of the Sponsors and the value of the Rollover Securities of the Chairman Parties and Fosun International Limited determined by reference to the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable) by the number of ordinary shares of Holdco issued on the Closing Date), and Seller does not dispute such Indemnification Claimsetting-off the purchase price otherwise payable by the Sponsors or Holdco, or is determined to be liable for and as applicable, in respect of such Indemnification Claim by a court of competent jurisdictionHoldco shares against any unpaid Excess Amount, then with representations from the Escrow Agent promptly thereafter shall pay applicable Chairman Parties as to its or their title to, and its or their ability to transfer, such Indemnification Claim equity interests in full to Buyer, all as more particularly provided Holdco (the additional remedies set forth in the Escrow Agreement. On the date which is six clauses (6i) months after the Closing Date and (as defined in Section 1.06 hereof), fifty percent (50%ii) of the Escrow Amount then remaining in escrow under the Escrow Agreement are not mutually exclusive and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent available at any time an Excess Amount is owed to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereofParent and from time to time), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior the Chairman Parties whose equity interests in Holdco was purchased by the Sponsors or Holdco, as applicable, pursuant to the expiration foregoing clause (ii) shall have the right to repurchase such equity interests within six (6) months of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account closing date of any such claimpurchase for the same price per share that was deemed to have been paid by the Sponsors or Holdco, as applicable, plus interest through the term closing date of any such repurchase at 10% per annum. In furtherance of the Escrow Agreement foregoing, Holdco shall be extended, and make the Escrow Agent shall continue necessary changes in its register of members to hold in escrow the portion reflect any transfer of the then Escrow Amount equity interests of one or more Chairman Parties in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementHoldco pursuant to this Section 2.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the The Escrow Amount shall be available to compensate the Buyer for any Working Capital deficiency and to compensate the benefit of SellerBuyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. In To the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then extent the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full Amount has not been fully distributed to Buyer, all as more particularly provided in the Escrow Agreement. On satisfy Buyer claims on the date which that is six (6) months after the Closing Date Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to the Shareholders’ Representative from the Escrow Amount one third (as defined 1/3) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 1.06 hereof9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, fifty percent the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse from the Escrow Amount to the Shareholders’ Representative one half (50%1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then remaining outstanding Buyer claims (including without limitation claims described in escrow under Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Agreement Amount, and, upon final disposition of all such claims, the Buyer and not then subject the Shareholders’ Representative shall provide joint written instructions to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon disburse (i) to the termination Buyer, the amount of the Survival Period (as defined in Section 15.01 hereof)any allowed claims, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior (ii) to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claimShareholders’ Representative, the term balance of the Escrow Agreement Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be extended, treated as earned by the Shareholders and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, be so reported for all as more particularly provided in the Escrow AgreementTax purposes.

Escrow Amount. At (i) On the ClosingClosing Date, Seller Parent shall transfer or cause to transfer a number of shares of Parent Common Stock and Buyer shall enter into cash equal to the Escrow Amount to the Escrow Agent to hold in trust as an escrow agreement in the form attached hereto as Exhibit A fund (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow AmountFund”) under the terms of this Agreement and the Escrow Agreement. Upon deposit of the Escrow Amount with the Escrow AgentAgent in accordance with the foregoing sentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Escrow Amount from the amounts that otherwise would be payable and issuable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i), and contributed on behalf of such Indemnifying Party its Pro Rata Portion of the Escrow Amount to the Escrow Fund; provided for the avoidance of doubt, (A) with respect to (x) the Participating Individuals and (y) any other Indemnifying Parties that Parent has deemed Unaccredited Investors pursuant to Section 1.6(g), such amounts shall have been deemed withheld solely in cash and deposited into the Escrow Fund solely as cash and (B) with respect to all other Indemnifying Parties, such amounts shall have been deemed withheld in the same proportion that shares of Parent Common Stock (having a per share value equal to the Parent Trading Price as of the First Effective Time) and cash comprise the Total Consideration issuable and payable to such Indemnifying Party pursuant to Section 1.6(b)(i), Section 1.6(c)(i) and Section 1.6(d)(i) and contributed to the Escrow Fund as cash and Escrow Shares, respectively (excluding the Parent Common Stock issued by Parent’s transfer agent into a restricted account pursuant to Section 1.9(a)). If any Earnout Consideration becomes issuable or payable (including payable after giving effect to Section 1.6(g)) pursuant to Section 1.10 prior to the Expiration Date, an amount equal to twelve and one-half percent (12.5%) of such Earnout Consideration that is issuable or payable to Indemnifying Parties pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i) shall not be issued or paid to such Indemnifying Parties and shall instead be deposited with the Escrow Agent in the Escrow Fund, which amount shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined pursuant to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On If Parent authorizes its transfer agent to transfer the date which is six (6shares of Parent Common Stock comprising the Retention Based Payment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii) months after prior to the Closing Date (as defined in Section 1.06 hereof)Expiration Date, fifty an amount equal to twelve and one-half percent (5012.5%) of the Escrow Amount then remaining in escrow under Indemnifying Parties’ aggregate Pro Rata Portions of the Retention Based Payment shall not be transferred or paid (including paid after giving effect to Section 1.6(g)) to the Indemnifying Parties and shall instead be deposited with the Escrow Agreement and not then subject to an outstanding Indemnification Claim Agent in the Escrow Fund, which amount shall be paid held by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior pursuant to the expiration terms of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At As security for any amounts payable by the Seller to the Purchaser pursuant to the terms of this Agreement at the Closing, Seller and Buyer the Purchaser shall enter into an escrow agreement in retain out of the form attached hereto as Exhibit A (the “Escrow Agreement”), Cash Consideration payable pursuant to which Seller shall Clause 3.1 and Clause 7.2.2(a) and deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) with the Escrow Agent in accordance with the terms of the Escrow Agreement an amount equal to the Indian Rupee equivalent of [ * * * ] converted by the Purchaser in accordance with Clause 6.17 (the “Escrow Amount”) with the Escrow Agent, which ). The Purchaser shall be held by the Escrow Agent in have a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on full right to apply all or any part of the Escrow Amount shall be to pay, or to provide for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)payment of, and Seller does not dispute such Indemnification Claim, or is determined any amount required to be liable for paid by the Seller to the Purchaser under the terms of this Agreement and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On Subject to the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) provisions of the Escrow Amount then remaining in escrow under Agreement, the Escrow Agreement and not then subject to an outstanding Indemnification Claim Purchaser shall be paid by instruct the Escrow Agent to Seller. The release the unapplied Escrow Agreement shall expire upon Amount to the termination Seller in the following installments: [ *** ] within 5 (five) days of the Survival Period [ *** ] yearly anniversary of the Closing Date and CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. the remaining [***] within 5 (as defined five) days of the [***] yearly anniversary of the Closing Date. If any Claim Notice has been delivered by the Purchaser to the Seller and the Parties have not reached an agreement with respect to the Purchaser’s entitlement to receive the Losses at issue in Section 15.01 hereof)such Claim Notice, and immediately thereafter then the Purchaser’s obligation to instruct the Escrow Agent shall pay the portion, if any, to release any installment of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the unapplied Escrow Agreement shall be extended, and the Escrow Agent shall continue suspended with respect to hold in escrow the portion Purchaser’s good faith estimate of the then Escrow Amount in disputeamount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in each case until the final resolution order of such Indemnification Claim or litigation or proceeding relating theretotheir maturities, all as more particularly provided in by any amounts payable by the Seller pursuant to the terms of this Agreement and the Escrow Agreement.

Escrow Amount. At In connection with, and upon, the Closingfinal payment of consideration under the Merger Agreement, Seller Purchaser shall deposit with the Escrow Agent an aggregate of (i) $118,071.10 in immediately available funds (together with any proceeds thereof, the “Cash Escrow Amount”) and Buyer shall enter into (ii) stock certificates representing an escrow agreement aggregate of 61,500 shares of the non-voting common stock of Purchaser issued in the form attached hereto as Exhibit A names of the stockholders of the Company set forth on Schedule 1 to this Agreement (each, a “Stockholder” and collectively, the “Stockholders”), such certificates representing the number of shares of common stock of Purchaser set forth opposite each such Stockholder’s name on Schedule 1 (collectively, the “Escrow Agreement”)Shares” and, pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (together with the Cash Escrow Amount, the “Escrow Amount”). The Escrow Agent shall hold the Cash Escrow Amount and, subject to the terms and conditions hereof, shall invest and reinvest the Cash Escrow Amount and the proceeds thereof as directed in Section 3. The Stockholders’ Representative hereby agrees to use commercially reasonable efforts to cause each Stockholder to execute three (3) stock powers of attorney in the form set forth on Exhibit A (“Stock Powers”) in favor of Purchaser, allowing for the transfer of such Stockholder’s Escrow Shares to Purchaser in the event, and only in the event, that Purchaser is entitled to receive any or all of such Escrow Shares pursuant to the terms hereof. The Stockholders’ Representative shall cause the Stock Powers that are provided to the Stockholders’ Representative to be deposited with the Escrow Agent, which Agent within ten (10) days following the date of this Agreement. The certificates representing the Escrow Shares will be legended to reflect the deposit of such Escrow Shares under this Agreement. Such legend shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) removed upon disbursement of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (Shares, as defined described in Section 15.01 5 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At Of the ClosingBase Ten Shares, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the “"Escrow Amount") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "Escrow Agent") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement”. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "First Release Date"), pursuant and (ii) the shares constituting the balance of the Escrow Amount will be released by Escrow Agent to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) Almedica not later than ten business days after the second anniversary of the date of this Agreement (the “"Second Release Date"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount”) Amount will be held by Escrow Agent subject to the terms of this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, which but any such shares so issued as dividends shall be held subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for First Release Date and the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined Second Release Date with respect to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) distributions of the Escrow Amount then remaining as set forth in escrow under the Escrow Agreement and not then Section 1.4, unless any such distribution is subject to an outstanding Indemnification Claim shall be paid by a dispute, in which case Base Ten and Almedica will follow the Escrow Agent to Seller. The Escrow procedures set forth in this Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), regarding notice and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account resolution of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At Notwithstanding anything to the Closingcontrary contained in this Agreement, Seller (i) an amount in cash equal to the Adjustment Escrow Amount shall not be paid to the Company Securityholders at the Effective Time, but shall instead be withheld in accordance with each Company Securityholder’s Closing Pro Rata Share of the Adjustment Escrow Amount and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A deposited with PNC Bank, National Association (the “Escrow AgreementAgent”)) and (ii) an amount in cash (such amount, pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846the “Indemnity Escrow Cash”) and shares of Acquirer Common Stock (the “Indemnity Escrow AmountShares”) with an aggregate value equal to the Indemnity Escrow Amount (with such shares of Acquirer Common Stock valued at the Closing Acquirer Stock Price) shall not be paid to the Company Securityholders at the Effective Time, but shall instead be withheld in accordance with each Company Securityholder’s Closing Pro Rata Share of the Indemnity Escrow Amount (with each Company Securityholder contributing a pro rata amount of cash and shares of Acquirer Common Stock (valued at the Closing Acquirer Stock Price) in proportion to the cash and Acquirer Common Stock payable to such Company Securityholder pursuant to Sections 1.3(a)(i)(A), 1.3(a)(ii)(A), 1.3(a)(iii)(A), 1.3(a)(iv)(A) and 1.3(a)(v)(A) prior to giving effect to this Sections 1.3(a)(v) and 1.3(c)) and deposited with the Escrow Agent. The Adjustment Escrow Funds and Indemnity Escrow Funds will be held in segregated accounts (collectively, which the “Escrow Account”) and shall be held governed by and shall be subject to the terms of this Agreement and the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofAgreement. All interest accruing on the The Adjustment Escrow Amount Funds and Indemnity Escrow Funds shall be available for the benefit of Seller. In Acquirer to satisfy any adjustment made in Acquirer’s favor pursuant to Section 1.6 and the event Buyer makes a written claim or demand for Indemnity Escrow Funds shall also be available to satisfy any indemnification under Section 15 hereof (an “Indemnification Claim”)claims made by the Acquirer Indemnified Parties pursuant to Article VIII, in each case, in accordance with and subject to the terms of this Agreement, and Seller does not dispute such Indemnification Claimshall be distributed in accordance with this Agreement. The adoption of this Agreement and the approval of the Transactions by the Company Stockholders shall constitute, or is determined to be liable for among other things, approval of the Escrow Funds and in respect the withholding of such Indemnification Claim by a court of competent jurisdiction, then and the deposit with the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in of the Escrow Agreement. On the date which is six (6) months after the applicable Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) Pro Rata Share of the Escrow Amount then remaining in escrow under from each Company Securityholder by Acquirer. No portion of the Escrow Agreement Funds (or any beneficial interest therein) may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Company Securityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Company Securityholder, in each case, prior to the distribution of such portion of the Escrow Funds to such Company Securityholder in accordance with Section 1.6 or Article VIII, as applicable, if any. The Company Securityholders shall have no right to vote the Indemnity Escrow Shares, and any dividends paid in respect of the Indemnity Escrow Shares shall be added to the Indemnity Escrow Funds (and not then subject paid directly to an outstanding Indemnification Claim the Company Securityholders at the time of payment of such dividend but shall instead be paid by deposited in the Escrow Agent to SellerAccount and released in accordance with the Escrow Agreement). The Escrow Agreement shall expire upon parties hereto agree that, for Tax purposes only, Acquirer is the termination owner of the Survival Period (as defined in Section 15.01 hereof), Escrow Funds and immediately thereafter the Escrow Agent shall pay the portionthat all interest on or other taxable income, if any, earned from the investment of the then remaining Escrow Amount not cash in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Funds pursuant to this Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all treated for Tax purposes as more particularly provided in the Escrow Agreementearned by Acquirer.

Escrow Amount. At the Closing, Seller and Buyer shall enter into The parties agree that Parent will deposit Fifteen Million Dollars ($15,000,000) in an escrow agreement account (the “Indemnity Escrow Account”) for a period of eighteen (18) months (the “Escrow Period”) to secure the due performance and payment of the indemnification obligations pursuant to Article 10 hereof (other than Section 10.02(a)(v)), Five Hundred Thousand Dollars ($500,000) in an escrow account (the “TMG Escrow Account”) for the Escrow Period to secure the due performance and payment of the indemnification obligations pursuant to Section 10.02(a)(v), and Five Hundred Thousand Dollars ($500,000) (together with the amount deposited in the Indemnity Escrow Account and the TMG Escrow Account, the “Escrowed Amount”) in an escrow account (the “Expense Escrow Account”) to cover the costs and expenses incurred by the Stockholder Representative in its capacity as such. The parties agree that JPMorgan Chase Bank, N.A. shall serve as escrow agent (the “Escrow Agent”) in connection with the Escrow Accounts. The Escrowed Amount, plus or minus any gains or losses from investments thereon shall be paid in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Exhibit A D (with such changes, if any, as the Escrow Agent may reasonably request, the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement will provide that (i) the Stockholder Representative will be reimbursed upon payment of any reasonable costs or expenses incurred in carrying out its duties under this Agreement or the Escrow Agreement from the Expense Escrow Account and any unpaid amount shall expire be released from the Expense Escrow Account and paid to stockholders promptly upon the termination instruction of the Survival Period (as defined in Section 15.01 hereof)Stockholder Representative, and immediately thereafter (ii) all other amounts in escrow not otherwise subject to a claim for indemnification shall be released from the Indemnity Escrow Agent shall pay Account and paid to the portion, if any, stockholders of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to Company at the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold Period in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in accordance with the Escrow Agreement.

Escrow Amount. At Of the ClosingBase Ten Shares, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the “"ESCROW AMOUNT") will be retained by Pitney, Xxxxxx, Xxxx & Xxxxx, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of the Escrow Agreement”Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE"), pursuant and (ii) the shares constituting the balance of the Escrow Amount will be released by Escrow Agent to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) Almedica not later than ten business days after the second anniversary of the date of this Agreement (the “"SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount”) Amount will be held by Escrow Agent subject to the terms of this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, which but any such shares so issued as dividends shall be held subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for First Release Date and the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined Second Release Date with respect to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) distributions of the Escrow Amount then remaining as set forth in escrow under the Escrow Agreement and not then Section 1.4, unless any such distribution is subject to an outstanding Indemnification Claim shall be paid by a dispute, in which case Base Ten and Almedica will follow the Escrow Agent to Seller. The Escrow procedures set forth in this Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), regarding notice and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account resolution of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A “2.2” (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six One Million and 00/100 Dollars ($533,8461,000,000.00) (the “"Escrow Amount”") with the Escrow AgentEscrowee, which shall be held by the Escrow Agent Escrowee in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofthis Agreement and for breaches of representations and warranties of Seller under this Agreement. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof the Agreement (an “"Indemnification Claim”"), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent Escrowee promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 4 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 22.3 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller notwithstanding anything to the contrary set forth in this Agreement, Parent will (A) withhold from the cash portion of the Aggregate Consideration Amount otherwise payable to each Shareholder such Shareholder’s Pro Rata Portion of the Total Escrow Amount and Buyer shall enter into an escrow agreement the Shareholder Representative Escrow Amount, other than the Founders, who, with respect to their Pro Rata Portion of the Total Escrow Amount (but not with respect to their Pro Rata Portion of the Shareholder Representative Escrow Amount which they will deliver in accordance with the following clause (C)) will contribute their Holdback Shares (as defined in the form attached hereto Stock Consideration Agreement) to be held by the Secretary of Parent as Exhibit A security for the indemnification obligations set forth in Article VIII (such cash amount, with respect to the Total Escrow Amount, the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Cash Escrow Amount”) with and (B) will deliver such Cash Escrow Amount to the Escrow Agent, which shall Agent to be held by the Escrow Agent in a segregated account as security for Seller’s the indemnification obligations under Section 15 hereof. All interest accruing on Article VIII and (C) will deliver their respective Pro Rata Portions of the Shareholder Representative Escrow Amount shall be for to the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), Shareholder Representative who agrees to use such funds solely to pay Shareholder Representative Expenses and Seller does not dispute such Indemnification Claim, or is determined further agrees to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) return any portion of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Shareholder Representative Escrow Amount not in dispute used to Seller; provided, however, that if prior pay Shareholder Representative Expenses to the expiration Shareholders, pro rata based upon their contributions thereto upon the payment of all amounts from the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claimEscrow Fund. Prior to the Effective Time, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue Shareholder Representative may arrange for a third party financial institution (including an escrow agent) to hold in escrow the portion of the then Shareholder Representative Escrow Amount in disputeaccordance with the preceding sentences and, upon doing so, may (i) direct that the Shareholder Representative Escrow Amount be delivered to such financial institution rather than the Shareholder Representative as well as (ii) pay any expenses incurred in each case until arranging for such third party financial institution to hold and disburse the final resolution Shareholder Representative Escrow Amount from the Shareholder Representative Escrow Amount. Any cash and all interest and other amounts earned on the Cash Escrow Amount are referred to herein as the “Escrow Fund.” Distributions of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in any cash from the Escrow AgreementFund shall be governed by the terms set forth in Article VIII. The adoption of this Agreement and the approval of the Merger by the Shareholders shall constitute approval of all the arrangements relating to the Escrow Fund and the Shareholder Representative Escrow Amount, including, without limitation, the appointment of the Shareholder Representative.

Escrow Amount. At As additional security for the Closingindemnification provisions as set forth under Article VII hereof, Seller ten percent (10%) of the shares of Parent Shares to be distributed under Section 1.6(a) ("Indemnity Escrow Shares") shall be held in escrow with Greater Bay Trust Company (the "Escrow Agent") as collateral for the indemnification obligations of the Company pursuant to this Agreement and Buyer shall enter into the provisions of an escrow agreement ("Escrow Agreement") in the form attached hereto as Exhibit A 1.9. The Indemnity Escrow Shares shall be returned to the holders, less any amounts to cover claims, upon the first anniversary of the Closing Date ("Indemnity Escrow Period"), provided, however, that ten percent (10%) of the shares of Parent Shares to be owned by Andy Xxxxx xxx Carox Xxxxx (xxe "Seidls") as their portion of the Merger Consideration (the “Escrow "Seidx Xxxrow Shares") shall be held in escrow for a period of two (2) years from the Closing Date as collateral for (i) the indemnification obligations as set forth in Sections 7.1 and 7.3 hereunder and (ii) the obligation of Andy Xxxxx xxxer his Employment Agreement (the execution of which is a condition to Closing under Section 5.2(f) below) not to terminate his employment with Parent voluntarily and without cause, and not to have been terminated with cause, during the two-year employment term set forth in the Employment Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with provisions of the Escrow Agent, which Agreement. The Seidx Xxxrow Shares shall be held by withheld from the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit shares of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined Parent Shares to be liable for delivered at the Closing and in respect at the expiration of such Indemnification Claim by a court of competent jurisdictionthe Indemnity Escrow Period, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement, and shall be returned to the Seidls upon the second anniversary of the Closing, less any amounts to cover claims, provided that Andy Xxxxx xxx remained continuously employed with Parent through such date. On In the date which event that Andy Xxxxx'x xxxloyment terminates prior to such second anniversary, and such termination is six not due to (6i) months termination by Parent without cause, or (ii) the death or long-term disability of Andy Xxxxx, xxe Seidls will forfeit all the Seidx Xxxrow Shares and such Seidx Xxxrow Shares shall revert to Parent. Notwithstanding anything to the contrary contained herein, in the event that all holders have not executed either (i) the Escrow Agreement or (ii) a power of attorney naming one or more of the Primary Shareholders (as that term is defined in Section 5.2(h) below) as their attorney in fact to act on their behalf under the Escrow Agreement, within thirty (30) days after the Closing Date Date, as additional security, the Seidls will return to Parent to have placed in the escrow the number of Parent Shares associated with such holder(s) (as defined in Section 1.06 hereofthe "Additional Seidx Xxxemnity Shares"), fifty percent . Such Additional Seidx Xxxemnity Shares will be released (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to any claims) at the expiration of the Survival Indemnity Escrow Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into deposit Fifteen Million Dollars ($15,000,000) of the Cash Purchase Price with Amegy Bank N.A., as escrow agent (the “Escrow Agent”), by wire transfer of immediately available funds (the “Escrow Deposit”). The Escrow Deposit, together with all earnings thereon (collectively, the “Escrow Funds”), shall be held (a) to be paid to Buyer for any decrease in the Base Purchase Price due to the Post-Closing Adjustments under Sections 2.4 or 9.3; (b) to be paid to Buyer for indemnifiable Taxes under Section 9.2(a; and (c) to be paid to a Buyer Indemnified Party for any timely-made claim where such Person is entitled to indemnification under Article X. The Escrow Funds will be held, invested and disbursed as specified in an escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant . The amounts remaining as Escrow Funds will be paid to which the Seller shall deposit Representative on behalf of Sellers as follows: (a) Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Million Dollars ($533,8465,000,000) (less the “Escrow Buyer Final Closing Adjustment Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, on the sixth (6th) month anniversary of the then remaining Escrow Amount not in dispute Closing; (b) Seven Million Five Hundred Thousand Dollars ($7,500,000) after delivery of the last Vessel listed on Section 4.9(a) of the Companies’ Disclosure Schedule as being under construction; and (c) the remainder on the earlier to Selleroccur of the public announcement of Buyer’s audited year end results for the calendar year ending December 31, 2009 or April 30, 2010 (the “Release Date”); provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution such payments shall be less any amounts deducted or paid out of such Indemnification Claim Escrow Funds pursuant to this Article II, and subject to withholding for any pending claims against Sellers under Section 9.2(a) or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementArticle X hereof.

Escrow Amount. At On the Closing, Seller Closing Date and Buyer shall enter into an escrow agreement in connection with paying the form attached hereto as Exhibit A (Merger Consideration to the “Escrow Agreement”), Stockholders in exchange for their shares of Company Capital Stock pursuant to which Seller this Section 3.01, Sunrise shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars in escrow an amount equal to the sum of ($533,846x) the Medicare Cap Liability Escrow Amount plus (y) the Indemnity Escrow Amount (the “Escrow Amount”) with United Bank (the “Escrow Agent”) to be held and disbursed as contemplated in Article 10 and pursuant to the terms and conditions of an Escrow Agreement to be entered into among the parties at Closing in the form attached hereto as Exhibit B (the “Escrow Agreement”). Any amounts that are not to be disbursed to the Sunrise Indemnified Parties pursuant to the terms of the Escrow Agent, which Agreement and Article 10 hereunder shall be held by distributed to the Principal Stockholders’ Representative pursuant to the terms and conditions of the Escrow Agent Agreement and Article 10 in a segregated account as security exchange for Seller’s the representations, warranties, covenants and agreements of the Principal Stockholders contained in this Agreement, including the indemnification obligations under Section 15 hereofArticle 10. All interest accruing on the The Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)held in escrow and, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in Article 10, shall be available to pay the Escrow Agreement. On Sunrise Indemnified Parties and shall be distributed pursuant to the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) terms and conditions of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject the terms and conditions of this Section 3.01(b) and Article 10 to an outstanding Indemnification Claim shall be paid by the Escrow Agent to SellerPrincipal Stockholders’ Representative. The Escrow Agreement Amount shall expire upon the termination of the Survival Period (as defined be reduced from time to time in Section 15.01 hereof)accordance with Article 10, and immediately thereafter shall be increased from time to time by the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account amount of any interest, dividends, earnings and other income on such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementamount.

Escrow Amount. At the ClosingEffective Time, Seller and a portion of the Merger Consideration in an amount equal to $10,000,000 (the “Escrow Amount”) shall be paid by Buyer shall enter into to Xxxxx Fargo Bank, N.A., as escrow agent of the Parties (the “Escrow Agent”), to be held in escrow in accordance with the terms of an escrow agreement Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Amount shall be held, pursuant invested and distributed in accordance with the terms of the Escrow Agreement and in accordance with this Section 3.2 and Article VIII hereof. Following the Closing and in accordance with Section 8.10, the Member Representative shall be entitled to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with direct the Escrow Agent, which at any time and from time to time, to pay the following fees and expenses that may be incurred by the Member Representative on behalf of the holders of Units and the holders of Phantom Units out of the Escrow Amount: (a) the reasonable fees and disbursements of special outside counsel to the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII, (b) the reasonable fees and expenses of any other agents, advisors, consultants and experts employed by the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII, (c) the reasonable fees and disbursements of the Member Representative’s independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement under Section 3.7(b) and (d) other reasonable out-of-pocket expenses of the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII or the procedures set forth in Section 3.7(b) (collectively, the “Member Allocable Expenses”). For the avoidance of doubt, all unpaid Member Allocable Expenses that have been submitted to the Escrow Agent by the Member Representative for payment and that are permitted hereby shall be held paid out of the Escrow Amount by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined prior to be liable for and in respect of such Indemnification Claim any payment being made by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of any portion of the Escrow Amount then remaining to any Buyer Indemnified Party or to any holder of Units (other than Preferred Units) or Phantom Units (other than Preferred Phantom Units) pursuant to Section 8.10. In no event will Buyer or the Member Representative be responsible for payment of Member Allocable Expenses in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term excess of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementAmount.

Escrow Amount. At the Closing, Seller DAI, the Shareholders, Parent and Buyer an escrow agent to be designated and approved by the parties (the “Escrow Agent”) shall enter into an execute the escrow agreement in substantially the form of Exhibit B attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Agreement shall provide, pursuant among other terms, that 30% of Stock Consideration issued to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) the Shareholders (the “Escrow AmountEscrowed Shares”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification to secure the Shareholders’ obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (68.2(a) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Sellerherein. The Escrow Agreement shall expire upon provide that (a) on the termination one-year anniversary of Closing the number of Escrowed Shares shall be reduced to 20% of the Survival Period Parent’s Shares delivered to Shareholders at Closing, (as defined b) on the two-year anniversary of Closing the number of Escrowed Shares in Section 15.01 hereof)the escrow shall be reduced to 10% of the Parent’s Shares delivered to Shareholders at Closing, and immediately thereafter (c) on the three-year anniversary of Closing all remaining Escrowed Shares in the escrow shall be distributed to Shareholders; provided that if a claim for indemnification is pending and outstanding on any such anniversary date, then the reduction in Escrowed Shares shall be limited to the extent the Escrowed Shares to be released may reasonably be required to satisfy the outstanding claim. If the Shareholders become obligated to indemnify Parent and Sub with respect to an Indemnifiable Claim and the amount of liability with respect thereto shall have been finally determined, the Escrow Agent shall pay release the portion, if any, appropriate number of the then remaining Escrow Amount not in dispute Escrowed Shares to Seller; provided, however, that if prior Parent for cancellation pursuant to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement Agreement. The fair market value per share of the Escrowed Shares shall be extended$5.00 per share. Notwithstanding any other provision of this Agreement, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement, or the Operative Documents, the Shareholders’ liability for indemnification shall be limited as set forth in Section 8.2(a)(iv) of this Agreement. The Escrowed Shares shall be automatically released to the Shareholders on the third anniversary of the Closing Date if there are no pending Indemnifiable Claims.

Escrow Amount. At the Closing, Parent shall pay or cause to be paid the Escrow Amount to the Escrow Agent in cash payable by wire transfer of immediately available funds for deposit in an escrow account in accordance with the terms and conditions of the Escrow Agreement to be entered into by and among Parent, the Seller and Buyer shall enter into an escrow agreement the Escrow Agent in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit . Six Hundred Twenty Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846625,000) of the Escrow Amount (the “Indemnification Escrow Amount”) with ), plus any interest or other income earned thereon (such collective amount, the “Indemnification Escrow AgentFund”), which shall serve as security for the payment of indemnification obligations of the Seller pursuant to Section 6.1 of this Agreement and shall be held and distributed by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on accordance with the Escrow Amount shall be for the benefit terms and conditions of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six One Million Dollars (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%$1,000,000) of the Escrow Amount then remaining in escrow under (the “Assignment Failure Escrow Amount”), plus any interest or other income earned thereon (such collective amount, the “Assignment Failure Escrow Fund”), shall serve as security for the payment of the Assignment Failure Amount if and when the Seller becomes obligated to pay such Assignment Failure Amount pursuant to Section 6.8 of this Agreement and not then subject to an outstanding Indemnification Claim shall be paid held and distributed by the Escrow Agent to Sellerin accordance with the terms and conditions of the Escrow Agreement. The entire Escrow Agreement Amount, plus any interest or other income earned thereon (such collective amount, the “Escrow Fund”), shall expire upon serve as security for the termination payment of the Survival Period (as defined in Novation Failure Amount if and when the Seller becomes obligated to pay such Novation Failure Amount pursuant to Section 15.01 hereof), 6.7 of this Agreement and immediately thereafter shall be held and distributed by the Escrow Agent shall pay in accordance with the portion, if any, terms and conditions of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement The (i) funds in the form attached hereto as Exhibit A (Purchase Price Adjustment Escrow Account shall be available to satisfy any amounts payable to the “Escrow Agreement”Purchaser pursuant to Section 1.4(b), and (ii) funds in the Indemnity Escrow Account shall be available to satisfy any Losses for which indemnification is provided by the Sole Member in accordance with and subject to the terms and conditions of Article 10. The Escrow Agent shall hold the funds in the Purchase Price Adjustment Escrow Account and Indemnity Escrow Account as security for any such obligations of the Sole Member and shall, (i) within 5 Business Days of the final and undisputable determination of the Post-Closing Adjustment pursuant to which Seller shall deposit Five Section 1.4, pay such amounts from the Purchase Price Adjustment Escrow Account as set forth in Section 1.4 to the Purchaser and Sole Member, as applicable, (ii) on the Title Indemnity Escrow Release Date, pay to the Sole Member, a portion of the funds remaining in the Indemnity Escrow Account equal to Two Hundred Thirty-Three Fifty Thousand Eight Hundred Forty-Six and 00/100 Dollars ($533,846250,000), less an amount equal to any pending claims pursuant to Section 10.1(i), (iii) on the Initial Indemnity Escrow Release Date, pay to the Sole Member, a portion of the funds remaining in the Indemnity Escrow Account equal to One Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($1,750,000), less an amount equal to any pending claims pursuant to Article 10 and (iv) on the “Final Indemnity Escrow Amount”) with Release Date, pay to the Sole Member the amount of funds remaining in the Indemnity Escrow Account (if any), less any portion thereof that is subject to any pending claim pursuant to Article 10. Unless specified otherwise in the relevant provision, promptly upon any Person becoming entitled to release of amounts from the Indemnification Escrow Account pursuant to this Section 1.6 or Article 10 or the Escrow AgentAgreement, which the Sole Member and the Purchaser shall be held by execute joint written instructions to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then instructing the Escrow Agent promptly thereafter to so release such amounts. The Purchaser shall pay such Indemnification Claim in full to Buyer, all as more particularly provided be the owner of the funds in the Indemnification Escrow AgreementAccount for U.S. federal income Tax purposes. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof)All fees, fifty percent (50%) costs and expenses of the Escrow Amount then remaining in escrow under Agent pursuant to the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementPurchaser.

Escrow Amount. At Notwithstanding anything to the Closingcontrary contained herein, Seller and Buyer shall enter into withhold from the Initial Cash Consideration otherwise payable at Closing (i) an amount equal to $7,540,000 (the “Escrow Amount”) and (ii) an amount equal to $7,200,000 (the “Additional Escrow Amount”). On the Closing Date, Buyer shall cause the Escrow Amount and the Additional Escrow Amount to be delivered to SunTrust Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement by and among Buyer, Seller Representative and the Escrow Agent substantially in the form attached annexed hereto as Exhibit A 2.9 (the “Escrow Agreement”), pursuant . The Escrow Amount and the Additional Escrow Amount shall be paid to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with Agent by Buyer on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent, which shall . The Escrow Amount will be held by the Escrow Agent in a segregated account as partial security for Sellerthe obligations of the Seller Parties to Buyer pursuant to the terms of Section 8.2 hereof, which obligations shall not be limited at any time to the value of the Escrow Amount. The Additional Escrow Amount will be held by the Escrow Agent as an independent escrow as partial security for the obligations of the Seller Parties to Buyer pursuant to the terms of Section 8.2(e) hereof, which obligations shall not be limited at any time to the value of the Additional Escrow Amount. The Additional Escrow Amount will be held until the IRS Payroll Audit is resolved and any tax liability relating thereto is satisfied. The Seller Parties acknowledge and agree that Buyer’s indemnification obligations exercise of its rights under Section 15 hereof. All interest accruing on the Escrow Agreement shall not limit Buyer’s right to recover any amounts owed to it that exceed the Escrow Amount shall be for and the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), Additional Escrow Amount and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) application of the Escrow Amount then remaining in escrow under and the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Additional Escrow Amount shall not be in dispute to Seller; provided, however, that if prior to the expiration substitution of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or in any way limit Buyer’s exercise of its other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, rights and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementremedies.

Escrow Amount. At the Closing, Seller Parent shall deposit the Escrow Amount with the Escrow Agent. The Escrow Amount plus all income accrued thereon (the “Escrow Fund”) shall be maintained by the Escrow Agent to secure certain obligations of the Stockholders and Buyer Optionholders under this Agreement. The Escrow Fund shall enter into be administered and payable during the Escrow Period in accordance with an escrow agreement by and among the Stockholders’ Representative, the Surviving Corporation, Parent and the Escrow Agent substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). All parties hereto agree for all tax purposes that Parent shall be treated as the owner of the Escrow Fund, and all interest and earnings derived from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be allocable to Parent pursuant to which Seller Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; provided that forty-five percent (45%) of any interest or other earnings earned from the investment and reinvestment of the Escrow Fund shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (be distributed to Parent as soon as practicable after the “end of each such calendar quarter or, if disbursement of some or all of the amounts held in the Escrow Amount”) Fund is to be made pursuant to the terms of the Escrow Agreement before the end of a calendar quarter, at the time of such disbursement. No party shall take any action or filing position that is inconsistent with the Escrow Agent, which shall be held by foregoing. If any portion of the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be Fund is released for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), Stockholders and Seller does not dispute such Indemnification Claim, or is determined Optionholders pursuant to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim such amount shall be paid released by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (Stockholders and Optionholders as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.follows:

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A C (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six One Million and 00/100 Dollars ($533,8461,000,000.00) (the “"Escrow Amount”") with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s 's indemnification obligations under Section 15 Sections 8.10, 16 and 17 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 8.10, 16 and/or Section 17 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 16.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller Acquirer shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) Amount with the Escrow Agent, which Agent pursuant to Section 8.1. The Escrow Fund shall be held by the Escrow Agent in a segregated account as constitute partial security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In Acquirer (on behalf of itself or any other Indemnified Person) with respect to any indemnification obligations of the event Buyer makes a written claim or demand for indemnification Converting Holders under Section 15 hereof (an “Indemnification Claim”)Article VIII, and Seller does not dispute such Indemnification Claimshall be held and distributed in accordance with Section 8.1. The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute, or is determined to be liable for and in respect among other things, approval of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) deposit of the Escrow Amount then remaining in escrow under and the appointment of the Stockholders’ Agent. The Parties agree that, for Tax reporting purposes, (1) the Acquirer shall be treated as the owner of the Escrow Agreement Fund, and all interest and other income earned on the Escrow Fund shall be reported as having been earned by Acquirer, whether or not then such income was disbursed during such calendar year until the distribution of the Escrow Amount (or portions thereof) is determined, and (2) (a) the Escrow Amount (other than the portion deposited with respect to holders of Vested Company Options) shall qualify for installment sale reporting under Section 453 of the Code and (b) the portion of the Escrow Amount deposited with respect to holders of Vested Company Options shall not be compensation or wages, or subject to an outstanding Indemnification Claim withholding as such, unless and until such amount (or any part thereof) is paid to the former holders of such Vested Company Options, and no party hereto shall be paid by take any action or filing position inconsistent with such characterizations. At the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination end of the Survival Period (as defined in Section 15.01 hereof)September 2020 and each calendar quarter thereafter, and immediately thereafter before the final distribution of the Escrow Fund, the Escrow Agent shall pay the portion, if any, promptly transfer to Acquirer by wire transfer of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior immediately available funds an amount equal to the expiration product of 21% multiplied by the Survival Period, Buyer shall have made an Indemnification Claim amount of accrued interest or commenced litigation or any other proceeding income earned on account of any such claim, the term of the Escrow Agreement shall be extended, and Fund since the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementlast payment date under this Section 1.4(e).

Escrow Amount. At Concurrently with the Closing, Seller Buyer, on behalf of the Indemnifying Parties, shall deliver or cause to be delivered an amount in cash equal to the Escrow Amount to the Escrow Agent, pursuant to the provisions of this Agreement and Buyer shall enter into an the escrow agreement agreement, substantially in the form attached hereto as Exhibit A D hereto (the “Escrow Agreement”), pursuant to which Seller shall deposit Five Hundred Thirty-Three Thousand Eight Hundred Forty-Six Dollars ($533,846) (the “Escrow Amount”) with the Escrow Agent, which such that each Indemnifying Party shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on deemed to have contributed its Pro Rata Share of the Escrow Amount to the aggregate Escrow Amount so deposited. The Escrow Agreement shall be for entered into on the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)Closing Date, by and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to among Buyer, all as more particularly provided in the Escrow Agreement. On Representative on behalf of the date which is six (6) months after the Closing Date Indemnifying Parties (as defined in Section 1.06 hereof9.2(a)), fifty percent (50%and the Escrow Agent. The Adjustment Escrow Fund shall provide Buyer recourse against the amounts held in escrow with respect to the post-Closing adjustments set forth in Section 2.6(e) until 7 Business Days following the final determination of the Escrow Amount then remaining Adjustment Amount, pursuant to the provisions of Section2.6(e), all subject to the terms and conditions set forth in escrow under the Escrow Agreement and this Agreement. The Indemnification Escrow Fund shall provide Buyer recourse against the amounts held in escrow with respect to the Indemnifying Parties’ indemnification obligations under ARTICLE IX, provided however that if the Adjustment Escrow Fund is insufficient to provide the Buyer recourse with respect to the post-Closing adjustments set forth in Section 2.6(e), the Buyer shall be entitled (but not then be obligated) to instruct the Escrow Agent, to pay any remaining difference to the Buyer out of the Indemnification Escrow Amount Fund, all subject to an outstanding Indemnification Claim shall be paid by the terms and conditions set forth in the Escrow Agent to SellerAgreement and this Agreement. The Escrow Agreement Fund (or any portion thereof) shall expire be distributed to the Paying Agent (as applicable) (on behalf of and for further distribution to the Indemnifying Parties or to the 102 Trustee on their behalf, other than the holders of Unvested Company Options as of the Closing which have not then become Deemed Vested Options which amount shall be retained by the Paying Agent as Retained Amounts (for future distribution to the holders of the Unvested Company Options which have become Deemed Vested Options or, with respect to Forfeited Amounts, to the Eligible Securityholders, all pursuant to the provisions of Section2.2(b)), or Buyer, as applicable, at the times, and upon the termination of the Survival Period (as defined in Section 15.01 hereof), terms and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided conditions set forth in the Escrow Agreement.