Common use of Escrow Amounts Clause in Contracts

Escrow Amounts. At the Closing, Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Escrow Amount”) into an escrow account (the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be made.

Escrow Amounts. At (a) Notwithstanding anything to the Closingcontrary contained in this Agreement, Buyer in order to secure the indemnity obligations of Sellers under this Agreement and in order to provide for the reimbursement of Purchaser in respect of such indemnity obligations, and without limiting any other rights which Purchaser may have pursuant to this Agreement, Purchaser shall deposit deliver to First Community Bank (the "Escrow Agent"): (i) Fifty Five Million Dollars In the event that the Purchaser elects to pay the Alternative A Purchase Price, $2,550,000 of the Alternative A Cash Consideration in respect of Sellers' indemnity obligations under this Agreement ($55,000,000.00) (the “General "Alternative A Escrow Amount”") into an escrow account (the “General Escrow Account”) and or, alternatively, (ii) Five Million Dollars In the event that the Purchaser elects to pay the Alternative B Purchase Price, $3,050,000 of the Alternative B Purchase Price ($5,000,000) (the “Merger Consideration "Alternative B Escrow Amount”) into an escrow account (" or the “Merger Consideration Alternative A Escrow Account”)Amount, in each casewhichever applies, is referred to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General "Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b"). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). . (b) The Merger Consideration Escrow Amount shall be held by the Escrow Agent until distributed pursuant to the ninetieth Escrow Agreement attached as Exhibit C (90ththe "Escrow Agreement"), and shall be paid in accordance with Section 6 of the Escrow Agreement. The parties agree that up to $1,000,000 (plus interest earned thereon) day may be released from the Escrow Amount following the Closing Date to serve, together with completion of the General Escrow Amount, IRS Audit (as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time such term is defined in the Escrow Agent shall automatically distribute Agreement) subject to the Stockholders’ Representative and in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining Agreement. All costs and expenses incurred by any Target in connection with the Merger Consideration Escrow AccountIRS Audit and any costs and expenses associated with contesting the amount of any Tax Liability imposed by the IRS in connection with the IRS Audit (whether incurred by Purchaser, Targets or Sellers) shall be at the sole cost and expense of Sellers and reimbursed to Targets and Purchaser, as applicable; provided that Purchaser not charge Sellers for the reasonable assistance of Al Haferkamp (if any; providedemxxxxxx xx Xxxxxxxxx xr Targets), however, that, if on such date any Disputed Items exist Greenberg and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an Goldberg xx xxntestxxx xxx amount of such funds equal Tax Liability. (c) Notwithstanding the foregoing, this Section 3.3 shall be subject in all respects to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees terms and disbursements conditions of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be madeAgreement.

Escrow Amounts. At (a) The Adjustment Escrow Amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to herein as the Closing“Adjustment Escrow Fund,” the Indemnity Escrow Amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to herein as the “Indemnity Escrow Fund,” and the Seller Expense Escrow Amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to herein as the “Seller Expense Escrow Fund.” (b) The Adjustment Escrow Fund shall be distributed by the Escrow Agent in accordance with Section 2.3(a) and this Section 2.4(b) and the Escrow Agreement. Within ten (10) days after the final determination of the Final Purchase Price pursuant to Section 2.3, the Seller and Buyer shall deposit deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to Seller the amount of the Adjustment Escrow Fund, if any, then remaining. {N0221423 } 18 (c) The Indemnity Escrow Fund shall be distributed by the Escrow Agent in accordance with Section 2.3(a), this Section 2.4(c), Article IX and the Escrow Agreement. Within ten (10) days following the Warranty Termination Date, the Seller and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to Seller the amount of the Indemnity Escrow Fund then remaining, minus an amount sufficient to cover any outstanding and unpaid claims for indemnification under Article IX against the Seller in its capacity as an Indemnifying Party made prior to the Warranty Termination Date. After the applicable date on which all or a portion of the Indemnity Escrow Fund is released pursuant to the foregoing sentence, upon the settlement or final determination of all prior or pending claims for indemnification under Article IX against the Seller in its capacity as an Indemnifying Party, the Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release (i) Fifty Five Million Dollars ($55,000,000.00) (to Buyer for the “General Escrow Amount”) into an escrow account (benefit of the “General Escrow Account”) applicable Buyer Indemnitee as a result of such settlement or determination and (ii) Five Million Dollars to the Seller, the excess, if any, of the balance of the Indemnity Escrow Fund. ($5,000,000d) To the extent the ESOP incurs any Other Post-Closing Seller Expense and the Trustee determines in the reasonable exercise of its fiduciary discretion that such Other Post-Closing Seller Expense may not be paid out of the assets of the ESOP under Legal Requirements, the Trustee shall give written notice as promptly as practicable to Buyer, which specifies in reasonable detail (in light of the circumstances then known by Seller) the facts and circumstances constituting the basis for such reimbursement claim (including providing copies of invoices or similar documentation supporting such claim) and the amount, to the extent known, of the claim asserted for which Seller requests distribution of the Seller Expense Escrow Fund (an “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow AccountExpense Claim Notice”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms . Upon Buyer’s receipt of an escrow agreement in a form Expense Claim Notice, the Seller and Buyer shall deliver joint written instructions to be mutually agreed upon by the parties , with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by instructing the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant release to the Stockholder Tax Indemnityrecipient specified in such Expense Claim Notice the amount specified in such Expense Claim Notice from the Seller Expense Escrow Account. Within ten (10) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately days following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Warranty Termination Date, the Seller and Buyer shall deliver joint written instructions to the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and instructing the Escrow Agreement, an amount equal Agent to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating release to Seller the amount of such paymentthe Seller Expense Escrow Fund then remaining, the then remaining General Escrow Amount shall be reduced by the minus an amount of sufficient to cover any outstanding and unpaid reimbursement claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration made pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute an Expense Claim Notice prior to the Stockholders’ Representative in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be madedate.

Escrow Amounts. (a) At the Closing, the Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Unique Vietnam Escrow Amount”) Amount by wire transfer of immediately available U.S. into an escrow account (the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (Account until the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held approvals necessary by the Escrow Agent, applicable Governmental Body in Vietnam to consummate the transfer of the Purchased Shares of Unique Vietnam pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by Agreement and the Escrow Agent applicable Supplemental Agreement shall have been obtained (the “Escrow AgreementVietnam Approvals”). The balance Upon the receipt of the General Escrow Amount Vietnam Approvals, the Buyer and ULHL shall be held by deliver duly executed joint release instruction (a “Joint Release”) to the Escrow Agent to serve as effectuate the sole source release of payment (other than with respect the Unique Vietnam Escrow Amount by wire transfer of immediately available U.S. funds to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the account designated by ULHL; provided, that, if the Buyer Indemnified Parties are indemnified pursuant has used its reasonable commercial effort to apply for the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses Vietnam Approvals and Losses for which the Vietnam Approvals have not been obtained by the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each within 180 days of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Buyer and ULHL shall, unless otherwise agreed in writing, duly execute and deliver a Joint Release of the Unique Vietnam Escrow Amount to the Escrow Agent shall automatically distribute in order to release such Unique Vietnam Escrow Amount to the Stockholders’ Representative (for further pro rata distribution Buyer by wire transfer of immediately available U.S. funds to the Fully Diluted Common Holdersaccount designated by the Buyer. Upon the release of the Unique Vietnam Escrow Amount to ULHL pursuant to the Joint Release, ULHL shall provide the duly endorsed stock certificates and any other documentation required to transfer such Purchased Shares of Unique Vietnam to the Buyer. (b) At Closing, in accordance with and subject the event that the Buyer has not obtained all necessary Taiwan Approvals (as defined below), the Buyer shall deposit the Unique Taiwan Escrow Amount by wire transfer of immediately available U.S. into the Escrow Account until the approvals necessary by the applicable Governmental Body in Taiwan to consummate the transfer of the Purchased Shares of Unique Taiwan pursuant to the terms of this the Agreement and the Escrow Agreement, an amount equal to twenty five applicable Supplemental Agreement shall have been obtained (25) percent the “Taiwan Approvals”). Upon the receipt of the then remaining General Escrow Amount. For purposes of calculating the amount of such paymentTaiwan Approvals, the then remaining General Escrow Amount Buyer and ULHL shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, deliver duly executed Joint Release to the Escrow Agent shall automatically distribute to effectuate the release of the Unique Taiwan Escrow Amount by wire transfer of immediately available U.S. funds to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held account designated by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Escrow Account, if anyULHL; provided, however, that, if on such date any Disputed Items exist the Buyer has used its reasonable commercial effort to apply for the Taiwan Approvals and so long as the Taiwan Approvals have not been obtained by the Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement within 180 days of the Conclusive Closing Statement. The fees Date, the Buyer and disbursements ULHL shall, unless otherwise agreed in writing, duly execute and deliver a Joint Release of the Unique Taiwan Escrow Amount to the Escrow Agent incurred in order to release such Unique Taiwan Escrow Amount to the Buyer by wire transfer of immediately available U.S. funds to the account designated by the Buyer. Upon the release of the Unique Taiwan Escrow Amount to ULHL pursuant to the transactions contemplated by this Agreement Joint Release, ULHL shall provide the duly endorsed stock certificates and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case any other documentation required to transfer such Purchased Shares of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement Unique Taiwan to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be madeBuyer.

Escrow Amounts. (a) At the Closing, Buyer and the Members shall enter into the Escrow Agreement, pursuant to which Buyer will deposit with the Escrow Agent (i) Fifty Five Million Dollars ($55,000,000.00) (the “General Indemnity Escrow Amount”) Amount into an escrow account (the “General Indemnity Escrow Account”) , and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Adjustment Escrow Amount”) Amount into an escrow account (the “Merger Consideration Adjustment Escrow Account”). (b) Except as otherwise provided in this Agreement, in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. i) the Indemnity Escrow Amount shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested retained by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following until the date that is six (6), twelve (12), and eighteen (18) months after following the Closing Date (the “Indemnity Escrow Release Date”) for the purpose of securing the Members’ indemnification obligations set forth in Section 10.2(a) and payment obligations set forth in Section 2.7(f), and (ii) the Adjustment Escrow Amount shall be retained by the Escrow Agent shall automatically distribute until such time as required to be distributed pursuant to Section 2.7, for the Stockholders’ Representative purpose of securing payment of any Aggregate True-Up Payment to Buyer. (for further pro rata distribution to the Fully Diluted Common Holdersc) in In accordance with with, and subject to to, the terms provisions of this Agreement and the Escrow Agreement, an amount equal to twenty five promptly (25and in any event within three (3) percent of Business Days) after the then remaining General Indemnity Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Release Date, Xxxxxxxx and Buyer shall deliver joint instructions to the Escrow Agent shall automatically distribute to release from the Stockholders’ Representative in accordance with and subject Indemnity Escrow Account an amount (the “Indemnity Escrow Release Amount”) equal to (i) the terms of this Agreement and the Escrow Agreement all amounts then then-remaining funds in the General Indemnity Escrow Account that are not otherwise reserved for Account, minus (ii) the aggregate amount of all indemnity claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held made by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative Buyer Indemnified Parties in accordance with the terms hereof prior to the Indemnity Escrow Release Date (collectively, the “Pending Claims”) that remain unresolved as of this Agreement 5:00 p.m. Eastern Time on the Indemnity Escrow Release Date. Xxxxxxxx and Buyer shall instruct the Escrow Agreement all amounts then Agent to release and pay the Indemnity Escrow Release Amount to the Members in accordance with their respective Pro Rata Portions. (d) Following the Indemnity Escrow Release Date, promptly (and in any event within three (3) Business Days) after the final resolution of, and, if applicable payment to Buyer in connection with, each Pending Claim, Xxxxxxxx and Buyer shall jointly instruct the Escrow Agent to release and pay an aggregate amount equal to (i) the funds remaining in the Merger Consideration Indemnity Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an minus (ii) the total amount of Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the date of the resolution of such funds equal Pending Claim to the amount Members in accordance with their respective Pro Rata Portions. (e) The Parties agree to treat the Members as the owners of such Disputed Items the Indemnity Escrow Amount and the Adjustment Escrow Amount, and shall not be released from the Merger Consideration Escrow Account until the take no contrary position unless otherwise required pursuant to a final determination or agreement within the meaning of Section 1313 of the Conclusive Closing Statement. The Code, and the fees and disbursements expenses of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally fifty percent (50%) by Buyer and fifty percent (50%) by the Stockholders’ Representative Members (which, in the case of the Stockholders’ Representative, which portion shall be payable by the Stockholders’ Representative solely out of the Reserve Amounta Transaction Expense for all purposes hereunder). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be made.

Escrow Amounts. At Subject to this Agreement and the Closingterms of the Escrow Agreement among Buyer, Buyer shall deposit (i) Fifty Five Million Dollars ($55,000,000.00) (Parent and the “General Escrow Amount”) into an escrow account (Agent in substantially the “General Escrow Account”) and (ii) Five Million Dollars ($5,000,000) (the “Merger Consideration Escrow Amount”) into an escrow account (the “Merger Consideration Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase Bank, N.A. shall be deemed to be mutually agreeable) form attached hereto as Exhibit A (the “Escrow AgentAgreement”) to ), the Indemnity Escrow Amount and the FIRPTA Escrow Amount shall each be held by the Escrow Agent, pursuant to the terms of in an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested account or accounts designated by the Escrow Agent (the “Escrow AgreementAccount”) and such funds, excluding any interest that may be earned thereon (to which Sellers shall be entitled). The balance , will be available to: (a) in the case of the General Indemnity Escrow Amount shall be held Amount, satisfy (i) Indemnification Claims made by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax IndemnitySection 7.2 of this Agreement and (ii) for any amount due payments to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified be made pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each Section 1.6 of the dates that fall on the next business day immediately following the date that is six (6), twelve (12)this Agreement, and any amounts remaining available after eighteen (18) months after from the Closing Date, the Escrow Agent shall automatically distribute (not subject to the Stockholders’ Representative a pending Indemnification Claim) will be disbursed to Parent; and (for further pro rata distribution to the Fully Diluted Common Holdersb) in accordance with the case of the FIRPTA Escrow Amount, satisfy any withholding obligations pursuant to Section 1445 of the Code and subject the Treasury Regulations thereunder (the “FIRPTA Withholding”), taking into account the FIRPTA Certificate provisions under Treasury Regulations Section 1.1445-1(c)(2)(i)(B) applicable to the terms any Seller, as more fully described in Section 4.16 of this Agreement and the Escrow Agreement, an and any amounts remaining after deducting the FIRPTA Withholding (if any), which FIRPTA Withholding amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute remitted to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative IRS in accordance with the terms of this Agreement and Escrow Agreement, will be disbursed to Parent. All investment losses shall be charged against the funds in the Escrow Agreement all amounts then remaining in Account. All interest earned on the Merger Consideration Escrow Account, if any; providedincluding reinvested interest, however, that, if on such date any Disputed Items exist shall be the property of the Sellers and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal shall be paid to the amount Sellers monthly. For the avoidance of such Disputed Items shall not be released from doubt, the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in Sellers confirm that the case amounts paid into the Escrow Account are part of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be madesale proceeds.

Escrow Amounts. At the Closing, Buyer shall deposit (i) Fifty Five Million seven million Dollars ($55,000,000.007,000,000) (the “General Adjustment Escrow Amount”) into an escrow account (the “General Adjustment Escrow Account”) and ), (ii) Thirty Five Million Dollars ($5,000,00035,000,000) (the “Merger Consideration Indemnity Escrow Amount”) into an escrow account (the “Merger Consideration Indemnity Escrow Account”), and (iii) in the event there are any Appraisal Shares, an amount equal to the Appraisal Shares Escrow Amount into an escrow account (the “Appraisal Shares Escrow Account”), in each case, to be established with a mutually agreeable escrow agent (it being understood and agreed that JPMorgan Chase BankWilmington Trust, N.A. shall be deemed to be mutually agreeable) (the “Escrow Agent”) to be held by the Escrow Agent, pursuant to the terms of an escrow agreement substantially in a the form to be mutually agreed upon by the parties of Exhibit B, with such customary changes thereto as requested by the Escrow Agent (the “Escrow Agreement”). The balance of the General Escrow Amount shall be held by the Escrow Agent to serve as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by the amount of claims for indemnification as provided in Section 10.11(b). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Adjustment Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following final determination of the Closing Date Final Payment Amount pursuant to serve, together with the General Escrow Amount, Section 2.14 to serve as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.112.14, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative or its designee (for the benefit of the Fully Diluted Common Holders) in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Adjustment Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist and so long as Buyer is complying with its obligations in Section 2.11 and working in good faith to promptly resolve all such Disputed Itemsexist, an amount of such funds equal to the maximum amount that would be distributable to Buyer if all of such Disputed Items were resolved in favor of the Buyer’s position on such Disputed Items shall not be released from the Merger Consideration Adjustment Escrow Account until the final determination or agreement of the Conclusive Closing Statement; provided, further, that, in the sole discretion of the Stockholders’ Representative, up to $2,500,000 of the amounts distributable to the Paying Agent, the Stockholders’ Representative or its designee pursuant to this sentence may be retained by the Stockholders’ Representative to increase the Reserve Amount instead of distributing such amount to the Fully Diluted Common Holders. The Indemnity Escrow Amount shall be held by the Escrow Agent until the earlier of (i) March 15, 2016 and (ii) five (5) days after the date on which the Buyer’s audited financial statements for its fiscal year ending December 31, 2015, are filed with the SEC (the “Survival Date”), at which time the Escrow Agent shall automatically distribute to the Paying Agent (for the benefit of the Fully Diluted Common Holders) in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Indemnity Escrow Account, if any; provided, however, that, if on such date any claims for indemnification under Article XI are outstanding, an amount of such funds equal to the amount of such claims shall not be released from the Indemnity Escrow Account until such claims have been finally resolved; provided, further, that, in the sole discretion of the Stockholders’ Representative, up to $2,500,000 of the amounts distributable to the Paying Agent, the Stockholders’ Representative or its designee pursuant to this sentence may be retained by the Stockholders’ Representative to increase the Reserve Amount instead of distributing such amount to the Fully Diluted Common Holders. The Appraisal Shares Escrow Amount, if any, shall be held by the Escrow Agent until all Appraisal Claims have been finally resolved, at which time the Escrow Agent shall automatically distribute to the Paying Agent (for the benefit of the Fully Diluted Common Holders) in accordance with the terms of this Agreement and the applicable Escrow Agreement an amount equal to (i) the remaining amount of funds in the Appraisal Shares Escrow Account, minus (ii) the aggregate amount of any claims for Damages made or submitted by an Buyer Indemnified Party pursuant to Section 11.2(c) that remain unpaid or unsatisfied as of such date in accordance with Article XI; provided, however, that as such claims are resolved, any amounts previously retained but not paid to satisfy such claim shall, at the time of such resolution, be distributed by the Escrow Agent from the Appraisal Shares Escrow Account to the Paying Agent in accordance with and subject to the terms of this Agreement and the Escrow Agreement. Notwithstanding anything in this Agreement to the contrary, Buyer shall cause any payment from the Escrow Account which is a Compensatory Payment (plus any Company Payroll Taxes associated therewith) to be transferred to the Company (or a Subsidiary of the Company) and then Buyer shall cause such amount to be promptly paid from the relevant accounts of the Company (or its Subsidiary) through the payroll system of the Company (or its Subsidiary) to the applicable Person to whom such payments are to be made, subject to any applicable deductions or withholding Taxes applicable to Compensatory Payments to such individuals, which Taxes Buyer shall cause to be remitted to the appropriate Taxing Authority when required. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement shall be borne equally by Buyer and the Stockholders’ Representative (which, in the case of the Stockholders’ Representative, shall be payable by the Stockholders’ Representative solely out of the Reserve Amount). Notwithstanding anything in this Agreement to the contrary, any distribution (or portion thereof) made from the General Escrow Account or the Merger Consideration Escrow Account that is a Compensatory Payment shall not be distributed to the Stockholders’ Representative but shall instead be transferred to the Company (or a Subsidiary of the Company) and then promptly paid by the Company (or such Subsidiary) through its payroll system and in accordance with the Company’s (or such Subsidiary’s) standard withholding and payroll practices and procedures to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be made.

Escrow Amounts. (a) At the Closing, Buyer shall deposit into escrow with the Escrow Agent, in accordance with the Escrow Agreement, an aggregate of $2,000,000, consisting of (i) Fifty Five Million Dollars ($55,000,000.00) 1,000,000 of the cash portion of the Purchase Price allocable to PNFC (the “General "Purchase Price Escrow Amount”) into an escrow account (the “General Escrow Account”") and (ii) Five Million Dollars ($5,000,000) 1,000,000 of Buyer's funds (the “Merger Consideration "Additional Escrow Amount”"). (b) into an escrow account (The Buyer and PNFC shall arrange for Deloitte & Touche to deliver, as promptly as practicable after the “Merger Consideration Escrow Account”), in each caseClosing, to be established with Buyer, PNFC and Ernst & Young an actuarial reserve study of the Reserves of PNIC as at the Closing Date and setting forth a mutually agreeable escrow agent range of appropriate Reserves for PNIC as at such date. (it being understood c) The Buyer and agreed that JPMorgan Chase BankPNFC shall arrange for Deloitte & Touche, N.A. shall be deemed as promptly as practicable after the Closing, to be mutually agreeable) (perform an audit of the “Escrow Agent”) Preliminary Closing Balance Sheet, and to be held by the Escrow Agentprepare and deliver to Buyer, pursuant to the terms of an escrow agreement in a form to be mutually agreed upon by the parties , with such customary changes thereto as requested by PNIC and the Escrow Agent financial statements of PNIC as of the Closing Date. Such financial statements (the “Escrow Agreement”). The "Closing Financial Statements") shall include a balance sheet (the "Final Closing Balance Sheet") and statements of operations, changes in shareholders' equity, and statements of cash flows as at the Closing Date and for the portion of the General Escrow Amount fiscal year then ended, shall include all footnote disclosures required by GAAP, shall include an audited reconciliation of GAAP to SAP, and shall be held certified by Deloitte & Touche in accordance with GAAP. Promptly after its receipt of the Closing Financial Statements, PNFC shall prepare and deliver to each of Buyer and the Escrow Agent to serve a final certificate (the "Final Certificate"), substantially in the form attached hereto as the sole source of payment (other than with respect to Losses resulting from Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for any amount due to any Buyer Indemnified Party for any claim for Losses (other than Stockholder Indemnifiable Losses and Losses for which the Buyer Indemnified Parties are indemnified pursuant to the Stockholder Tax Indemnity) for which any Buyer Indemnified Party is entitled to recovery pursuant to Article X. On each Exhibit 3.4, setting forth its computations of the dates that fall on the next business day immediately following the date that is six (6), twelve (12), Purchase Price Adjustment and eighteen (18) months after the Closing Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative (for further pro rata distribution to the Fully Diluted Common Holders) in accordance with and subject to the terms of this Agreement and the Escrow Agreement, an amount equal to twenty five (25) percent of the then remaining General Escrow Amount. For purposes of calculating the amount of such payment, the then remaining General Escrow Amount shall be reduced by difference (the amount of claims for indemnification as provided in Section 10.11(b"Adjustment Difference Amount"). On the General Survival Date, the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with and subject to the terms of this Agreement and the Escrow Agreement all amounts then remaining in the General Escrow Account that are not otherwise reserved for claims for indemnification as provided in Section 10.11(b). The Merger Consideration Escrow Amount shall be held by the Escrow Agent until the ninetieth (90th) day following the Closing Date to serve, together with the General Escrow Amount, as the sole source of payment for any amount due to Buyer, Merger Sub or the Surviving Corporation for any adjustment to the Merger Consideration pursuant to Section 2.11, at which time the Escrow Agent shall automatically distribute to the Stockholders’ Representative in accordance with the terms of this Agreement and the Escrow Agreement all amounts then remaining in the Merger Consideration Escrow Account, if any; provided, however, that, if on such date any Disputed Items exist between the Preliminary Purchase Price Adjustment Amount and so long as Buyer is complying with its obligations the Purchase Price Adjustment Amount. (d) The cost of the actuarial reserve study referred to in Section 2.11 and working in good faith to promptly resolve all such Disputed Items, an amount of such funds equal to the amount of such Disputed Items shall not be released from the Merger Consideration Escrow Account until the final determination or agreement of the Conclusive Closing Statement. The fees and disbursements of the Escrow Agent incurred pursuant to the transactions contemplated by this Agreement and the Escrow Agreement 3.4(c) shall be borne equally by Buyer PNFC and Buyer, and the Stockholders’ Representative cost of the audit of the Closing Financial Statements shall be borne by PNFC. (whiche) Prior to and following the Closing, for the purpose of reviewing the Preliminary Closing Balance Sheet and the Closing Financial Statements and related materials, PNFC and PNIC shall permit Buyer, Xxxxxxxxxxx and Xxxxx & Xxxxx full and complete access to the books and records of PNIC, to the audit work papers of Deloitte & Touche and to the personnel of PNFC, PNIC and Deloitte & Touche. Buyer shall have the right at any time during the thirty (30) day period following its receipt of the Final Certificate, the Closing Financial Statements and supporting materials to object to (i) any item or items in the case of Closing Financial Statements, and (ii) any other matters set forth in or related to the Stockholders’ Representativecomputations set forth in the Final Certificate. Any such objection (an "Objection Notice") shall be in writing, shall be payable given to PNFC, Deloitte & Touche and to the Escrow Agent, and shall set forth in reasonable detail the nature and basis for Buyer's objections. If Buyer does not give an Objection Notice within such thirty (30) day period, then the Final Certificate and the Final Balance Sheet, as prepared and delivered by PNFC and Deloitte & Touche, respectively, shall be final and binding on the parties. Following the giving of an Objection Notice, Buyer and PNFC shall negotiate in good faith a resolution of all matters set forth in the Objection Notice. If the parties resolve all such matters, then they shall make a determination of the Adjustment Difference Amount and shall issue a Joint Written Direction (as defined in the Escrow Agreement) to the Escrow Agent. If the parties cannot resolve all such matters within fifteen (15) days after the date on which Buyer gave the Objection Notice, then thereafter either of Buyer or PNFC may elect, upon notice to the other, to submit all unresolved matters to KPMG Peat Marwick or Xxxxxx Xxxxxxxx, as the parties may agree (and if they cannot agree, the selection shall be made by flip of a coin) (the "Independent Party"), which shall resolve all matters in dispute (but only such matters) between the parties and whose decision as to the Adjustment Difference Amount shall be conclusive and binding on the parties. The decision of the Independent Party shall be in writing (such writing is referred to as an "Independent Direction Certificate"), shall be in a form substantially similar to the Final Certificate, and shall be delivered to Buyer, PNFC, Escrow Agent, Deloitte & Touche and Ernst & Young. The fees and expenses of the Independent Party shall be borne equally by PNFC and Buyer. (f) The following provisions shall apply after final determination of the Adjustment Difference Amount pursuant to subsection (c) or (e), above. If the Adjustment Difference Amount is zero, then the Escrow Agent shall deliver the Purchase Price Escrow Amount, plus any interest or income thereon, to PNFC and the Additional Escrow Amount, plus any interest or income thereon, to Buyer. If the Adjustment Difference Amount is greater than zero, then the Purchase Price shall be adjusted either upward or downward, as applicable, by the Stockholders’ Representative solely out Adjustment Difference Amount. If the Purchase Price, as adjusted by the Preliminary Purchase Price Adjustment Amount, is adjusted downward by the Adjustment Difference Amount then the Escrow Agent shall deliver the Adjustment Difference Amount, plus any interest or income thereon, to Buyer from the Purchase Price Escrow Amount, deliver the balance of the Reserve Purchase Price Escrow Amount), plus interest or income earned on such balance, to PNFC and shall deliver the Additional Escrow Amount, plus interest or income thereon, to Buyer. Notwithstanding anything in this Agreement If the Purchase Price, as adjusted by the Preliminary Purchase Price Adjustment Amount, is adjusted upward by the Adjustment Difference Amount then the Escrow Agent shall deliver the Adjustment Difference Amount, plus any interest or income thereon, to the contrary, any distribution (or portion thereof) made PNFC from the General Additional Escrow Account Amount, deliver the balance of the Additional Escrow Amount, plus any interest or income earned on such balance, to Buyer, and shall deliver the Merger Consideration Purchase Price Escrow Account that is a Compensatory Payment Amount, plus any interest or income thereon, to PNFC. The right to receive amounts pursuant to this Section 3.4 shall not be distributed an exclusive remedy to either party on account of any adjustment to the Stockholders’ Representative but shall instead be transferred Purchase Price or other claim under this Agreement, and if the Purchase Price Escrow Amount or the Additional Escrow Amount is insufficient to settle in full any adjustments to the Company (or a Subsidiary cash portion of the Company) and Purchase Price, then promptly paid by Buyer or PNFC, as the Company (or such Subsidiary) through its payroll system and in accordance case may be, shall be obligated to pay the shortfall, together with the Company’s (amount of interest or income which would have been earned on such Subsidiary’s) standard withholding and payroll practices and procedures amount, at the effective rate of interest earned on all funds in escrow since the Closing Date, promptly after all amounts are disbursed pursuant to the Person identified in writing by the Stockholders’ Representative as the Person to whom such Compensatory Payment is to be madethis Section 3.4.