Common use of Escrow Fund Clause in Contracts

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Shareholder, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) ) , as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at Parent's cost and expense. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company (as modified by the Company Schedules) , or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else hereinParent and the Company each acknowledge that such Losses, the Escrow Agent may execute this Agreement following the date hereof and prior if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger Consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Other than as provided in Section 5.16, the Company shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or its affiliates after the Effective Time. Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates Escrow Claim Certificate (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 50,000, have been delivered to the Escrow Agent as provided in paragraph (de) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, no claim for Losses with respect to (i) Third Party Expenses a single breach or failure to comply or perform in excess of an amount less than $5,000 shall be delivered by Parent to the $125,000 and, (ii) any amounts required to be paid Escrow Agent or otherwise claimed by C1 pursuant to Section 5.18, Parent. Once the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims aggregate amount of Losses claimed by Parent against the Escrow Amount. For purposes of as to which there are no unresolved objections under Section 7.2(e) exceeds $50,000, Parent may recover from the Escrow Fund, Fund the representations and warranties total of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialitysuch Losses.

Escrow Fund. As security for the indemnity provided for in this Section 7.2 8.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and (i) the VEO Shareholders Stockholders of the Company will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as of which the stock certificate representing shares comprising part of the Escrow Amount shall be deposited in the name of the Escrow Agent defined below) (plus any additional shares as may be issued upon any stock split, stock dividend ). At or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after promptly following the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersstockholder of the Company, will be deposited with U.S. Bank TrustFirst Trust of California, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Company) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit deposits to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein shall limit the liability The portion of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess Amount to be contributed on behalf of $100,000 (each Stockholder shall be its Pro Rata Portion of the "Threshold Escrow Amount") have been delivered to . The Company shall provide the Escrow Agent as provided in paragraph (d) belowand Parent with a schedule which lists, in which case C1 by stockholder, the portion of the Escrow Amount deemed to be contributed by each stockholder consistent with the preceding sentence. Each Stockholder shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, voting rights with respect to the Parent Common Stock held in escrow on its behalf. The Company and the Stockholders agree that the Escrow Fund will be available to jointly and severally indemnify and hold Parent and its officers, directors and affiliates harmless against all claims, losses, liabilities, damages, deficiencies, shortfalls, costs and expenses, including reasonable internal and third party attorneys', accountants' and other fees and expenses of investigation and defense (hereinafter individually a "GENERAL LOSS" and collectively "GENERAL LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) Third Party Expenses in excess any inaccuracy or breach of a representation or warranty of the $125,000 andCompany contained in this Agreement, (ii) any amounts required failure by the Company or any Principal Stockholder to be paid by C1 pursuant to perform or comply with any covenant contained in this Agreement, (iii) any and all Taxes (including, without limitation, additional Taxes resulting from disallowed deductions under Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes 404 of the Escrow FundCode), losses, liabilities, claims, damages, obligations, payments, costs and expenses including, without limitation, reasonable attorneys' fees, arising out of or relating in any manner to the representations and warranties establishment, administration or termination of VEO and any Benefit Plan on or prior to the Principal Shareholders in this Agreement shall be read Closing Date, including, without reference limitation, loss of any deduction due to materiality.the disqualification of any such Benefit Plan, (iv) any audit of or other legal proceeding

Escrow Fund. As security for (a) The Buyer hereby agrees that in the indemnity provided for in case of any indemnification claims under Section 7.2 hereof 8.2(a), 8.2(b), 8.2(c), 8.2(h), 8.2(j) and by virtue of this Agreement and the Merger Agreement8.2(k), VEO and the VEO Shareholders will its sole recourse shall be deemed to have received and deposited with against the Escrow Agent (as defined below) Fund, to the extent of the amount then held in the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant that subject to Section 5.188.5(c) (to the extent applicable), the aforementioned $100,000 Threshold Amount foregoing limitation shall not be applicable for purposes apply to indemnification claims relating to Losses arising out of claims or relating to the untruth or breach of Losses against any representation or warranty made in any Fundamental Representation, any representation or warranty under Section 3.11 or in the Escrow Amountevent of fraud, intentional misrepresentation or intentional breach. For purposes of The Buyer also hereby agrees that it shall first seek a remedy from the Escrow Fund, to the representations and warranties extent of VEO and the Principal Shareholders amount then held in this Agreement the Escrow Fund, with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from a Seller. The Buyer also hereby agrees that the [* * *] shall be read without reference available solely to materialitysatisfy indemnification claims under Section 8.2(e) and that it shall first seek a remedy from the [* * *], to the extent of the amount then held in the [* * *], with respect to any indemnification claim asserted under Section 8.2(e) before seeking to recover any Losses under Section 8.2(e) from the Escrow Fund or, subject to the immediately preceding sentence, directly from a Seller. (b) As soon as reasonably practicable following the date that is eighteen (18) months following the Closing Date (the “Release Date”), the Escrow Agent shall release the Escrow Fund to the extent not previously used to satisfy an Overpayment pursuant to Section 2.3(g) or indemnification claims against the Sellers pursuant to this Article VIII, less the amount of any pending indemnification claims pursuant to this Article VIII as of such date (the “Release Amount”). The Escrow Agent shall distribute to each Seller an amount equal to such Seller’s Pro Rata Portion of the Release Amount. As promptly as practicable following the resolution of all pending indemnification claims which were outstanding as of the Release Date, the Escrow Agent shall distribute to each Seller an amount equal to such Seller’s Pro Rata Portion of, the excess, if any, of (x) the amount so withheld with respect to such pending indemnification claims as of the Release Date, over (y) the amount used to satisfy the indemnification obligations of the Sellers pursuant to this Article VIII with respect to such pending indemnification claims. (c) As soon as reasonably practicable following the receipt by the Buyer of [* * *], the Buyer shall deliver written instruction to the Escrow Agent (with a copy to the Sellers’ Representative) directing the Escrow Agent to distribute to each Seller, as soon as reasonably practicable following receipt of such instruction, from the [* * *], an amount equal to such Seller’s Pro Rata Portion of the US Dollar equivalent of [* * *]. Such US Dollar equivalent shall be determined using the exchange rate in effect (as published in the Wall Street Journal) at the close of business on the Business Day that is three Business Days immediately prior to the Closing Date. As soon as reasonably practicable following the date that is the fifth anniversary of the Closing Date (the “[* * *]”), the Escrow Agent shall release the [* * *] to the extent not previously used to satisfy indemnification claims against the Sellers pursuant to Section 8.2(e) and to the extent not previously released pursuant to the first sentence of this Section 8.7(c), less the amount of any pending indemnification claims pursuant to Section 8.2(e) as of such date (the “[* * *]”). The Escrow Agent shall distribute to each Seller an amount equal to such Seller’s Pro Rata Portion of the [* * *]. As promptly as practicable following the resolution of all pending indemnification claims which were outstanding as of the [* * *], the Escrow Agent shall distribute to each Seller out of the [* * *] an amount equal to such Seller’s Pro Rata Portion of, the excess, if any, of (x) the amount so withheld with respect to such pending indemnification claims as of the [* * *], over (y) the amount used to satisfy the indemnification obligations of the Sellers pursuant to Section 8.2(e) with respect to such pending indemnification claims.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) Time), without any act required on the part of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Stockholder Agent (as defined in Section 7.4(g7.2(g)(i) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a) and 1.6(b). The Escrow Amount shall be contributed entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Capital Common Stock, and no portion of the Escrow Amount shall be contributed out of the shares of Parent Common Stock reserved for issuance in respect of Company Options. The Escrow Fund is available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein, or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else hereinParent and the Company each acknowledge that such Losses, the Escrow Agent may execute this Agreement following the date hereof and prior if any, would relate to unassented contingent liabilities existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 shall be entitled to Parent may recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against from the Escrow Amount. For purposes of Fund its Losses, including the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityfirst $100,000.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Company Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank Trust, N.A. Trust (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Company Stockholders) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Stockholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Company Stockholders jointly agree to indemnify and hold Parent and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, or (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement; provided, however, that, except as set forth in Section 7.4, the aggregate amount for which the Company Stockholders are required to indemnify the Indemnified Parties shall not exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and its affiliates for any such Losses. The Company Stockholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not closeclose for reasons other than Parent's breach of its obligations hereunder. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying identify Losses, in excess the aggregate of which exceeds $100,000 (the "Threshold Amount") 70,000, have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof Effective Time, each holder of shares of Company Capital Stock (each, a "COMPANY STOCKHOLDER" and by virtue of this Agreement and collectively, the Merger Agreement, VEO and the VEO Shareholders "COMPANY STOCKHOLDERS") will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to shares constituting the Escrow Amount) ), without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank Trust, N.A. Trust National Association (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and to be maintained at Parent's cost and expense. Notwithstanding anything else hereinThe portion of the Escrow Amount contributed on behalf of each Company Stockholder shall be in proportion to the aggregate Parent Common to which such holder would otherwise be entitled under Section 1.6(a) and shall be in the respective amounts listed opposite each Company Stockholder's name listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "ESCROW SCHEDULE"). No shares of Parent Common contributed to the Escrow Fund may be unvested or subject to any right of repurchase, risk of forfeiture, or other condition in favor of Parent or the Surviving Corporation; PROVIDED, HOWEVER, that to the extent a Company Stockholder does not hold shares that are vested or free of a right of repurchase, risk of forfeiture, or other condition, the shares of Parent Common to be deposited in the Escrow Agent may execute Fund on behalf of such Company Stockholder shall be the first shares of Parent Common scheduled to vest or to be released from such rights, risks, or conditions. The Escrow Fund shall be available to compensate Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document delivered by the Company in connection with this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for Merger) or (ii) any failure by the Company to perform or comply with any covenant or agreement contained herein; PROVIDED, HOWEVER, that claims arising out of an inaccuracy or breach of any representation, warranty, representation or warranty or any covenant or agreement of the Company contained in this Agreement if or in any certificate, instrument, schedule or document delivered by the Company at the Closing in connection with this Agreement or the Merger does not closemust be asserted on or before 5:00 p.m. (California Time) on the date that is one year following the Closing Date (the "EXPIRATION DATE"). C1 No portion of the Escrow Amount shall be contributed in respect of any Company Options. Except for Excess Third Party Expenses (as defined in Section 9.2), Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 150,000, have been delivered to the Escrow Agent as provided in paragraph (d) below), and either there is no objection thereto or any objection has been resolved in which case C1 shall be entitled accordance with the provisions of this Article VII; in such case, Parent may recover from the Escrow Fund all Losses, without regard to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and150,000 threshold, (ii) for which there is no objection or any amounts required to be paid by C1 pursuant to Section 5.18, objection has been resolved in accordance with the aforementioned $100,000 Threshold Amount shall not be applicable for purposes provisions of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityArticle VII.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company Stockholders will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act required on the party of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, Parent will deposit the Escrow Amount, without any act of any VEO Shareholders, will be deposited Amount with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent Stockholder Representative (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else hereinThe portion of the Escrow Amount contributed on behalf of the Company Stockholders shall be in proportion to the aggregate Merger Consideration to which each such Company Stockholder would otherwise be entitled to receive pursuant to Section 1.6. The Escrow Amount shall be allocated in proportion to the number of Merger Shares and amount of Merger Cash payable at the Effective Time to each of the Company Stockholders. The Escrow Fund is available to compensate Parent and its officers, directors and affiliates, including the Surviving Corporation (each, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "LOSS" and collectively "LOSSES") paid, incurred, accrued or sustained by the Indemnified Parties, or any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein as of the date of this Agreement or as of the Closing Date, as though then made (except to the extent that such representation or warranty speaks as of an earlier date), (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement, (iii) any Dissenting Share Payments, (iv) any claim made by any person that such person is or was entitled (by contract or otherwise) to receive any amount or property in such person's capacity (or asserted capacity) as a beneficiary of any rights in excess of the consideration set forth in this Agreement by virtue of or as a result of the Merger, other than any claim described in clause (iii) above and (v) the items listed on Schedule 7.2(a). Parent, Merger Sub and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger Consideration. Nothing herein shall limit the liability of Parent, Merger Sub or the Company for any breach of any representation, warranty or covenant if the Merger does not close. For the purpose of this Article VII only, when determining the amount of any Loss resulting from such inaccuracy or breach, any such representation or warranty of the Company that is qualified in scope as to materiality (including Company Material Adverse Effect) shall be deemed to be made or given without such qualification. There shall be no right of contribution from any Indemnified Party with respect to any Loss. The Escrow Agent may execute this the Escrow Agreement following the date hereof and prior to the Effective TimeClosing, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Stockholders will be deemed to have received from Buyer and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Buyer after the Effective Time with respect to the Escrow AmountTime) without any act on the part of VEO or any VEO ShareholdersStockholder. As soon as practicable after the Effective Time, the Escrow AmountShares, without any act on the part of any VEO ShareholdersStockholder, will be deposited with U.S. First Union National Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, herein and in the Escrow Agent may execute Agreement. The number of Escrow Shares deposited on behalf of each Stockholder shall be in proportion to the aggregate Buyer Common Stock to which such holder would otherwise be entitled under Sections 1.2(b) and shall be in the respective share amounts and percentages listed opposite each Stockholder's name listed in a schedule in form and substance reasonably acceptable to Buyer to be executed by the Company and delivered to Buyer at Closing (the "Escrow Schedule"). No shares of Buyer Common Stock deposited in the Escrow Fund shall be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Company. The Escrow Fund shall be available to reimburse, indemnify, defend and hold harmless, Buyer and its Affiliates (including the Company) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Buyer, its officers, directors, agents or Affiliates (including the Company), in each case net of insurance proceeds if and when received by such Person in connection with such Losses, directly or indirectly as a result of: (i) any inaccuracy in, or breach of, a representation or warranty of the Company or the Stockholders contained herein (or in any certificate, instrument, schedule or document attached to this Agreement following and delivered by the date hereof Company or the Stockholders pursuant to this Agreement); (ii) any failure by the Company or any Stockholder to perform or comply with any covenant contained herein; (iii) any claims or liabilities of any type with respect to, related to or arising from Huntsville Business Venture Corporation ("HBV") (including without limitation any rent or other amounts owed with respect to the Huntsville Office and any amounts owed for compensation of employees compensated by HBV), Image Concepts LLC, WireSpeed Property Holdings, QualTech, AquaTex Industries, Inc., Simple Surfer, Inc., Tucker Golf Corporation, C-Sharp Technologies, Inc. and ABR , ▇▇▇., provided, however, nothing herein shall be deemed an acknowledgment that there is any liability of the Stockholders or the Company to any of the other companies identified in this Section 8.2(a)(iii); (iv) any Losses arising from the matters disclosed on Schedule2.20, 2.25(d) and 8.2; (v) any liability or obligation (A) of the Company for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), and (B) of the Company for the unpaid Taxes of any person under Treasury Regulation ss.1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (vi) any claims or liabilities of any type of the Company with respect to periods on or prior to the Effective TimeClosing Date, and such latter execution shall not affect the binding nature of this Agreement as other than any liability set forth in Schedule 2.8 of the date hereof among Company Schedules, any liability fully disclosed, reflected or reserved against in the signatories hereto. Nothing herein shall limit the liability of C1, VEO Company Balance Sheet or the Principal Shareholders for Company Unaudited Financial Statements and any breach liability that has arisen in the ordinary course of any representation, warrantythe Company's business consistent with past practices since the Most Recent Balance Sheet Date. Claims arising out of an inaccuracy in, or covenant breach of, any representations and warranties of the Company or any Stockholder contained in this Agreement and in any certificate, instrument, schedule or document delivered by the Company at the Closing in connection with this Agreement or the transactions contemplated in this Agreement must be asserted on or before 5:00 p.m. (Alabama Time) on the Expiration Date, except for claims for a breach of the representations and warranties set forth in Section 2.3, which shall survive the Closing indefinitely, and claims for a breach of the representations and warranties set forth in Sections 2.10, 2.23, 2.25, which shall survive until thirty days after the expiration of the applicable statute of limitations. Buyer shall provide notice to the Securityholder Agent within 30 days of Buyer becoming aware of any claims for Losses if such claims are reasonably identifiable and determinable; provided, however, that no delay or failure on the Merger does not closepart of Buyer in notifying the Securityholder Agent shall relieve the Securityholder Agent or the Stockholders on whose behalf the Escrow Amount was contributed from any obligation unless they are materially prejudiced thereby (and then only to the extent of such prejudice). C1 Except as otherwise provided herein, Buyer may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) belowthe Escrow Agreement) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Basket Amount") ), have been delivered to the Escrow Agent as provided in paragraph (d) belowthe Escrow Agreement and such amount is determined pursuant to the Escrow Agreement to be payable; in such case, Buyer may recover shares from the Escrow Fund equal in which case C1 shall be entitled value to recover all indemnified Losses in excess of the Threshold AmountBasket Amount for which there is no objection or any objection had been resolved in accordance with the provisions of the Escrow Agreement; provided, however, that any Losses attributable to any failure by the Company or any Stockholder to perform or comply with respect any covenant contained herein shall be immediately reimbursable to Buyer in accordance with this Article VIII (i) without regard to the Basket Amount for Losses and without counting toward the Basket Amount); provided, further, however, that to the extent that Third Party Expenses (as defined in excess of Section 10.2(a) below) incurred by the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned Company exceed $100,000 Threshold Amount in the aggregate, such excess shall not be applicable deemed a Loss for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations this Article VIII and warranties of VEO and the Principal Shareholders in this Agreement shall be read immediately reimbursable to Buyer in accordance with this Article VIII (without reference regard to materialitythe Basket Amount for Losses and without counting toward the Basket Amount). Losses shall be determined without regard to any materiality or knowledge qualifiers that may be included in any representation or warranty that is breached.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany shareholder, will be deposited with U.S. Bank Trust, N.A. Trust NA (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g8.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, The portion of the Escrow Agent may execute Amount contributed on behalf of each shareholder of Capital Stock Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Sections 1.6(a) and (b) and shall be in the respective share amounts and percentages listed opposite each such Company's shareholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "Escrow Schedule"). All shares of Parent Common Stock contributed to the Escrow Fund shall not be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Surviving Corporation. The Escrow Fund shall be available to compensate Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to this Agreement following and delivered by the date hereof Company in connection with the Merger) or (ii) any failure by the Company to perform or comply with any covenant contained herein other than, in the case of clauses (i) and prior (ii) above, any inaccuracy, breach or failure to the Effective Time, and such latter execution shall not affect the binding nature perform or comply that is waived in writing by Parent; provided that claims arising out of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO an inaccuracy or the Principal Shareholders for any breach of any representation, warranty, representations and warranties and failure to perform or comply with any covenant of the Company contained in this Agreement if and in any certificate, instrument, schedule or document delivered by the Company at the Closing in connection with this Agreement or the Merger does not closemust be asserted on or before 5:00 p.m. (California Time) on the Expiration Date. C1 Provided, however, Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(iSection 8.2(d) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 250,000, have been delivered to the Escrow Agent as provided in paragraph (de) belowand such amount is determined pursuant to this Article VIII to be payable; in such case, Parent may recover shares from the Escrow Fund equal in which case C1 shall be entitled value to recover all indemnified Losses in excess of the Threshold Amount$250,000 threshold for which there is no objection or any objection had been resolved in accordance with the provisions of this Article VIII; providedPROVIDED, howeverHOWEVER, that to the extent third-party expenses, including, without limitation, legal and accounting fees incurred by the Company in connection with respect to (i) Third Party Expenses this Agreement and the Merger exceed $150,000 in the aggregate, such excess of the $125,000 and, (ii) any amounts required to amount shall be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable deemed a Loss for purposes of claims of Article VIII and shall be immediately reimbursable to Parent in accordance with this Article VIII (without regard to the $250,000 minimum threshold for Losses against and without counting toward the Escrow Amount. For purposes $250,000 threshold); PROVIDED FURTHER, HOWEVER, that to the extent Parent incurs a Loss in connection with (A) the Company's failure to comply with U.S. Export Laws, or (B) Section 4(d)(ii) of the Escrow FundCapella Agreement (including any Losses incurred in connection with the termination or amendment of such section and regardless of whether Parent has waived under Section 7.3(b) hereof any failure of the Company to perform or comply with the covenant specified in Section 6.27 hereto), the representations and warranties of VEO and the Principal Shareholders in this Agreement then any such Loss shall be read immediately reimbursable to Parent in accordance with this Article VIII (without reference regard to materialitythe $250,000 minimum threshold for Losses and without counting toward the $250,000 threshold).

Escrow Fund. As security for the indemnity provided for in this Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Company Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank TrustD.L. ▇▇▇▇▇▇▇ ▇▇▇row Company, N.A. Inc. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Company Stockholders) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Stockholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Company and the Company Stockholders jointly agree to indemnify and hold Parent and its officers, directors and affiliates (the "INDEMNIFIED PARTIES") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, or (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement or any failure by Jona▇▇▇▇ ▇▇▇▇▇ ▇▇ Wayn▇ ▇▇▇▇▇▇▇▇ ▇▇ comply with the provisions of Section 5.17 herein; provided, however, that (except for indemnification obligations due to any breach of the Extended Representations and Warranties for which there is no limitation) the aggregate amount for which the Company and the Company Stockholders are required to indemnify the Indemnified Parties shall not exceed the amount held by the Escrow Agent in the Escrow Fund; and provided, further, that (except for indemnification obligations due to any breach of the Extended Representations and Warranties) the sole recourse of the Indemnified Parties for indemnification obligations of the Company and the Company Stockholders shall be to make claims upon the Escrow Fund pursuant to Section 7.2(d) hereof. The Escrow Fund shall be available to compensate Parent and its affiliates for any such Losses. The Company Stockholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not closeclose for reasons other than Parent's breach of its obligations hereunder; but the Company Stockholders shall not be personally liable therefor. C1 Parent may not receive any shares from the Escrow Fund unless and until an Officer's Certificates Certificate (as defined in paragraph (d)(id) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have Losses has been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As In addition to the indemnification obligation of the Principal Stockholders which shall not be limited to the Escrow Amount, as security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger AgreementCompany Stockholders' approval thereof, VEO and at the VEO Shareholders Effective Time, the Company Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank Trust, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.3(g) below)) ), as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else The Escrow Fund shall be available to compensate Parent and its affiliates for any Losses incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein, (ii) any failure by the Escrow Agent may execute Company to perform or comply with any covenant contained herein, (iii) the failure of the Company's Cash Account to contain an amount of cash that equals or exceeds the Third Party Expenses incurred by the Company for which failure the Total Consideration has not been previously reduced, or (iv) the payment by Parent or the Company of any amount on account of Dissenting Shares in excess of the consideration which would have otherwise been received if such shares were not Dissenting Shares. Other than with respect to knowing, willful or intentional breaches of the representations, warranties or covenants made in connection with this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representationMerger, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of $100,000 (which exceed the "Threshold Amount") , have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 shall be entitled to Parent may recover all from the Escrow Fund the total of its Losses in excess of including the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO the Company and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) without any act of VEO the Company or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.3(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Basket Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 Parent shall be entitled to recover all Losses in excess of including the Threshold Basket Amount; providedPROVIDED, howeverHOWEVER, with respect to each of: (i) Third Party Expenses in excess of the greater of (A) Estimated Third Party Expenses or (B) $125,000 and200,000, and (ii) any amounts required to be paid by C1 pursuant to Section 5.18Net Assets as of the Closing Date less than the lesser of (A) Estimated Net Assets or (B) $250,000, each as determined from the Closing Balance Sheet and therefore not previously deducted from the Total Consideration, the aforementioned $100,000 Threshold Basket Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) Time), without any act required on the part of VEO or any VEO Shareholdersstockholder in accordance with the terms and provisions of an Escrow Agreement in substantially the form attached hereto as Exhibit G (the "Escrow Agreement"). As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Stockholder Agent (as defined in Section 7.4(g7.2(g)(i) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, herein and in the Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, at Parent's cost and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories heretoexpense. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes The portion of the Escrow Fund, Amount contributed on behalf of each stockholder of the representations and warranties of VEO and the Principal Shareholders in this Agreement Company shall be read without reference in proportion to materialitythe aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a) and 1.6(b). The Escrow Amount shall be contributed entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Company Common Stock. The Escrow Fund is available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein, or any failure by the Company to perform or comply with any covenant contained herein, or for any Losses suffered by Parent or the Company as a result of the failure by Administaff to provide the Benefit Services or the improper provision of the Benefit Services as a result of which Parent or the Company is subject to liability to the Company's employees or a governmental agency.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Shareholder, will be deposited with U.S. Bank Trust, N.A. Trust (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Company Shareholders) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Company Shareholders jointly agree to indemnify and hold Parent and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, or (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement; provided, however, that, except as set forth in Section 7.4, the aggregate amount for which the Company Shareholders are required to indemnify the Indemnified Parties shall not exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and its affiliates for any such Losses. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of C1, VEO or the Company and the Principal Shareholders Shareholder for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not closeclose for reasons other than Parent's breach of its obligations hereunder. C1 Parent may not receive any shares from the Escrow Fund unless and until an Officer's Certificates Certificate (as defined in paragraph (d)(id) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") identify Losses have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received from Merger Sub and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act on the part of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow AmountShares, without any act on the part of any VEO ShareholdersCompany stockholder, will be deposited with U.S. First Union National Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Notwithstanding anything else herein, herein and in the Escrow Agent may execute Agreement. The number of Escrow Shares deposited on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a) and (b) and shall be in the respective share amounts and percentages listed opposite each Company stockholder's name listed in a schedule in form and substance reasonably acceptable to Parent to be executed by the Company and delivered to Parent at Closing (the "ESCROW SCHEDULE"). No shares of Parent Common Stock deposited in the Escrow Fund shall be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Company or the Surviving Corporation. The Escrow Fund shall be available to reimburse Parent and its Affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, agents or Affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy in, or breach of, a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to this Agreement following and delivered by the date hereof Company in connection with the Merger) or (ii) any failure by the Company to perform or comply with any covenant contained herein; provided that claims arising out of an inaccuracy in, or breach of, any representations and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as warranties or any covenant of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant Company contained in this Agreement if and in any certificate, instrument, schedule or document delivered by the Company at the Closing in connection with this Agreement or the Merger does not closemust be asserted on or before 5:00 p.m. (California Time) on the Expiration Date. C1 Parent shall provide notice to the Securityholder Agent (as defined below) within 30 days of Parent becoming aware of any claims for Losses if such claims are reasonably identifiable and determinable; PROVIDED, HOWEVER, that no delay or failure on the part of Parent in notifying the Securityholder Agent shall relieve the Securityholder Agent or the stockholders of the Company on whose behalf the Escrow Amount was contributed from any obligation unless they are materially prejudiced thereby (and then only to the extent of such prejudice). Except as otherwise provided herein, Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) belowthe Escrow Agreement) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 500,000, have been delivered to the Escrow Agent as provided in paragraph the Escrow Agreement and such amount is determined pursuant to the Escrow Agreement to be payable; in such case, Parent may recover shares from the Escrow Fund equal in value to all indemnified Losses (dincluding any Losses within the $500,000 threshold) belowfor which there is no objection or any objection had been resolved in accordance with the provisions of the Escrow Agreement; PROVIDED, in which case C1 HOWEVER, that to the extent the aggregate premiums for the Company's Directors' and Officers' Liability insurance policy exceed $40,000, such excess shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable deemed a Loss for purposes of claims of Losses against this Section 8.2(a) and the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityAgreement.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) Time), without any act required on the part of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Agent Stockholder Representative (as defined in Section 7.4(g7.2(i)(i) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b). The Escrow Amount shall be funded entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Company Capital Stock. The Escrow Fund is available to compensate Parent and its officers, directors and affiliates, including the Surviving Corporation (any, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by the Indemnified Parties, or any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein, (ii) any failure by the Company to perform or comply with any covenant contained herein, (iii) any Dissenting Share Payments, or (iv) any claim made by any person that such person is or was entitled (by contract or otherwise) to receive any amount or property in such person's -57- capacity (or asserted capacity) as a holder of equity interests in the Company or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in the Merger Agreement by virtue of or as a result of the Merger, other than any claim described in clause (iii) above. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger consideration. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not close. For the purpose of this Article VII only, in the event of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (determined giving effect to any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect), the amount of any Loss resulting from such inaccuracy or breach of such representation or warranty shall be determined without giving effect to any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, and any such requirement shall be disregarded for such purpose. There shall be no right of contribution from any Indemnified Party with respect to any Loss. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective TimeClosing, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's shareholders ----------- will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect Time) pursuant to an Escrow Agreement on customary terms to be mutually agreed among Parent, the Company and the Escrow Amount) Agent (as defined below), without any act required on the part of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any VEO Shareholdersshareholder, will be deposited with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g6.2(i)(i) below)) as Escrow Agent (the "Escrow Agent"), such deposit to ------------ constitute an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each shareholder of the Company shall be in proportion to the aggregate Parent Common Shares which such holder would otherwise be entitled under Section 1.6. The Escrow Amount shall be contributed entirely out of the shares of Parent Common Shares issuable upon the Merger in respect of Company Common Stock. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and ---- collectively "Losses") incurred by Parent, its officers, directors, or ------ affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else hereinParent and the Company each acknowledge that such Losses, the Escrow Agent may execute this Agreement following the date hereof and prior if any, would relate to unasserted contingent liabilities existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(ie) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 100,000, have been delivered to the Escrow Agent as provided in paragraph (d) belowf). In such case, in which case C1 shall be entitled to Parent may recover all from the Escrow Fund its Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the first $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality100,000.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof this Article 8 and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Parent will be deemed to have received and deposited deposit with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO ShareholdersStockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersStockholder, will be deposited with U.S. Bank Trust, N.A. the Escrow Agent (or other institution acceptable to C1 Parent and the Securityholder Agent Stockholder Representative (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"this Article 8)), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Timehereof, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein The portion of the Escrow Amount contributed on behalf of each Stockholder shall limit be in proportion to the liability Merger Consideration contributed at the Closing to which such holder would otherwise be entitled under Section 2.02. The Stockholders shall indemnify and hold Parent and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of C1investigation (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, VEO its officers, directors, or affiliates (including the Principal Shareholders for Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, (ii) any representation, warranty, failure by the Company to perform or comply with any covenant contained in this Agreement if Agreement, (iii) the Merger does Company's commitments and liabilities in accordance with Generally Accepted Accounting Principles ("GAAP") at the date hereof being in excess of the amount set forth in Schedule A (such excess commitments and liabilities can be offset by a corresponding asset recordable under GAAP, (iv) any action, suit or proceeding which is pending or threatened against the Company as of the Effective Time, (v) any liabilities of the Company for Taxes attributable to a Pre- Closing Tax Period ending prior to the Closing Date which are not closereserved for on Schedule A, (vi) any payments in respect of Dissenting Shares that are recoverable pursuant to Section 2.04(c) (which shall include Parent's reasonable legal and other fees incurred in connection with any appraisal proceeding), or (vii) any License Fee Make Whole which arises after the Closing Date. C1 No Stockholder shall have any right to contribution from the Company for any claim made by Parent after the Effective Time. Notwithstanding anything in the preceding language to the contrary, and subject to the procedures set forth in paragraphs (e) and (f) of this Section 8.02, Parent may not receive any shares of the Escrow Amount from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(ie) below) identifying Losses, which in excess of the aggregate exceed $100,000 (the "Threshold Basket Amount") ), have been delivered to the Escrow Agent as provided in paragraph (de) below, below in which case C1 Parent shall be entitled to recover all Losses in excess of including the Threshold Basket Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) that any amounts required to be paid by C1 Loss pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement Sections 2.04(c) hereof shall be read without reference recoverable from the first dollar and not subject to materialitythe Basket Amount nor shall it be included in calculating whether the Basket Amount has otherwise been exceeded.

Escrow Fund. As partial security for the indemnity provided for ----------- in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited Buyer shall deposit with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective TimeClosing, the Escrow Amount, without any act of any VEO ShareholdersSeller, will be deposited with U.S. Bank TrustFirst Trust of California, N.A. National Association (or other institution acceptable to C1 Buyer and the Securityholder Agent (as defined in Section 7.4(g) below)Seller) as Escrow Agent (the "Escrow ------ Agent"), such deposit deposits to constitute an escrow fund (the "Escrow Fund") to be ----- ----------- governed by the terms set forth herein. Notwithstanding anything else hereinThe Seller agrees to indemnify and hold Buyer and its officers, directors and affiliates harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Buyer, ---- ------ its officers, directors, or affiliates directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of Seller or the Escrow Agent may execute Company contained in this Agreement following the date hereof and prior to the Effective TimeAgreement, and such latter execution shall not affect the binding nature of this Agreement (ii) Net Liabilities as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO Closing Date exceeding Estimated Net Liabilities or (iii) any failure by Seller or the Principal Shareholders for Company to perform or comply with any breach of any representation, warranty, or covenant contained in this Agreement if Agreement; provided that, with respect to any inaccuracy or breach of any representation or -------- ---- warranty set forth in Section 2.9 as a result of a Customer Termination or Customer Notice, "Loss" shall mean with respect to each such Customer Termination a dollar amount equal to one hundred percent (100%) of the Merger does Annualized Revenue for such former Customer less the amount of any revenue earned by the Company with respect to such Customer after the Closing Date. The Escrow Fund shall be available to compensate Buyer and its affiliates for any such Losses. Seller shall not closehave any right of contribution from the Company with respect to any Loss claimed by Buyer after the Closing. C1 Buyer may not receive any shares cash from the Escrow Fund unless and until the amount determined to be owed to Buyer pursuant to undisputed Officer's Certificates (as defined in paragraph (d)(ie) below) identifying LossesLosses and disputed Officer's Certificates which have been resolved through the arbitration process set forth in Section 7.2(g), which in excess of the aggregate exceed $100,000 (the "Threshold Amount") 100,000, have been delivered to the Escrow Agent as provided in paragraph (de) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect -------- ------- to each of: (i) Third Party Expenses in excess of the greater of (A) Estimated Third Party Expenses or (B) $125,000 and250,000, (ii) any amounts required Net Liabilities as of the Closing Date in excess of Estimated Net Liabilities, and (iii) Losses related to be paid by C1 pursuant to a breach of the representation and warranty set forth in Section 5.18, 2.23(j) the aforementioned $100,000 Threshold Amount threshold shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for of the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) 200,000 shares of Parent Common Stock (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Time)(the "Escrow Amount") without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable Within ten (10) days after the Effective TimeClosing Date, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled to receive under Section 1.7. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), (ii) any failure by the Company to perform or comply with any covenant contained herein, (iii) any Taxes owing by the Escrow Agent may execute this Agreement following Company, whether before or after the date hereof and Closing, as a result of the activities of the Company prior to the Effective TimeClosing, or (iv) any claim by any holder of Company Capital Stock or by any holder of any Assumed Option or the holder of the GMC Warrant that it did not receive the portion of the Merger Consideration to which it was entitled, (such excluded liabilities and obligations, the "Assumed Liabilities"). Notwithstanding the foregoing (i) the Parent shall not assert a claim for a Loss hereunder of less than Ten Thousand Dollars ($10,000), individually, and until the aggregate of such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories heretoclaims exceeds One Hundred Thousand Dollars ($100,000). Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any such breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 may not receive As soon as practicable after all claims specified in any shares from the Escrow Fund unless and until Officerofficer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been Certificate delivered to the Escrow Agent as provided in paragraph (dprior to termination of the Escrow Period have been resolved and after the termination of the Escrow Period, the Escrow Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(a) below, in which case C1 shall be entitled to recover all Losses made based on their interest in excess such Escrow Amounts as of the Threshold Amount; provided, however, date of distribution from the Escrow Fund as certified by the Securityholder Agent in an Agent Certificate delivered to Parent and the Escrow Agent no later than fifteen (15) days prior to the date of the distribution from the Escrow Fund. The Escrow Agent shall not be obligated to deliver any Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(a) unless and until the Securityholder Agent shall have delivered an Agent Certificate to Parent and the Escrow Agent with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts such Escrow Amounts as required to be paid by C1 pursuant to this Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality7.2(a).

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined belowa) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, a number of shares of Acquiror Common Stock equal to 10% of the Merger Shares (the "Escrow AmountShares") shall be registered in the name of, without any act of any VEO Shareholders, will and be deposited with U.S. with, Imperial Bank Trust, N.A. (or other institution acceptable to C1 and selected by Acquiror with the Securityholder Agent (as defined reasonable consent of the Company or of a majority in Section 7.4(g) below)interest of the Company Stockholders) as Escrow Agent escrow agent (the "Escrow Agent"). In addition, upon any exercise of any Assumed Company Option before the Escrow Period terminates, 10% of the indicated Assumed Option Shares shall be registered in the name of, and be deposited with, the Escrow Agent. Together, such deposit to deposit(s) (together with interest and other income thereon) shall constitute an escrow fund (the "Escrow Fund") to Fund and be governed by the terms set forth herein. Notwithstanding anything else herein, herein and in the Escrow Agent may execute this Agreement following the date hereof and prior attached hereto as Exhibit A. The --------- Escrow Fund shall be available as one potential source to compensate Acquiror pursuant to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as indemnification obligations of the date hereof among Company Stockholders. (b) In the signatories hereto. Nothing herein shall limit event that the liability of C1Company's and the Company Stockholders' representation and warranty in Section 2.25 is untrue, VEO or the Principal Shareholders for then before any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from recovery against the Escrow Fund unless and until Officer's Certificates before any other recovery by Acquiror in respect of such untruth (other than under Section 1.3 of the Note Purchase Agreement between Acquiror and BioQuest), the Company Stockholders shall, pro rata as defined among themselves in paragraph (d)(i) below) identifying Lossesrelation to the indebtedness owed by the Company to the respective Company Stockholders at any time after December 1, 1997, satisfy the liability for such untruth in excess of accordance with the following. To the extent that the Section 2.25 amount exceeds $100,000 500,000 (the "Threshold Deficit Amount") have been delivered ), each respective Company Stockholder shall forgive a portion of any and all indebtedness which the Company owed to said Company Stockholder at any time after December 1, 1997 in an amount equal to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess Company Stockholder's pro rata share of the Threshold Deficit --- ---- Amount; provided, howeverand, with respect if any such indebtedness has already been paid to (i) Third Party Expenses said Company Stockholder, said Company Stockholder shall pay such amount to Acquiror in excess satisfaction of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amountforegoing. For purposes of this Section, each Company Stockholder's pro rata share of the Escrow FundDeficit Amount shall equal a fraction, the representations and warranties --- ---- numerator of VEO which is equal to all indebtedness owed by the Company to said Company Stockholder at any time after December 1, 1997, and the Principal Shareholders in this Agreement shall be read without reference denominator of which is equal to materialityall indebtedness owed by the Company to all Company Stockholders at any time after December 1, 1997.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Closing the Merger Agreement, VEO and the VEO Shareholders receiving NEON Common Stock will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 NEON after the Effective Time with respect Closing) pursuant to the Escrow Amount) Agreement attached hereto as Exhibit B hereto, without any act required on the part of VEO or any VEO ShareholdersShareholder. As soon as practicable after the Effective TimeClosing, the Escrow AmountShares, without any act required on the part of any VEO ShareholdersShareholder, will be deposited with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 NEON and the Securityholder Agent Shareholder Representative (as defined in Section 7.4(g7.2(h)(i) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at NEON's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the date hereof Escrow Shares. The Escrow Fund shall be available to compensate NEON and prior to the Effective Timeits affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and such latter execution expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by NEON, its officers, directors, or affiliates as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not affect receive any shares from the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in excess of $100,000 (the "Threshold Amount") have been delivered aggregate Purchase Price. The foregoing limitations shall not apply to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess obligations of the Threshold Amount; provided, however, with respect Shareholders to (i) Third Party Expenses pay the income taxes described in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality5.6.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof Effective Time, Ventures' stockholders and by virtue of this Agreement Warrant and the Merger Agreement, VEO and the VEO Shareholders Option holders will be deemed to have received and deposited the Escrow Shares with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO any stockholder, Warrant holder or any VEO ShareholdersOption holder. As soon as practicable after At the Effective TimeClosing, the Escrow AmountShares, without any act of any VEO Shareholdersstockholder, Warrant holder or Option holder will be deposited with U.S. State Street Bank Trust, N.A. and Trust Company (or other institution acceptable to C1 Purchaser and the Securityholder Agent (as defined in Section 7.4(g) belowStockholder Representatives)) , as Escrow Agent (the "Escrow Agent"), such deposit for a period of one year from the Closing Date to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, herein and in the Escrow Agent may execute this Agreement following the date hereof Agreement. The Escrow Fund shall be available to compensate Purchaser and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders its affiliates for any and all losses, damages, deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) of any nature whatsoever, net of insurance proceeds actually realized or to be realized by Purchaser (collectively, "Losses"), arising out of, based upon or resulting from (1) any inaccuracy in or breach of any representation, warranty, or covenant representation and warranty of Ventures which is contained in this Agreement if or any Schedule or certificate delivered pursuant hereto or thereto; (2) any breach or non- fulfillment of, or any failure to perform, any of the Merger does covenants, agreements or undertakings of Ventures (which covenants, agreements or undertakings were to be performed or complied with on or prior to the consummation of the Merger) which are contained in or made pursuant to the terms and conditions of this agreement; (3) any losses of Purchaser or any Wired Company (whether or not closedisclosed on a Schedule hereto) to the extent arising out of the Wired Companies' obligations to provide indemnification in excess of the amount of the Advance Escrow pursuant to Section 10.3(b) of the Advance Agreement or otherwise resulting from or relating to the operation or sale of the Business (as such term is defined in the Advance Agreement); or (4) any Losses resulting from the delayed form filings described in paragraph (c) of Schedule 2.12. C1 Purchaser may not receive any shares payment from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) belowthe Escrow Agreement) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 500,000, have been delivered to the Escrow Agent as provided in paragraph (d) belowthe Escrow Agreement; in such case, in which case C1 shall be entitled to Purchaser may recover all from the Escrow Fund its Losses in excess of the Threshold Amountfirst $500,000 (the "Deductible"); provided, however, with respect that in no event shall the Deductible apply to the Losses resulting from any inaccuracy or breach of any representation and warranty contained in Sections 2.1(b), 2.2, 2.14 or 2.18, any Losses arising under clause (i3) Third Party Expenses in excess of the $125,000 andor (4) above, (ii) any amounts required fees and costs that Purchaser is entitled to be paid by C1 recover pursuant to Section 5.1810.1(c), the aforementioned $100,000 Threshold or any negative Adjustment Amount determined pursuant to Section 10.1(d), and provided, further, that any such Losses or fees and costs or Adjustment Amount shall not be applicable taken into account in determining whether aggregate Losses exceed the threshold of the Deductible or whether the Deductible has been satisfied for purposes of claims of Losses against the Escrow Amount. For purposes of calculating Purchaser's recovery from the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's stockholders ----------- will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. Trust NA (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund ------------ (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's ----------- cost and expense. Notwithstanding anything else The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively ---- "Losses") incurred by Parent, its officers, directors, or affiliates (including ------ the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or any contained in Article II herein (as modified by the Company Schedules), (ii) any failure by the Company to perform or comply with any covenant contained herein, (iii) the Escrow Agent may execute this Agreement following payment of $500,000 in connection with the date hereof and prior to obligation of the Effective TimeCompany set forth in Schedule 2.19, and such latter execution which payment shall not affect the binding nature be deemed a "Loss" for purposes of this Agreement as (the "Fee Payment") or (iv) the payment by the Parent of cash to Imperial Bank in connection with the exercise of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant put right contained in this Agreement if that certain Warrant dated June 27, 1997 (the Merger does not close"Warrant Payment"). C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 75,000, have been delivered to the Escrow Agent as provided in paragraph (de) belowand such amount is determined pursuant to this Article VII to be payable; in such case, Parent may recover shares from the Escrow Fund equal in which case C1 shall be entitled value to recover all Losses in excess of the Threshold Amountindemnified Losses; provided, however, that in connection with respect the ----------------- Fee Payment, Parent shall receive shares from the Escrow Fund immediately following the Closing in an amount equal to the Fee Payment and/or the Warrant Payment (iin accordance with Section 7.2(d)(ii) Third Party Expenses in excess of below) and such shares shall be paid without regard to the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality75,000 limitation referenced above.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany shareholder, will be deposited with U.S. Chase Manhattan Bank Trustand Trust Company, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g8.2(h) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Notwithstanding anything else herein, The portion of the Escrow Agent may execute Amount contributed on behalf of each shareholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b) and shall be in the respective share amounts and percentages listed opposite each Company's shareholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "ESCROW SCHEDULE"). The Escrow Fund shall be available to compensate Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to this Agreement following and delivered by the date hereof and Company in connection with the Merger), (ii) any failure by the Company to perform or comply with any covenant or obligation contained herein or (iii) any claims brought by employees or consultants of the Company who were or are terminated prior to the Effective Closing; provided that such claims must be asserted on or before 5:00 p.m. (California Time) on the Expiration Date. Except as otherwise provided herein, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(iSection 8.2(d) below) identifying Losses, the aggregate amount of which exceed $50,000 (except in excess the case of $100,000 (the "Threshold Amount") Losses arising from any breach or inaccuracy of Section 2.3, as to which such threshold shall not apply), have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.as

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective, Time the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time which amount shall include New Shares in accordance with respect to the Escrow AmountSection 8.2(c)(ii)) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany stockholder, will be deposited with U.S. Chase Manhattan Bank Trustand Trust Company, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Agent) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each stockholder of the date hereof and prior Company shall be in proportion to the Effective Timeaggregate Parent Common Stock and portion of the Aggregate Cash Component which such holder would otherwise be entitled under Section 1.6(a) and shall be in the respective share amounts and percentages listed opposite each Company stockholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "Escrow Schedule"). The Escrow Fund shall be available to compensate Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and such latter execution shall expenses of investigation and defense (exclusive of any punitive damages asserted solely by Parent or its affiliates and not affect related to any Third-Party Claim) (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the binding nature Surviving Corporation) directly or indirectly as a result of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for (i) any breach of a representation or warranty of the Company contained herein (or in any representationcertificate, warrantyinstrument, schedule or covenant contained in document attached to this Agreement if and delivered by the Merger does Company in connection with the Merger) or (ii) any failure by the Company to perform or comply with any covenant or obligation contained herein or (iii) Advisors Fees not closeotherwise accounted for at the Closing under Section 6.20(a) or (iv) any adjustment under Section 6.20(d)(i); provided that such claims must be asserted on or before 5:00 p.m. (California Time) on the Expiration Date. C1 Except as otherwise provided herein, Parent may not receive any shares shares, cash or property from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(iSection 8.2(d) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (except in the "Threshold Amount"case of Losses arising from fraud, from Advisor Fees not otherwise accounted for at the Closing under Section 6.20(a) or under 6.20(d)(i), as to each of which such threshold shall not apply), have been delivered to the Escrow Agent as provided in paragraph (df) belowand such amount is determined pursuant to this Article VIII to be payable; in such case, Parent may recover shares from the Escrow Fund equal in which case C1 shall be entitled value to recover all indemnified Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of including any Losses within the $125,000 and100,000 threshold) for which there is no objection or any objection had been resolved in favor of Parent, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, its affiliates or the aforementioned $100,000 Threshold Amount shall not be applicable for purposes Surviving Corporation in accordance with the provisions of claims of Losses against the Escrow Amountthis Article VIII. For purposes of the Escrow Fundthis Article VIII, the representations phrases "Company stockholders" and warranties "stockholders of VEO and the Principal Shareholders in this Agreement Company" shall be read without reference refer to materialitythe stockholders of the Company immediately prior to the Effective Time.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersshareholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)) Agents as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each shareholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company or any contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else hereinParent and the Company each acknowledge that such Losses, the Escrow Agent may execute this Agreement following the date hereof and prior if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each stockholder of the date hereof and prior Company shall be in proportion to the Effective Timeaggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or Warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and such latter execution shall not affect expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the binding nature Surviving Corporation) directly or indirectly as a result of this Agreement as any inaccuracy or breach of a representation or warranty of the date hereof among Company contained in Article II herein (as modified by the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warrantyCompany Schedules), or any failure by the Company to perform or comply with any covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amountherein; provided, however, with respect that the Escrow Fund shall only be available to (i) Third Party Expenses compensate Parent, its officers, directors or affiliates to the extent that the aggregate amount of Losses is in excess of $500,000, in which event the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes full amount of the Escrow FundFund shall be available to so compensate Parent, the representations and warranties of VEO its officers, directors or affiliates for any Losses. Parent and the Principal Shareholders Company each acknowledge that such Losses, if any, would relate to the unresolved contingencies existing at the Effective Time, which, if resolved at the Effective Time would have led to a reduction in this Agreement the aggregate Merger consideration. The Escrow Fund shall be read without reference the sole source of damages to materiality.Parent arising from any claim hereunder (other than for

Escrow Fund. As security for the indemnity provided for obligations set forth in Section 7.2 hereof this Agreement, and by virtue of this Agreement and the Merger AgreementAgreement of Merger, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock splitAmount, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO any of the Shareholders. The Escrow Amount shall be deducted from the shares of Parent Common Stock to be received by Shareholders under this Agreement. The Escrow Fund shall be available to compensate the Indemnified Parties, or any VEO Shareholdersone of them, for any claims by such Indemnified Parties for any Losses suffered or incurred by them. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO the Shareholders, will be deposited with U.S. Bank Trust[________________], N.A. (as Escrow Agent hereunder, or other another institution acceptable to C1 Parent and the Securityholder Agent Shareholder Representative (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"7.4 hereof), such deposit of the Escrow Amount to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective TimeClosing, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares proceeds from the Escrow Fund unless and until an Officer's Certificates Certificate(s) (as defined in paragraph (d)(iSection 7.3(d) belowhereof) identifying Losses, Losses in excess of $100,000 (the "Threshold Basket Amount") has or have been delivered to the Escrow Agent as provided in paragraph (dSection 7.3(d) belowhereof, in which case C1 Parent shall be entitled to recover all Losses in excess Losses. Notwithstanding the foregoing, Parent shall be entitled to receive payments out of the Threshold Amount; providedEscrow Fund for, howeverand the Basket Amount shall not apply as a threshold to, any and all claim or payments with respect to (i) Third Party Expenses any amounts in excess of the $125,000 and, (ii) any amounts Total Merger Consideration required to be paid by C1 to holders of Company Capital Stock in respect of their exercise of dissenter's rights pursuant to Section 5.181.11 hereof and (ii) which did not cause a reduction in the calculation of Total Merger Consideration on the Closing Date. Absent fraud or intentional misrepresentation, from and after the aforementioned $100,000 Threshold Amount shall not be applicable for purposes Closing, recourse of claims of Losses against the Indemnified Parties to the Escrow Amount. For purposes Fund shall be the sole and exclusive remedy of the Escrow FundIndemnified Parties for any losses out of any breach or inaccuracy in any Representation, the representations and warranties of VEO and the Principal Shareholders warranty covenant or agreement contained in this Agreement shall be read without reference to materialityAgreement.

Escrow Fund. As security for (i) For the indemnity provided for in Section 7.2 hereof and by virtue avoidance of this Agreement and the Merger Agreementdoubt, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined belowA) the Escrow Amount is intended to be used to fund Sellers’ indemnification obligations in an amount up to 50% of the Retention (i.e. as defined belowrecourse for matters for which the RWI Policy would have covered but for the Retention under the RWI Policy), (B) (plus the amount of any additional shares as may Losses that would give rise to any indemnification obligations of Sellers hereunder and that would be issued upon any stock splitcovered by the RWI Policy but for the Retention thereunder shall nonetheless be an indemnification obligation of Sellers hereunder, stock dividend or recapitalization effected by C1 after the Effective Time with respect subject to the Escrow Amountlimitations set forth herein (including the Deductible), (C) without nothing in this Article IX shall be deemed to limit any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act rights of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. Buyer Indemnitee against the insurance carrier under the RWI Policy and (or other institution acceptable to C1 D) the claims period and limitations under the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by RWI Policy may differ from the terms set forth herein. Notwithstanding anything else herein, the Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as herein solely for purposes of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess administration of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess RWI Policy and shall have no effect on the indemnification obligations of the $125,000 and, Sellers hereunder. (ii) From and after the Closing Date, any amounts required Losses for which any one or more of the Buyer Indemnitees is otherwise entitled to be paid by C1 indemnification pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in term so this Agreement shall be read without reference satisfied (subject to materialitythe other limitations in this Section 9.04): (A) first, such indemnification obligation shall be satisfied from Escrow Amount until the Retention has been satisfied; (B) second, such indemnification obligation shall be satisfied by recovery under the RWI Policy, if applicable, until the RWI Policy limits have been exhausted; (C) third, such indemnification obligation shall be satisfied from Escrow Amount until the Escrow Amount is reduced to $0; (D) fourth, such indemnification obligation shall be satisfied as a dollar-for-dollar set-off against (x) the principal amount of the AvKARE Seller Notes and the Rondo Top Notes, until a maximum amount of $1,000,000 has been set-off, and (y) the principal amount of the R&S Seller Notes; and (E) thereafter, but only with respect to breaches of any Fundamental Representations or items described in Section 9.02(b), Section 9.02(c), Section 9.02(d), Section 9.02(e) or Section 9.02(f), to the extent such indemnification obligations remain unsatisfied (including in the event that the RWI Policy does not cover the applicable Losses), Sellers shall be liable to such Buyer Indemnitee for such indemnification payments in accordance with this Article IX (subject to all other limitations set forth in this Article IX).

Escrow Fund. As security for At the indemnity provided for in Effective Time the holders of Company Capital ----------- Stock entitled to receive Merger Consideration pursuant to Section 7.2 1.6 hereof and by virtue of this Agreement and (the Merger Agreement, VEO and "Indemnifying Stockholders") will not receive the VEO Shareholders Escrow Amount but such stockholders will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act required on the part of VEO or any VEO Shareholderssuch stockholder. As Instead, as soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any VEO Shareholdersstockholder, will be deposited by Parent with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)) Stockholder Representative as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else hereinThe portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock shall be determined with reference to each such stockholder's Pro Rata Escrow Basis. The Escrow Amount shall be contributed entirely out of the Merger Consideration payable upon the Merger in respect of the Company Capital Stock. The Escrow Fund is available to compensate Parent and its officers, directors and affiliates, including the Surviving Corporation (each, an "Indemnified Party" and collectively, the Escrow Agent may execute "Indemnified Parties") for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "Loss" and collectively "Losses") paid, incurred, accrued or sustained by the Indemnified Parties, or any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein as of the date of this Agreement following or as of the date hereof Closing Date, as though then made (except to the extent that such representation or warranty speaks as of an earlier date), (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement, (iii) any Dissenting Share Payments, (iv) any claim made by any person that such person is or was entitled (by contract or otherwise) to receive any amount or property in such person's capacity (or asserted capacity) as a holder of equity interests in the Company or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in this Agreement by virtue of or as a result of the Merger, other than any claim described in clause (iii) above, (v) any claims made by foreign employees of the Company or any of its subsidiaries whether or not disclosed on the Disclosure Schedule, (vi) any claims made by Parametric Technology Corporation or its subsidiaries relating to the Company Intellectual Property, including, without limitation, any claims related to trade secret misappropriation, whether or not disclosed on the Disclosure Schedule, (vii) the Acceleration or (viii) the Cash Dividend; provided, however, that to the extent that a specific Liability (as defined in Section 2.7 hereof) is used to reduce the amount of the Cash Dividend (as calculated pursuant to Schedule 5.21 hereof), such Liability shall not be considered a Loss for purposes of this Article VII. Parent and prior the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 No Indemnified Party may not receive recover any shares from the Escrow Fund Losses unless and until one or more Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, a Loss or Losses in excess of $100,000 in the aggregate (the "Threshold Amount") has or have been delivered to the Escrow Agent as provided in paragraph (dSection 7.2(d) belowhereof, in which case C1 such Indemnified Party -------------- shall be entitled to recover all Losses in excess of (including the Threshold Amount; provided) so identified to the extent then available in the Escrow Fund. Notwithstanding the foregoing, howeverParent shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (i) Third Party Expenses in excess all Losses incurred pursuant to clauses (iii), (iv), (v) or (vi) of the $125,000 andthis Section 7.2(a), or (ii) any amounts required to be paid by C1 pursuant to Section 5.18fraud, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityintentional misrepresentation or willful misconduct.

Escrow Fund. As security for the indemnity provided for in this Section 7.2 hereof 8.02 and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO ShareholdersStockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersStockholder, will be deposited with U.S. Bank Trust, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent Stockholder Representative (as defined in Section 7.4(g) below8.03)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein The portion of the Escrow Amount contributed on behalf of each Stockholder shall limit be in proportion to the liability aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.06. The Stockholders shall indemnify and hold Parent and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of C1investigation (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, VEO its officers, directors, or affiliates (including the Principal Shareholders for Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of any representation, warranty, a representation or covenant warranty of the Company contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 andAgreement, (ii) any amounts required failure by the Company to be paid by C1 pursuant to Section 5.18perform or comply with any covenant contained in this Agreement, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses or (iii) any action, suit or proceeding which is pending or threatened against the Escrow Amount. For purposes Company as of the Escrow Fund, Effective Time. No Stockholder shall have any right to contribution from the representations and warranties of VEO and Company for any claim made by Parent after the Principal Shareholders in this Agreement shall be read without reference to materialityEffective Time.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue Effective Time, each stockholder of this Agreement and the Merger AgreementCompany (individually, VEO and a "Company Stockholder" and, collectively, the VEO Shareholders "Company Stockholders") will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend dividend, or recapitalization effected by C1 Parent after the Effective Time with respect to shares constituting the Escrow Amount) without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank TrustChaseMellon Shareholder Services LLC, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g8.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else The portion of the Escrow Amount contributed on behalf of each Company Stockholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(b) and shall be in the respective amounts listed opposite each Company Stockholder's name listed in EXHIBIT K attached hereto. Except as provided in Section 1.6(d)(iv) any shares of Parent Common Stock contributed to the Escrow Fund shall not be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Surviving Corporation. The Escrow Fund shall be available to compensate the Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys= fees and expenses and expenses of investigation and defense incurred by Parent, its officers, directors or affiliates (including the Surviving Corporation) (i) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company or of any Affiliate Stockholder contained herein, or in any certificate, instrument, schedule or document delivered by the Escrow Agent may execute Company or any Affiliate Stockholder at the Closing in connection with this Agreement following or the date hereof and Merger, or any failure by the Company or any Affiliate Stockholder prior to the Effective TimeClosing to perform or comply with any covenant contained herein or (ii) in the event the Company prior to the Closing, and such latter execution shall not affect or the binding nature Securityholder Agent after the Closing, agrees to any cash settlement with the Distributor for the purposes of this terminating the exclusivity provisions of the Distribution Agreement as provided in Section 6.16 above (hereinafter individually a ALOSS@ and collectively "LOSSES"), provided that claims arising out of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO an inaccuracy or the Principal Shareholders for any breach of any representation, warranty, representations and warranties and any covenant of the Company or covenant the Affiliate Stockholders contained in this Agreement if and in any certificate, instrument, schedule or document delivered by the Company or the Affiliate Stockholders at the Closing in connection with this Agreement or the Merger does not closemust be asserted on or before 5:00 p.m. (California Time) on the date that is one year following the Closing Date and provided further, that a Loss for purposes of clause (ii) above shall be deemed to include only the amount of such cash settlement, exclusive of any expenses or costs incurred in attorneys' fees or other expenses or costs incidental to such cash settlement. C1 No portion of the Escrow Amount shall be contributed in respect of any Company Options. Except as provided in Section 11.2 relating to Third Party Expenses (as defined therein) exceeding $150,000, which excess shall be payable from the Escrow Fund, Parent may not receive any shares from the Escrow Fund unless and until Officer's =s Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 75,000 (the "Threshold Amount") of which no individual Loss shall be less than $5,000), have been delivered to the Escrow Agent as provided in paragraph (d) belowand either there is no objection thereto or any objection has been resolved in accordance with the provisions of this Article VIII; in such case, in which case C1 shall be entitled to Parent may recover from the Escrow Fund all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of including any Losses within the $125,000 and, (ii75,000 threshold and any individual Losses that may be less than $5,000) for which there is no objection or any amounts required to be paid by C1 pursuant to objection had been resolved in accordance with the provisions of this Article VIII in accordance with the provisions of this Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality8.2.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof this Article VIII and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Company Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) that portion of the Escrow Amount (as defined below) equal to the Indemnification Escrow Fund (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank TrustJPMorgan Chase Bank, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent Stockholder Representative (as defined in Section 7.4(g) belowthis Article VIII)) as Escrow Agent (the "“Escrow Agent"”), such deposit to constitute an escrow fund (the "“Escrow Fund"”) to be governed by the terms set forth hereinin Section 1.7(a) and this Article VIII. Notwithstanding anything else hereinFollowing the date hereof, the Escrow Agent may execute either a separate escrow agreement (the “Escrow Agreement”) or this Agreement following (for the date hereof and prior sole purpose of agreeing to the Effective Timeprovisions of this Article VIII), and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein The portion of the Escrow Amount contributed on behalf of each Company Stockholder shall limit be in proportion to the liability aggregate number of C1shares of Parent Common Stock issued at the Closing to which such holder would otherwise be entitled under Section 1.6(a). Subject to the limitations set forth in this Article VIII, VEO if the Merger is consummated, the Company Stockholders shall, severally and not jointly, indemnify and hold Parent and its officers, directors and affiliates (the “Indemnified Parties”) harmless against all claims; losses, liabilities, damages. deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation (hereinafter individually a “Loss” and collectively “Losses”) incurred by Parent, its officers, directors, or affiliates (including the Principal Shareholders for Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, (ii) any representation, warranty, failure by the Company to perform or comply with any covenant contained in this Agreement if Agreement, or (iii) any action, suit or proceeding which is pending or threatened against the Merger does not closeCompany as of the Effective Time. C1 No Company Stockholder shall have any right to contribution from the Company for any claim made by Parent after the Effective Time. Notwithstanding anything in the preceding language to the contrary, and subject to the procedures set forth in paragraphs (e) and (f) of this Section 8.2, Parent may not receive any shares of Parent Common Stock from the Indemnification Escrow Fund unless and until Officer's ’s Certificates (as defined in paragraph (d)(ie) below) identifying Losses, which in excess of the aggregate exceed $100,000 (the "Threshold “Basket Amount") ”), have been delivered to the Escrow Agent as provided in paragraph (de) below, below in which case C1 Parent shall be entitled to recover all Losses in excess of including the Threshold Basket Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) that any amounts required to be paid by C1 Loss resulting pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement Sections 1.6(a)(iv) or 1.6(e) hereof shall be read without reference recoverable from the first dollar and not subject to materialitythe Basket Amount nor shall it be included in calculating whether the Basket Amount has otherwise been exceeded.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Company Shareholders will ----------- be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Shareholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution reasonably acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) , as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at Parent's cost and expense. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company (as modified by the Company Disclosure Letter), or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else herein, the Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 250,000 have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 Parent may recover from the Escrow Fund the total of its Losses, not including the first $250,000. The Escrow Fund shall be entitled to recover the sole and exclusive remedy for all Losses in excess such Losses, provided that nothing herein shall limit any remedy for fraud or willful noncompliance with covenants and nothing herein shall limit the liability of the Threshold Amount; providedCompany for any breach of any representation, however, with respect to (i) Third Party Expenses in excess of warranty or covenant if the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall Merger does not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityclose.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Principal Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersPrincipal Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersPrincipal Shareholder, will be deposited with U.S. Bank Trust, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) ), as Escrow Agent (the "“Escrow Agent"”), such deposit to constitute an escrow fund (the "“Escrow Fund"”) to be governed by the terms set forth herein and at Parent’s cost and expense. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else hereinParent and the Company each acknowledge that such Losses, the Escrow Agent may execute this Agreement following the date hereof and prior if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger Consideration. Losses shall be satisfied first against shares of Parent Common Stock that are not subject to a right of repurchase or similar right granted pursuant to a Stock Restriction Agreement or otherwise, and then satisfied against shares of Parent Common Stock that are not subject to any such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories heretoright. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act on the part of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow AmountShares, without any act on the part of any VEO ShareholdersCompany stockholder, will be deposited with U.S. State Street Bank Trust, N.A. & Trust Company (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g8.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, in the Escrow Agent may execute Agreement. The number of Escrow Shares deposited on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a) and (b) and shall be in the respective share amounts and percentages listed opposite each Company stockholder's name listed in a schedule in form and substance reasonably acceptable to Parent to be executed by the Company and delivered to Parent at Closing (the "Escrow Schedule"). No shares of Parent Common Stock deposited in the Escrow Fund shall be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Company or the Surviving Corporation. The Escrow Fund shall be available to reimburse Parent and its Affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, agents or Affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy in, or breach of, a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to this Agreement following and delivered by the date hereof Company in connection with the Merger) or (ii) any failure by the Company to perform or comply with any covenant contained herein; provided that claims arising out of an inaccuracy in, or breach of, any representations and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as warranties or any covenant of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant Company contained in this Agreement if and in any certificate, instrument, schedule or document delivered by the Company at the Closing in connection with this Agreement or the Merger does not closemust be asserted on or before 5:00 p.m. (Delaware Time) on the Expiration Date. C1 Losses otherwise subject to reimbursement from the Escrow Fund shall be reduced by the amount that Parent or its Affiliates recover as proceeds of insurance in respect of such Losses, net of any cost of collection, deductible, retroactive premium adjustment, reimbursement obligation or other cost directly related to the insurance claim in respect of such Losses. Parent agrees that it will prosecute, and cause its Affiliates to prosecute, claims against its or their respective insurers diligently and in good faith if, in Parent's reasonable judgment, it or an Affiliate has a claim against an insurer for such Losses. Except as otherwise provided herein, Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) belowthe Escrow Agreement) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 250,000, have been delivered to the Escrow Agent as provided in paragraph the Escrow Agreement and such amount is determined pursuant to the Escrow Agreement to be payable; in such case, Parent may recover shares from the Escrow Fund equal in value to all indemnified Losses (dincluding any Losses within the $250,000 threshold) below, for which there is no objection or any objection had been resolved in which case C1 shall be entitled to recover all Losses in excess accordance with the provisions of the Threshold AmountEscrow Agreement; and provided, however, that any Losses incurred by Parent as a result of any inaccuracy in, or breach of, Sections 2.3, 2.10, 2.14, 2.15, 2.25 and 2.30 hereof shall be immediately reimbursable to Parent in accordance with respect this Article VIII (without regard to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, 250,000 minimum threshold for Losses and without counting toward the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality250,000 threshold).

Escrow Fund. As soon as reasonably practicable after the Closing and the date of issuance of the First Milestone Shares and the Second Milestone Shares, as applicable, the Escrow Shares shall be registered in the name of, and be deposited with, State Street Bank and Trust Company of California, N.A., (or another institution selected by Purchaser with the reasonable consent of the Company and the Sellers' Representative) as escrow agent (the "Escrow Agent"), such deposit (together with interest and other income thereon) to constitute the "Escrow Fund" and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit E. As security for the indemnity provided for in Section 7.2 8.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Sellers will be deemed to have received and deposited with the Escrow Agent the Escrow Fund without any act of any Seller. The Escrow Fund shall be available to compensate the Indemnified Parties, or any of them, for any claims by such Indemnified Parties for any Losses suffered or incurred by them; provided, however, that if the Escrow Period (as defined below) has terminated, and a claim for Losses is made with respect to (i) fraud, (ii) knowing, intentional or willful breaches by the Company or the Sellers of their respective representations, warranties or covenants, or (iii) breaches by the Company or the Sellers of their respective representations and warranties in Sections 2.2, 2.9, 2.12 and 3.2 hereof, the claim shall be made directly against the Sellers severally and not jointly pro rata in proportion to their interest in the Escrow Amount Fund. In no event shall any Seller be personally liable to Purchaser for any amounts in excess of the value of the Purchaser Shares received by such Seller, which shares shall be valued at the Purchaser Stock Price, as adjusted for Net Taxes (as defined below) (plus any additional shares as may be issued upon any stock splitand brokerage fees actually paid by such Seller, stock dividend or recapitalization effected by C1 after except that personal liability for breaches of the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 representations and the Securityholder Agent (as defined warranties set forth in Section 7.4(g2.12 shall be limited to fifty percent (50%) below)) of the value of the Purchaser Shares received by such Seller, which shares shall be valued at the Purchaser Stock Price, as Escrow Agent (adjusted for Net Taxes and brokerage fees actually paid by such Seller. "Net Taxes" shall consist of the "Escrow Agent")taxes actually paid by such Seller in connection with the receipt of the Purchaser Shares hereunder, as adjusted for any tax benefits which are reasonably probable of being realized by such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinSeller as a result of such personal liability. Notwithstanding anything else hereinset forth herein to the contrary, the Founders' Escrow Agent may execute this Agreement following Shares shall be used solely to compensate the date hereof and prior to the Effective TimeIndemnified Parties, or any of them, for any claims by such Indemnified Parties for any Blenda Losses suffered or incurred by them, and such latter execution shall not affect the binding nature of this Agreement as for any ▇▇▇▇▇ Losses, and be deemed not to constitute a part of the date hereof among the signatories heretoEscrow Fund for any other purpose. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach or inaccuracy of any representation, warranty, warranty or covenant contained in this Agreement if the Merger Share Purchase does not close. C1 Purchaser may not receive any shares from the Escrow Fund compensation for any Loss unless and until one or more Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, Losses in excess of $100,000 750,000 in the aggregate (the "Threshold Basket Amount") has or have been delivered to the Escrow Agent as provided in paragraph (dSection 8.3(d) belowhereof, in which case C1 Purchaser shall be entitled to recover all Losses in excess so identified. Notwithstanding the foregoing, Purchaser shall be entitled to receive payments out of the Threshold Amount; providedEscrow Fund for, however, and the Basket Amount shall not apply as a threshold to any and all claims or payments made with respect to (i) Third Party Expenses in excess breaches of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO the Company and the Principal Shareholders Sellers contained in this Agreement shall be read without reference Sections 2.2, 2.21 and 3.2 or with respect to materialityany Blenda Losses.

Escrow Fund. As security for the indemnity provided for representations and warranties ----------- made by the Company in Section 7.2 hereof and by virtue of this Agreement at the Effective Time and without any act of the Merger AgreementCompany, VEO and the VEO Shareholders Company will be deemed to have received and deposited with Firstar Bank, N.A. (the "Escrow Agent (as defined belowAgent") the Escrow Amount (as defined below) issued in the name of ------------ the Escrow Agent (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, The ----------- portion of the Escrow Amount contributed on behalf of each Shareholder shall be in proportion to the Merger Consideration such Shareholder is otherwise entitled to receive in the Merger by virtue of ownership of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing The Escrow Fund shall be the sole and exclusive remedy of Parent for all Losses incurred by Parent. Notwithstanding the preceding sentence, nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until one or more Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, Losses in excess of One Hundred and Fifty Thousand Dollars (USD $100,000 150,000) in the aggregate (the "Threshold Basket Amount") has ------------- or have been delivered to the Escrow Agent as provided in paragraph (dSection 7.2(d) belowhereof, in which case C1 Parent shall be entitled to recover all Losses in excess of so identified, including without limitation the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Basket Amount. For purposes If, as of the Escrow FundTermination Date, no Loss or Losses have been identified which, in the representations and warranties of VEO and aggregate, exceed the Principal Shareholders in this Agreement Basket Amount, then the Escrow Fund shall be read without reference released in full to materialitythe Shareholders.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement Agreement, the Company and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) without any act of VEO the Company or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.3(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else hereinherein and, the Escrow Agent may execute this Agreement following the date hereof and prior subject to the Effective Time, provisions of Section 7.3(f)(iii) at Parent's sole cost and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories heretoexpense. Nothing herein shall limit the liability of C1, VEO the Parent or the Principal Shareholders Company for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, Losses in excess of $100,000 (the "Threshold Amount") 2,000,000 have been delivered to 46 52 the Escrow Agent as provided in paragraph (d) below, in below (which case C1 shall be entitled to recover all Losses in excess amount cannot include any individual Loss of the Threshold Amount$15,000 or less); provided, however, that with respect to (i) Third Party Expenses in excess Losses relating to inaccuracies or breaches of the $125,000 andrepresentations and warranties set forth in Sections 2.3, (ii) any amounts required to be paid by C1 pursuant to 2.13 or 2.20 or the agreement set forth in Section 5.181.6(h), the aforementioned $100,000 Threshold Amount 2,000,000 and $15,000 thresholds shall not be applicable for purposes of claims of Losses against the Escrow Amounts. "Escrow Amount. For purposes " shall mean the number of shares of Parent Common Stock equal to ten percent (10%) of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders shares issued in exchange for Company Capital Stock pursuant to this Agreement shall be read without reference to materialityAgreement.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective TimeEarnout funds become available, the Escrow Amount, without any act of any VEO Shareholdersshareholder, will be deposited with U.S. ▇▇▇▇▇ Fargo Bank TrustWest, N.A. N.A., (or other institution acceptable to C1 Tarantella and the Securityholder Shareholders’ Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "“Escrow Agent"”), such deposit deposits to constitute an escrow fund (the "“Escrow Fund"”) to be governed by the terms set forth hereinherein and at Tarantella’s cost and expense. Notwithstanding anything else Pursuant to Section 1.7(e), the first $300,000 of any Earnout payments or buyout pursuant to Section 1.7(g) shall be used to fund the Escrow Fund. The Escrow Fund shall be available to compensate Tarantella and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Tarantella, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of New Moon or any such representation or warranty contained in Article II herein (as modified by New Moon Schedules), or (ii) any failure by New Moon to perform or comply with any covenant contained herein, in each case, disregarding, the Escrow Agent may execute this Agreement following the date hereof phrases “material”, “materially,” “in all material respects,” “Material Adverse Effect” and prior any similar phrase. Tarantella and New Moon each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders New Moon for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Tarantella may not receive any shares monies from the Escrow Fund unless and until Officer's ’s Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 5,000, have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 shall be entitled to Tarantella may recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against from the Escrow AmountFund the total of its Losses, including the first $5,000. For purposes of In the event the Losses exceed the amount then in the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement Tarantella shall be read without reference permitted to materialityoff-set any subsequent payment of the Minimum Earnout or buyout pursuant to Section 1.7 hereof until the Losses have been paid; provided that, in no event shall the amounts deposited in the Escrow Fund and any additional amounts withheld from the Minimum Earnout or buyout exceed $600,000 when aggregated.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger AgreementAgreement of Merger, VEO at the Effective Time and without any act of the Company or the Shareholders, the Company and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may a person or entity to be issued upon any stock split, stock dividend or recapitalization effected mutually determined by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent Company (the "Escrow Agent")) the Escrow Amount, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, The portion of the Escrow Amount contributed on behalf of each Shareholder shall be in proportion to the Cash Amount and Merger Shares such Shareholder is otherwise entitled to receive in the Merger by virtue of ownership of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing The Escrow Fund shall be the sole and exclusive remedy of Parent for all Losses incurred by Parent, except with respect to any Losses resulting from fraud by the Company. Notwithstanding the preceding sentence, nothing herein shall limit the liability of C1, VEO Parent or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares cash from the Escrow Fund unless and until one or more Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, Losses in excess of Fifty Thousand Dollars (USD $100,000 50,000) in the aggregate (the "Threshold Basket Amount") has or have been delivered to the Escrow Agent as provided in paragraph (dSection 7.3(d) belowhereof, in which case C1 Parent shall be entitled to recover all Losses in excess so identified, including without limitation the Basket Amount. Notwithstanding the foregoing, Parent shall be entitled to immediately receive cash out of the Threshold Amount; providedEscrow Fund for, howeverand the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to (i) the failure of the Company to pay prior to the Effective Time Third Party Expenses in excess of incurred by the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityCompany.

Escrow Fund. As security for (a) The Escrow Fund established in accordance with Section 3.1(b)(v) shall be invested, maintained and disbursed in accordance with the indemnity provided for in Section 7.2 hereof terms and by virtue conditions of this the Escrow Agreement and the Merger this Agreement, VEO . The fees and the VEO Shareholders will be deemed to have received and deposited with expenses of the Escrow Agent (as defined below) shall be borne 50% by Acquisition and 50% by the Stockholders, with the amount due from the Stockholders to be paid out of the Escrow Amount Fund. (as defined belowb) Each Stockholder shall hold that number of interests in the Escrow Fund (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect "Units") equal to the Escrow Amount) without any act number of VEO or any VEO Shareholders. As soon as practicable after Shares registered in the Effective Time, name of such Stockholder on the Escrow Amount, without any act books of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the Escrow Agent may execute this Agreement following the date hereof and Holdings immediately prior to the Effective TimeTime and/or share equivalents under Employee Sale Bonuses. Each Stockholder holding such an interest in the Escrow Fund following the Effective Time is hereby referred to as an "Escrow Participant". Units will not be represented by any form of certificate or other instrument and will not be transferable or assignable, and such latter execution shall not affect other than by will, the binding nature laws of this Agreement as intestacy or other operation of law. (c) $6,000,000 of the date hereof among Escrow Fund, together with the signatories hereto. Nothing herein earnings thereon (the "Warranty Fund") shall limit be available to compensate the liability of C1Surviving Corporation for (i) any loss, VEO liability, damage or the Principal Shareholders for expense (including reasonable attorneys' fees) ("Damages"), based on or arising from any inaccuracy in or breach or nonfulfillment of any representation, warranty, or covenant contained made by Holdings in this Agreement if the Merger does not close. C1 may not receive Agreement, (ii) any shares from the Escrow Fund unless claims for Tax indemnity pursuant to Section 6.3(b)(i) ("Tax Claims"), and until Officer's Certificates (as defined in paragraph (d)(iiii) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered any Qualification Costs to the Escrow Agent as extent provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold AmountSection 9.3(d); provided, however, that (A) the Surviving Corporation shall not be entitled to assert any claim against the Warranty Fund unless notice of such assertion is given to the Stockholder Representative no later than 12 months after the Effective Time, except for claims for breaches of Sections 4.3, 4.15 and 6.1(a) as to which the foregoing period shall be 24 months and claims under Section 6.3 as to which the foregoing period shall be 18 months, and (B) the Surviving Corporation shall not be entitled to assert any claim for Damages or Tax Claims against the Warranty Fund for breach or nonfulfillment of any representation, warranty or covenant (I) unless (as to Damages) the amount of Damages (exclusive of indirect costs such as investigation or attorneys' fees solely related to such investigation as to the existence of a breach) incurred by the Surviving Corporation as a result of such breach or nonfulfillment exceeds the sum of $25,000 (computed separately for each breach rather than in the aggregate for all breaches of any warranty) (any breach or nonfulfillment exceeding such $25,000 threshold being herein referred to as a "Covered Breach") and (II) unless and until, and then only to the extent that, the aggregate Damages based on or arising from Covered Breaches and Tax Claims exceeds the sum of $1,000,000 (in which event the Surviving Corporation shall only be entitled to assert claims for Damages based on or arising from Covered Breaches and for Tax Claims to the extent they exceed an aggregate of $250,000). For all purposes of this Section 9.3(c), Damages shall be computed net of (x) any reserve or accrual established as a current liability on the Closing Date Balance Sheet in anticipation of or for the purpose of reflecting potential costs or losses associated with the claim giving rise to such Damages and taken into account in determining Adjusted Closing Working Capital, (y) the amount of any insurance proceeds actually received by Acquisition or the Surviving Corporation with respect to the loss for which indemnification is claimed (and Acquisition covenants to use commercially reasonable efforts to pursue all such insurance recoveries to which the Surviving Corporation may be entitled), net of any co- payment, retrospective premium adjustment to the extent resulting from such loss, and increased premiums resulting from such loss (as certified by the Company's independent insurance broker or consultant but in the case of increased premiums limited to three years worth of the increased amount) and (z) any other net compensatory payments actually received by Acquisition or the Surviving Corporation from third parties by way of subrogation or indemnification with respect to the loss for which indemnification is claimed, net of associated costs and expenses relating to the collection of such payments. (d) Schedule 4.1 lists those jurisdictions in which AXIA and each of its Subsidiaries is qualified to do business as a domestic or foreign corporation. In the event that following the Effective Time the Surviving Corporation or any of its Subsidiaries should be required to, or the Surviving Corporation should determine in good faith that it is necessary or desirable for it or any of its Subsidiaries to, qualify to do business in any other jurisdictions as a result of business transacted prior to the Effective Time, then to the extent the aggregate costs of so qualifying in all such jurisdictions (including any back Taxes, interest, fines and penalties required to be paid in connection with such qualification) (collectively, "Qualification Costs") exceed $25,000, such Qualification Costs shall be shared as follows: neither the $25,000 per incident threshold for Covered Breaches nor the $1,000,000 threshold for claims generally against the Warranty Fund shall apply to Qualification Costs; for the first $200,000 of Qualification Costs, 50% will be borne by the Surviving Corporation and 50% will be charged to the Warranty Fund (to the extent of the balance available therein); for Qualification Costs in excess of $200,000, 25% will be borne by the Surviving Corporation and 75% will be charged to the Warranty Fund (to the extent of the balance available therein). Notwithstanding the foregoing, the Surviving Corporation shall not be entitled to assert any claim against the Warranty Fund for Qualification Costs more than 12 months after the Effective Time. To the extent Taxes may be charged to the Warranty Fund as Qualification Costs pursuant to this Section 9.3(d), or could have been so charged had a claim been brought within the 12 month period specified in the preceding sentence, the Surviving Corporation shall not be entitled to claim indemnification for such Taxes under any other provision of this Agreement. Should the Stockholder Representative in good faith believe that there are grounds for a refund of any Qualification Costs charged to the Warranty Fund pursuant to this Section 9.3(d), at the request of the Stockholder Representative made at any time within 12 months following the Effective Date the Surviving Corporation or the Company as applicable shall promptly file and diligently prosecute a refund claim. If the Surviving Corporation or the Company should at any time receive a refund of or Tax credit for any Qualification Costs pursuant to a refund claim filed within 12 months of the Effective Time or requested by the Stockholder Representative to be filed within such 12 month period but filed thereafter, the Surviving Corporation shall remit to the Stockholders (in accordance with the written instructions of the Stockholder Representative) the portion thereof originally charged to the Warranty Fund. (e) If any claim by the Surviving Corporation, hereunder, excluding Tax Claims and claims under Sections 4.20 and 9.3(j), results from any assessment, suit, claim or other action by a third party (including a government or agency thereof) (a "Third-Party Claim"), the Surviving Corporation shall give the Stockholder Representative written notice thereof (together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of the Surviving Corporation to give such notice shall not impair the rights of the Surviving Corporation to except to the extent that the Stockholders are actually materially prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail. The Stockholder Representative, at its sole expense (subject to reimbursement from the Transaction Expenses Fund as contemplated by Section 9.3(g)) and through counsel chosen by it (which counsel shall be reasonably acceptable to the Surviving Corporation), may elect to defend any Third-Party Claim. If the Stockholder Representative elects to defend a Third-Party Claim, then, within ten (10) Business Days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party claim so requires), the Stockholder Representative shall notify the Surviving Corporation of its intent to do so, and the Surviving Corporation shall cooperate in the defense of such Third-Party Claim (and pending such notice and assumption of defense, the Surviving Corporation may take such steps to defend against such Third-Party Claim as, in the Surviving Corporation's good-faith judgment, are appropriate to protect its interests). After notice from the Stockholder Representative to the Surviving Corporation of its election to assume the defense of a Third-Party Claim, the Surviving Corporation shall not be entitled to reimbursement under Section 9.3(c) for any legal or other expenses subsequently incurred by the Surviving Corporation in connection with the defense thereof; provided that the Surviving Corporation shall have the right to employ one law firm as counsel to represent the Surviving Corporation in any action or group of related actions (which firm shall be reasonably acceptable to the Stockholder Representative) if, in the Surviving Corporation's reasonable judgment at any time, either a conflict of interest between the Surviving Corporation and the Stockholders exists in respect of such claim, or there may be defenses available to the Surviving Corporation which are different from or in addition to those available to the Stockholders and the representation of both parties by the same counsel would be inappropriate, in which event (i) Third the reasonable fees and expenses of such counsel shall may be reimbursed from the Warranty Fund pursuant to Section 9.3(c) (it being understood, however, that the Surviving Corporation shall not be entitled to reimbursement for the expenses of more than one such counsel with respect to any Third-Party Expenses Claim (even if against multiple indemnified parties)), and (ii) each of the Stockholder Representative and the Surviving Corporation shall have the right to conduct its own defense in respect of such claim. If the Stockholder Representative elects to defend the Third- Party Claim, (a) no compromise or settlement thereof may be effected by the Stockholder Representative without the consent of the Surviving Corporation (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law by the Surviving Corporation and no adverse effect on any other claims that may be made against the Surviving Corporation and (ii) the sole relief provided is monetary damages that are paid in full from the Warranty Fund and (b) the Surviving Corporation shall not be entitled to indemnification pursuant to Section 9.3(c) with respect to any compromise or settlement thereof effected by the Surviving Corporation without the consent of the Stockholder Representative (which shall not be unreasonably withheld or delayed). If the Stockholder Representative elects not to defend against a Third-Party Claim, the Surviving Corporation may defend, compromise, and settle such Third-Party Claim and shall be entitled to indemnification pursuant to Section 9.3(c) (to the extent permitted thereunder); provided, however, that the Surviving Corporation may not compromise or settle any such Third-Party claim without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed. (i) Upon the expiration of 12 months following the Effective Time, the Escrow Agent shall, subject to the provisions of Section 9.3(g), disburse any remaining balance (including earnings thereon) in the Warranty Fund in excess of the Minimum Balance (as defined below) to the Escrow Participants; provided that if there is then pending one or more claims of the Surviving Corporation, for which recourse is available against the Warranty Fund, the Escrow Agent shall retain in the Warranty Fund, pending resolution of such claims, in addition to the Minimum Balance, an amount equal to the aggregate amount so claimed by the Surviving Corporation, and upon final disposition of each such claim shall disburse the amount withheld (plus earnings thereon) in excess of the allowed claim to the Escrow Participants. As used herein, the "Minimum Balance" shall be an amount equal to the sum of $125,000 and, 3,000,000 plus the net Escrow Fund earnings on $3,000,000 (after deduction of the amount distributable pursuant to Section 9.3(l)) from the Effective Time to the date of the disbursement hereunder. (ii) Upon the expiration of 24 months following the Effective Time, the Escrow Agent shall, subject to the provisions of Section 9.3(g), disburse any amounts required remaining balance (including earnings thereon) in the Warranty Fund to be paid the Escrow Participants; provided that if there is then pending one or more claims of the Surviving Corporation, for which recourse is available against the Warranty Fund, the Escrow Agent shall retain in the Warranty Fund, pending resolution of such claims, an amount equal to the aggregate amount so claimed by C1 the Surviving Corporation, and upon final disposition of each such claim shall disburse the amount withheld (plus earnings thereon) in excess of the allowed claims to the Escrow Participants. (g) The amount specified by Holdings pursuant to Section 5.18, 3.1(b)(v) as constituting the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes initial Transaction Expenses Fund of the Escrow Fund, together with earnings thereon and any additional amounts deposited therein pursuant to Section 6.3 or this Section 9.3(g) (the representations "Transaction Expenses Fund"), shall be available to the Stockholder Representative solely to pay Employee Sale Bonuses, transaction expenses of Holdings not paid prior to the Effective Time or as Holdings Transaction Expenses and warranties out-of-pocket expenses (including legal and accounting fees) of VEO the Stockholder Representative incurred in connection with this Agreement and the Principal Shareholders Escrow Agreement. The Escrow Agent shall make disbursements from the Transaction Expenses Fund in this Agreement accordance with the instructions of the Stockholder Representative. Should the Stockholder Representative determine that the funds available in the Transaction Expenses Fund are insufficient to pay all anticipated expenses (including out-of-pocket expenses of the Stockholder Representative) properly chargeable to such fund, the Stockholder Representative may instruct the Escrow Agent to retain and transfer to the Transaction Expenses Fund up to $500,000 of amounts otherwise due to be distributed to the Escrow Participants from the Warranty Fund or the Working Capital Adjustment Fund. The Escrow Agent shall disburse any remaining balance (including earnings thereon) in the Transaction Expenses Fund to the Escrow Participants at such time or times as may be determined by the Stockholder Representative. (h) $3,000,000 of the Escrow Fund, together with earnings thereon (the "Working Capital Adjustment Fund"), shall be read without reference available to materialitypay to the Surviving Corporation any Working Capital Deficiency pursuant to Section 9.1(d). Upon receipt by the Escrow Agent of instructions from the Stockholder Representative, the Escrow Agent shall pay any Working Capital Deficiency to the Surviving Corporation out of the Working Capital Adjustment Fund and upon final determination of the Adjusted Closing Working Capital shall, subject to the provisions of Section 9.3(g), disburse any remaining balance (including earnings thereon) to the Escrow Participants. (i) [Intentionally Omitted] (j) $6,000,000 of the Escrow Fund together with the earnings thereon (the "Retained Liability Fund") shall be available to pay Ramco Clean-up Costs and Specified Litigation Losses (as defined below). Of this amount, $5,000,000 together with the earnings thereon (the "Ramco Sub-Account"), shall be available solely to pay Ramco Clean-Up Costs; $750,000 together with the earnings thereon (the "▇▇▇▇▇▇▇▇ Sub-Account"

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's shareholders will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect Time) pursuant to the Escrow Amount) Agreement attached hereto as Exhibit H, without any act required on the part of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any VEO Shareholdersshareholder, will be deposited with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(h)(i) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each shareholder of the Company shall be in proportion to the aggregate Parent Common Shares which such holder would otherwise be entitled under Section 1.6(a). The Escrow Amount shall be contributed entirely out of the shares of Parent Common Shares issuable upon the Merger in respect of Company Common Stock. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein; provided, however, that the Escrow Fund shall not be available after the date hereof of the first audit of financial statements containing combined operations of Parent and prior the Company for those contingencies that would be expected to be encountered in the audit process. Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing Subject to Section 8.5 below, nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 300,000, have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 shall be entitled to Parent may recover all from the Escrow Fund its Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the first $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality300,000.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each stockholder of the date hereof and prior Company shall be in proportion to the Effective Timeaggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or Warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, costs and expenses, including, with respect to claims asserted by third parties, reasonable attorneys' fees and expenses, and such latter execution shall not affect expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the binding nature Surviving Corporation) as a result of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Disclosure Schedules, without giving effect to any representation, warrantyupdate thereto), or any breach by the Company of any covenant contained in this Agreement if the Merger does not close. C1 herein; provided, however, that Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined and then only to the extent that) such Losses exceed in paragraph (d)(i) below) identifying the aggregate $500,000. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in excess of $100,000 (the "Threshold Amount") have been delivered to aggregate Merger Consideration. Nothing herein shall limit the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess liability of the Threshold Amount; providedCompany for any breach of any representation, however, with respect to (i) Third Party Expenses in excess of warranty or covenant if the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall Merger does not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityclose.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) Time), without any act required on the part of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the General Escrow AmountAmount and the Special Escrow Amounts (collectively, the "ESCROW AMOUNT") without any act required on the part of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other institution an escrow agent acceptable to C1 Parent and the Securityholder Stockholder Agent (as defined in Section 7.4(g7.2(g)(i) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a)(i). The Escrow Amount shall be contributed entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Capital Common Stock, and no portion of the Escrow Amount shall be contributed out of the shares of Parent Common Stock reserved for issuance in respect of Company Options. That portion of the Escrow Fund comprised of the General Escrow Amount is available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and out-of-pocket expenses of investigation (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein, or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else herein, That portion of the Escrow Agent may execute this Agreement following Fund comprised of the date hereof Special Escrow Amount I is available as an Offset as provided in Section 1.6(g)(viii) hereof. That portion of the Escrow Fund comprised of the Special Escrow Amount II is available to compensate Parent and prior its affiliates from any Losses incurred by Parent, its officers, directors or affiliates (including the Surviving Corporation) directly or indirectly as a result of any claims of current or former stockholders of the Company or former stockholders of Orcim Acquisition Corp. ("ORCIM") that are due to, arise out of or otherwise relate to the merger between the Company and Orcim which became effective November 15, 1993, or the rights of the stockholders in connection therewith (herein "ORCIM CLAIMS"). Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 250,000 have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 Parent may recover from the Escrow Fund its Losses, including the first $250,000. The foregoing limitations shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect not apply to (i) Third Party Expenses in excess of the $125,000 andany Offset under Section 1.6(g)(viii), (ii) any amounts required Orcim Claims or (iii) any claim for indemnification arising from a breach of any representation or warranty set forth in Section 2.8 (relating to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount Taxes) and Parent shall not be applicable for purposes of claims of Losses against limited to the amount in the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference Fund to materialitycompensate for such Losses.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger AgreementEffective Time, VEO and the VEO Shareholders Ventures' stockholders will be deemed to have received and deposited the Escrow Shares with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after At the Effective TimeClosing, the Escrow AmountShares, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. State Street Bank Trust, N.A. and Trust Company (or other institution acceptable to C1 Purchaser and the Securityholder Agent (as defined in Section 7.4(g) belowStockholder Representatives)) , as Escrow Agent (the "Escrow Agent"), such deposit for a period of one year from the Closing Date to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, herein and in the Escrow Agent may execute this Agreement following the date hereof at Purchaser's cost and prior expense. The Escrow Fund shall be available to the Effective Time, compensate Purchaser and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders its affiliates for any and all losses, damages, deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) of any nature whatsoever, net of insurance proceeds actually realized or to be realized by Purchaser (collectively, "Losses"), arising out of, based upon or resulting from (1) any inaccuracy in or breach of any representation, warranty, or covenant representation and warranty of Ventures which is contained in this Agreement if or any Schedule or certificate delivered pursuant hereto or thereto; (2) any breach or non-fulfillment of, or any failure to perform, any of the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates covenants, agreements or undertakings of Ventures (as defined in paragraph (d)(i) below) identifying Losseswhich covenants, in excess of $100,000 (the "Threshold Amount") have been delivered agreements or undertakings were to be performed or complied with on or prior to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess consummation of the Threshold Amount; provided, however, with respect to (iMerger) Third Party Expenses which are contained in excess of the $125,000 and, (ii) any amounts required to be paid by C1 or made pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes terms and conditions of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.Agreement;

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersshareholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each shareholder of the date hereof and prior Company shall be in proportion to the Effective Timeaggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or Warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and such latter execution shall not affect expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the binding nature Surviving Corporation) directly or indirectly as a result of this Agreement as any inaccuracy or breach of a representation or warranty of the date hereof among Company contained in Article II herein (as modified by the signatories hereto. Nothing herein shall limit the liability of C1Company Schedules, VEO or the Principal Shareholders for without giving effect to any breach of any representation, warrantyupdate thereto), or any failure by the Company to perform or comply with any covenant contained in this Agreement if the Merger does not close. C1 herein; provided, however, that Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined such Losses exceed in paragraph (d)(i) below) identifying Losses, in excess of the aggregate $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below500,000, in which case C1 event Parent shall be entitled receive shares equal in value to recover all Losses in excess the full amount of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amountsuch Losses. For purposes of the Escrow Fund, the representations and warranties of VEO Parent and the Principal Shareholders in this Agreement shall be read without reference Company each acknowledge that such Losses, if any, would relate to materiality.unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany stockholder, will be deposited with U.S. Chase Manhattan Bank Trustand Trust Company, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(h) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, The portion of the Escrow Agent may execute Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a) and shall be in the respective share amounts and percentages listed opposite each Company's stockholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "Escrow Schedule"). The Escrow Fund shall be available to indemnify Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to this Agreement following and delivered by the date hereof Company pursuant to this Agreement), (ii) any failure by the Company to perform or comply with any covenant or obligation contained herein; provided that such claims must be asserted on or before 5:00 p.m. (California Time) on the Expiration Date, (iii) any Tax obligations of the Company arising from the dissolution of the LLC and formation of the Company, including related asset transfers and transactions, (iv) any actions or failure to act by the Company with respect to Clients and Profits, Inc. and the Clients and Profits trademark, including but not limited to claims that the Company engaged in trademark infringement or unfair competition and (v) any state sales and use Taxes incurred but not paid by the Company prior to the Effective TimeClosing (regardless, with respect to items (iii), (iv) and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1(v), VEO or the Principal Shareholders for any breach of any representationdisclosure of such matters in the Company Schedules). Except as otherwise provided herein, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(iSection 7.2(d) below) identifying Losses, the aggregate amount of which exceed $50,000 (except in excess the case of $100,000 (the "Threshold Amount") Losses arising from intentional fraud, willful misconduct or any breach or inaccuracy of Section 2.3, as to which such threshold shall not apply), have been delivered to the Escrow Agent as provided in paragraph (df) belowand such amount is determined pursuant to this Article VII to be payable; in such case, Parent may recover shares from the Escrow Fund equal in value to all indemnified Losses (including any Losses within the $50,000 threshold) for which case C1 shall be entitled to recover all Losses there is no objection or any objection had been resolved in excess accordance with the provisions of the Threshold Amountthis Article VII; provided, however, that to the extent third-party expenses, including, without limitation, legal and accounting fees incurred by the Company in connection with respect to (i) Third Party Expenses this Agreement and the Merger exceed $50,000 in the aggregate, such excess of the $125,000 and, (ii) any amounts required to shall be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable deemed a Loss for purposes of claims of Article VII and shall be immediately reimbursable to Parent in accordance with this Article VII (without regard to the $50,000 minimum threshold for Losses against and without counting toward the Escrow Amount$50,000 threshold). For purposes of the Escrow Fundthis Article VII, the representations phrases "Company stockholders" and warranties "stockholders of VEO and the Principal Shareholders in this Agreement Company" shall be read without reference refer to materialitythe stockholders of the Company immediately prior to the Effective Time.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue Effective Time holders of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Company Capital ----------- Stock (other than holders of Dissenting Shares) will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersshareholder, will be deposited with U.S. Bank TrustFirst Trust of California, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the ------------ "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost ------------ and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each shareholder of the date hereof and prior Company shall be in proportion to the Effective Timeaggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.7(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and such latter execution shall not affect expenses of investigation and defense (hereinafter individually a "Loss" and ---- collectively "Losses") incurred by Parent, its officers, directors, or ------ affiliates (including the binding nature Surviving Corporation) directly or indirectly as a result of this Agreement as any inaccuracy or breach of a representation or warranty of the date hereof among Company including any contained in Article II herein (as modified by the signatories heretoCompany Schedules). Nothing Subject to Section 8.2 below, nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 60,000, have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 shall be entitled to Parent may recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against from the Escrow Amount. For purposes Fund the amount of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityits Losses which exceed $60,000.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined belowa) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, certificates representing shares of Holdco Common Stock comprising a portion of the Devnet Merger Securities with a value (determined pursuant to Section 13.5(b)) of $5 million (the "Escrow AmountShares") shall be registered in the name of, without any act of any VEO Shareholders, will and be deposited with U.S. Bank Trustwith, N.A. US Trust (or other institution acceptable to C1 and selected by FiberNet with the Securityholder Agent (as defined in Section 7.4(g) below)reasonable consent of the Managing Member) as Escrow Agent escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") Fund and to be governed by the terms set forth herein. Notwithstanding anything else herein, herein and in the Escrow Agent may execute Agreement attached hereto Exhibit C. The Escrow --------- Fund shall be available to compensate Holdco and FiberNet in respect of any and all Losses resulting from or arising out of, or in connection with, (i) any misrepresentation or breach of warranty made by Devnet in this Agreement following the date hereof or in any Document executed and delivered by Devnet, (ii) any breach by Devnet of any covenant or agreement made under this Agreement or in any Document executed and delivered by Devnet relating to a period (or portion thereof) ending on or prior to the Closing Date, and (iii) any and all actions, suits, proceedings, claims, demands, assessments, judgements, costs and expenses incident to any of the foregoing. The foregoing notwithstanding, FiberNet and Holdco shall have no claim against the Escrow Fund with respect to any of the foregoing until all Losses with respect thereto exceed $300,000 (the "Minimum Amount"), provided however that in the event that such Losses do exceed the Minimum Amount, FiberNet's and Holdco's claim against the Escrow Fund hereunder shall include all Losses resulting from any such breach, including, without limitation, those included in the Minimum Amount. Following the Effective Time, the Escrow Fund shall be the sole and such latter execution shall not affect the binding nature exclusive remedy of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders FiberNet and Holdco for any Losses resulting from any breach of any representation, warranty, warranty or covenant covenant. (b) [Intentionally Omitted]. (c) Notwithstanding anything contained in this Agreement if to the contrary, FiberNet, Holdco, Merger does not close. C1 may not receive Sub and Devnet Merger Sub hereby expressly waive, relinquish and release any shares from right or remedy available to it at law, in equity or under this Agreement to make a claim against the Escrow Fund unless for damages that FiberNet, Holdco, Merger Sub and until OfficerDevnet Merger Sub may incur, as the result of any of Devnet's Certificates (as defined in paragraph (d)(i) below) identifying Lossesrepresentations, in excess of $100,000 (warranties or covenants being untrue, inaccurate, incorrect or breached if FiberNet, Holdco, Merger Sub or Devnet Merger Sub had actual knowledge that such representation, warranty or covenant was untrue, inaccurate, incorrect or breached at the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess time of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO Closing and the Principal Shareholders in this Agreement shall be read without reference to materialityClosing nevertheless takes place.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue Effective Time the shareholders of this Agreement and the Merger Agreement, VEO and the VEO Shareholders ----------- Company will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholdersshareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersshareholder, will be deposited with U.S. Bank TrustChase Trust Company of California, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent Shareholder Representative (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to ------------ constitute an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth hereinherein and at Parent's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each shareholder of the date hereof Company shall be in proportion to the aggregate portion of the Merger Consideration to which such holder would otherwise be entitled under Section 1.6(a). The Escrow Fund shall be available to compensate Parent, Sub, and prior its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, Sub, its ---- ------ officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Disclosure Schedule), or (ii) any failure by the Company to perform or comply with any covenant contained herein or (iii) any breach of any Shareholder Certificate. Parent, Sub, and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger Consideration. Nothing Subject to Section 8.3 below, nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, Losses in excess of $100,000 (the "Threshold Amount") 25,000 have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount); provided, however, that with respect to (i) Third Party Expenses in excess Losses with respect to failure to comply with Section 5.12 or with respect to breaches of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.182.10 or 2.21(a), the aforementioned $100,000 Threshold Amount 25,000 threshold shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes No shareholders of the Escrow Fund, Company shall have any right to contribution from the representations and warranties of VEO and Company with respect to any Loss or Losses claimed by Parent after the Principal Shareholders in this Agreement shall be read without reference to materialityEffective Time.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company’s stockholders will be deemed to have received received, for federal income tax purposes and otherwise, and then deposited with the Escrow Agent (as defined below) the Company Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Company Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. an escrow agent acceptable to Parent and Securityholder Agent (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) belowsuch parties)) , as Escrow Agent (the "“Escrow Agent"”), such deposit to constitute an escrow fund (the "“Escrow Fund"”) to be governed by the terms set forth hereinherein and at Parent’s sole cost and expense. Notwithstanding anything else hereinThe portion of the Company Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Company Escrow Amount shall be contributed in respect of any Company Options. The Escrow Fund shall be to indemnify and hold harmless Parent and its affiliates from and against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Parent, its officers, directors, or affiliates (including the Escrow Agent may execute Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty made by the Company in this Agreement following (as modified by the date hereof Company Schedules), (ii) any failure by the Company to perform or comply with any of its covenants contained herein binding on the Company and not excused hereunder, (iii) the pending litigation styled ▇▇▇▇▇ ▇▇▇▇▇, et al v. Estate of ▇▇. ▇▇▇▇▇▇▇ ▇. Isner, et al, in the Superior Court of Suffolk County for the Commonwealth of Massachusetts, and (iv) any action, suit, proceeding, claim, arbitration or investigation initiated by or against the Company or any of its respective subsidiaries, directors and officers (in their capacity as such) relating to any matter whatsoever that is alleged to have occurred (irrespective of when asserted) on or prior to the Effective Time; provided, and however, that Losses relating to any action, suit, proceeding or claim initiated by a Company Stockholder listed on Schedule 7.2(a) against Parent or the Company, or any of their respective subsidiaries, directors or officers (in their capacity as such) relating to this Agreement, the Merger, the other transactions contemplated herein or actions taken by the Company in contemplation of the Merger (including any such latter execution action, suit, proceeding or claim relating to the perfection of appraisal rights under Section 262 of the Delaware General Corporation Law) (each, a “Transaction Proceeding”) shall not affect be subject to indemnification from the binding nature Escrow Fund by reason of this Agreement subsection (iv). Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Merger Consideration (as defined in Section 1.6(j)) in an amount equal to the entire Losses. Except for liability of the date hereof among Company for fraud or willful breach of a covenant, this Section 7.2 and the signatories heretorights and restrictions set forth herein shall be the exclusive and sole remedy of Parent in connection with this Agreement, the Merger and the transactions contemplated herein. Nothing However, nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's ’s Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "“Threshold Amount") ”), have been delivered to the Escrow Agent as provided in paragraph (de); in such case, Parent may recover from the Escrow Fund the total of its Losses, excluding the first $100,000 (the “Deductible”), except for Losses relating to breaches of representations and warranties contained in Section 2.2 (Company Capital Structure) belowor Section 2.8 (Tax and Other Returns and Reports), in which case C1 shall not be entitled subject to recover all Losses in excess of the Deductible or the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for the indemnity provided for in Section ----------- ------- 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO approval of this Agreement --- and the VEO Merger by the Company's Board of Directors and the Company Shareholders, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Shareholder, will be deposited with U.S. Bank Trust, N.A. Trust (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Company Shareholders) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). -------------- By virtue of the approval of this Agreement and the Merger by the Company Board of Directors and the Company Shareholders, the Company Shareholders jointly agree to indemnify and hold Parent and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement, or (iii) any violation of California securities laws with respect to the Company's employee stock or stock option plan; provided, however, that, except -------- ------- as set forth in Section 7.4, the aggregate amount for which the Company ----------- Shareholders are required to indemnify the Indemnified Parties shall not exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and its affiliates for any such Losses. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not closeclose for reasons other than Parent's breach of its obligations hereunder. C1 Parent may not receive any shares from the Escrow Fund unless and until an Officer's Certificates Certificate (as defined in paragraph (d)(id) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have Losses has been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof this Article 8 and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO ShareholdersShareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersShareholder, will be deposited with U.S. Bank TrustJ.▇. ▇▇▇▇▇▇ Trust Company, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Shareholder Representative) as Escrow Agent (the "“Escrow Agent"”), such deposit to constitute an escrow fund (the "“Escrow Fund"”) to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Timehereof, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein The portion of the Escrow Amount contributed on behalf of each Shareholder shall limit be as provided under Section 2.04. The Shareholders shall indemnify and hold Parent and its officers, directors and affiliates (the liability “Indemnified Parties”) harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of C1investigation (hereinafter individually a “Loss” and collectively “Losses”) incurred by Parent, VEO its officers, directors, or affiliates (including the Principal Shareholders for Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, (ii) any representation, warranty, failure by the Company to perform or comply with any covenant contained in this Agreement if Agreement, or (iii) any action, suit or proceeding which is pending or threatened against the Merger does not closeCompany as of the Effective Time. C1 No Shareholder shall have any right to contribution from the Company for any claim made by Parent after the Effective Time. Notwithstanding anything in the preceding language to the contrary, the Parent may not receive any shares distribution from the Escrow Fund in respect of any Loss subject to indemnification pursuant to this Article 8 unless the amount of any such Loss equals or exceeds $25,000 and until Officer's Certificates (as defined in paragraph (d)(i) below) an Officers’ Certificate identifying Losses, which in excess of the aggregate exceed $100,000 1,000,000 (the "Threshold “Basket Amount") ”), have been delivered to the Escrow Agent as provided in paragraph (de) below, below in which case C1 Parent shall be entitled to recover all Losses in excess of including the Threshold Basket Amount; provided, however, with respect that any Loss resulting from the inaccuracy or breach of Section 2.03(c), 4.05 or 6.20 hereof shall be recoverable from the first dollar and not subject to (i) Third Party Expenses the Basket Amount nor shall it be included in excess calculating whether the Basket Amount has otherwise been exceeded; and provided, further, that any claim resulting from the inaccuracy or breach of Section 4.26 shall be reduced to the extent that such inaccuracy or breach actually reduces any Tax otherwise payable by Parent, the Company, or any Subsidiary of the $125,000 and, Company in respect of any taxable year (iior portion thereof) any amounts required ending on or prior to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityExpiration Date.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else hereinThe amount of any Losses shall be net of (a) any amount for which reimbursement is received by Parent or the Surviving Corporation pursuant to insurance policies or (b) any Tax benefit (or decrese in Tax liabilities) attributable to such Losses. Parent and the Company each acknowledge that such Losses, the Escrow Agent may execute this Agreement following the date hereof and prior if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 250,000, have been delivered to the Escrow Agent as provided in paragraph (d) belowe); in such case, in which case C1 shall be entitled to Parent may recover all from the Escrow Fund the total of its Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality250,000.

Escrow Fund. As security for of the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) 400,000 shares of Parent Common Stock (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to Time) (the "Escrow Amount") without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable Within ten (10) days after the Effective TimeClosing Date, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled to receive under Section 1.7. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), (ii) any failure by the Company to perform or comply with any covenant contained herein, including but not limited to Section 2.23 of this Agreement, (iii) any Taxes owing by the Escrow Agent Company or any Subsidiary, whether before or after the Closing, as a result of the activities of the Company or the Subsidiary prior to the Closing, (iv) any claim by any holder of Company Capital Stock that it did not receive the portion of the Merger Consideration to which it was entitled, (v) the Company's ownership of QBI or the operation or conduct of QBI's business, (vi) any unpaid Third Party Expenses of the Company, (vii) any claim by any person employed by the Company prior to the Effective Time arising out of the relationship of employment, the termination of employment, or any matter arising out of the person's relationship with the Company or the transactions contemplated by this Agreement, other than any rights the person may execute this Agreement following have (A) to receive a portion of the date hereof and Merger Consideration as a holder of any Company Capital Stock or an Assumed Option, (B) to receive the distribution of such person's vested interest in the Avid Corporation Savings Retirement Plan, or (C) to receive the portion of the Severance Payments to which the person may be entitled, or (vii) any liability or obligation of any type, whether accrued, absolute, contingent, matured, unmatured or other, incurred by the Company or arising out of or relating to the operation of the Company's business at or prior to the Effective Time, excluding (A) all liabilities and obligations that are specified in the Company Schedules and both (1) first become due and payable after the Closing and (2) for which the goods, services or other consideration to be received by the Company in connection therewith are to be provided to the Company after the Closing, and (B) the Lead Compound Expenses (such latter execution shall not affect excluded liabilities and obligations, the binding nature of this Agreement as of "Assumed Liabilities"). Parent and the date hereof among Company each acknowledge that such Losses, if any, would relate to the signatories heretounresolved contingencies existing at the Effective Time, which, if resolved at the Effective Time would have led to a reduction in the aggregate Merger consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any such breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company Securityholders ----------- will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus increased by any additional shares as may be issued with respect to the Escrow Amount upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholders. As soon as practicable after Company Securityholder, to be maintained for the Effective Time, benefit of the Escrow Amount, without any act Company Securityholders and to secure the representations and warranties of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent")Company hereunder, such deposit to constitute an escrow fund (the "Escrow Fund") to be ----------- governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else The Escrow Fund shall be available to compensate, reimburse, defend, indemnify and hold harmless the Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses and expenses of investigation and defense incurred by Parent, its officers, directors or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any material inaccuracy or breach of a representation or warranty of the Company contained herein and not waived by the Parent, or in any certificate, instrument, schedule or document delivered by the Company in connection with this Agreement or the Merger, (ii) any material failure by the Company to perform or comply with any covenant contained herein, (iii) for any untrue statement of a material fact or omission to state any material fact necessary in order to make the Escrow Agent may execute statements, in the light of the circumstances under which made, not misleading in any documents mailed, delivered or otherwise furnished to the Company Securityholders in connection with soliciting their consent to this Agreement following and the Merger, to the extent prepared by the Company or (iv) any payment made to Information Builders, Inc. after the date hereof and prior with respect to the Effective TimeDecember 31, 1997 termination of its license agreement with Company (hereinafter individually a "Loss" and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories heretocollectively ---- "Losses"). Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund ------ unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 50,000, have been delivered to the Escrow Agent as provided in paragraph (d) belowand either there is no objection thereto or any objection has been resolved in favor of the Parent in accordance with the provisions of this Article VIII; in such case, Parent may recover from the Escrow Fund any Losses so identified in which case C1 accordance with the provisions of this Section 8.2. The Escrow Fund shall be entitled the sole source of damages to recover all Losses in excess of the Threshold Amount; provided, however, with respect Parent arising from any claim hereunder (other than for damages due to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityfraud or willful misrepresentation).

Escrow Fund. As security (a) There is hereby established a special fund, to be held by the Escrow Bank for the indemnity provided for benefit of the owners of the Bonds, to be known as the “Escrow Fund.” Upon the issuance of the 2024 Bonds, there shall be deposited into the Escrow Fund an amount equal to $ , derived from the proceeds of the 2024A Bonds and an amount equal to $ , derived from the proceeds of the 2024B Bonds. (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in Section 7.2 hereof the securities set forth in Exhibit A attached hereto and by virtue of this Agreement reference incorporated herein (the “Escrowed Federal Securities”) and shall hold the Merger Agreementremaining $ in cash, VEO uninvested. The Escrowed Federal Securities and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will such cash shall be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed held by the terms Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. Notwithstanding anything else hereinIf the Escrow Bank learns that the Department of the Treasury or the Bureau of Fiscal Service will not, for any reason, accept a subscription for U.S. Treasury Securities—State and Local Government Series, the Escrow Agent Bank shall promptly request alternative written investment instructions from the Successor Agency with respect to escrowed funds which were to be invested in the Escrowed Federal Securities. The Escrow Bank shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Bank shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Successor Agency. In the absence of investment instructions from the Successor Agency the Escrow Bank shall not be responsible for the investment of such funds or interest thereon. The Escrow Bank may execute this Agreement following conclusively rely upon the date hereof Successor Agency’s selection of an alternative investment as a determination of the alternative investment's legality and prior suitability and shall not be liable for any losses related to the Effective Timealternative investments or for compliance with any yield restriction applicable thereto. (c) The Escrow Bank may rely upon the conclusion of , and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if its opinion and accompanying schedules (the Merger does not close. C1 may not receive any shares from “Report”) dated December , 2024, that the maturing Escrowed Federal Securities, the investment earning thereon and the cash on deposit in the Escrow Fund unless will be sufficient to redeem the 2014 Bonds in full on the Redemption Date at the Redemption Price. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) Any money left on deposit in the Escrow Fund after payment in full of the 2014 Bonds, and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess the payment of $100,000 (the "Threshold Amount") have been delivered all amounts due to the Escrow Agent as provided in paragraph (d) belowBank hereunder, in which case C1 shall be entitled transferred to recover all Losses the 2024 Trustee for deposit in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of Revenue Fund maintained by the $125,000 and, (ii) any amounts required to be paid by C1 2024 Trustee pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality2024 Indenture.

Escrow Fund. As security for At the indemnity provided for Effective Time, the holders of Consideration Common, to the extent set forth in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement1.10, VEO and the VEO Shareholders shares will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent")by Parent, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein (and in the Escrow Agreement) and at Parent's cost and expense. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, agents, employees, stockholders or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein (as modified by the Company Disclosure Schedule) and (ii) any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else herein, Any shares remaining in the Escrow Agent may execute this Agreement following Fund after the date hereof and prior final determination of any unsatisfied Losses existing at the end of the Escrow Period shall be returned to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories heretoholders. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(iSection 7.2(d) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") Losses have been delivered to the Escrow Agent as provided in paragraph (d) belowSection 7.2(e), in which case C1 shall be entitled to recover and all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders other procedures in this Agreement Article VII shall be read without reference to materialityhave been followed.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) ), as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at Parent's cost and expense. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained herein. Notwithstanding anything else hereinParent and the Company each acknowledge that such Losses, the Escrow Agent may execute this Agreement following the date hereof and prior if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a reduction in the date hereof among the signatories heretoaggregate Merger Consideration. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Other than as provided in Section 5.16, the Company stockholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or its affiliates after the Effective Time. Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates Escrow Claim Certificate (as defined in paragraph (d)(id) below) identifying Losses, in excess the aggregate amount of which exceed $100,000 (the "Threshold Amount") 100,000, have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amounte); provided, however, no claim for Losses with respect to (i) Third Party Expenses a single breach or failure to comply or perform in excess of an amount less than $15,000 shall be delivered by Parent to the $125,000 and, (ii) any amounts required to be paid Escrow Agent or otherwise claimed by C1 pursuant to Section 5.18, Parent. Once the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims aggregate amount of Losses claimed by Parent against the Escrow Amount. For purposes of as to which there are no unresolved objections under Section 7.2(e) exceeds $100,000, Parent may recover from the Escrow Fund, Fund the representations and warranties total of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialitysuch Losses.

Escrow Fund. As partial security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Stockholders will be deemed to have received and deposited with the Escrow Agent the Escrow Amount without any act of any Stockholder. The Escrow Fund shall be available to compensate the Indemnified Parties, or any of them, for any claims by such Indemnified Parties for any Losses suffered or incurred by them; provided, however, that if the Escrow Period (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock splithas terminated, stock dividend or recapitalization effected by C1 after the Effective Time and a claim for Losses is made with respect to fraud, the Escrow Amount) without any act of VEO or any VEO Shareholdersclaim shall be made directly against the Stockholders. As soon as practicable Within three days after the Effective TimeClosing, the Escrow Amount, without any act of any VEO Shareholdersthe Stockholders, will be deposited with U.S. Bank Trustthe Escrow Agent hereunder, N.A. (or other another institution acceptable to C1 Parent and the Securityholder Agent Stockholder Representative (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"7.4 hereof), such deposit of the Escrow Amount to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective TimeClosing, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach or inaccuracy of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 Parent may not receive any shares proceeds from the Escrow Fund unless and until one or more Officer's Certificates (as defined in paragraph (d)(iSection 7.3(d) belowhereof) identifying Losses, Losses in excess of $100,000 1,000,000 in the aggregate (the "Threshold Basket Amount") has or -40- 45 have been delivered to the Escrow Agent as provided in paragraph (dSection 7.3(d) belowhereof, in which case C1 Parent shall be entitled to recover all Losses so identified in excess of the Threshold Basket Amount; provided. Notwithstanding the foregoing, howeverParent shall be entitled to receive payments out of the Escrow Fund for, and the Basket Amount shall not apply as a threshold to, any and all claims or payments made with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality750,000.

Escrow Fund. As security for the indemnity provided for in this Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders Company Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersCompany Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank Trust, N.A. Trust (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)Company Stockholders) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Stockholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Company and the Company Stockholders jointly agree to indemnify and hold Parent and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, or (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement; provided, however, that, except as set forth in Section 7.4, the aggregate amount for which the Company Stockholders are required to indemnify the Indemnified Parties shall not exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and its affiliates for any such Losses. The Company Stockholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not closeclose for reasons other than Parent's breach of its obligations hereunder; but the Company Stockholders shall not be personally liable therefor. C1 Parent may not receive any shares from the Escrow Fund unless and until an Officer's Certificates Certificate (as defined in paragraph (d)(id) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have Losses has been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersshareholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each shareholder of the date hereof and prior Company shall be in proportion to the Effective Timeaggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a) and shall be comprised of shares of Parent Common Stock which have vested in such shareholder to the maximum extent possible. No portion of the Escrow Amount shall be contributed in respect of any Company Options or Warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and such latter execution shall not affect expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the binding nature Surviving Corporation) directly or indirectly as a result of this Agreement as any inaccuracy or breach of a representation or warranty of the date hereof among Company contained in Article II herein (as modified by the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warrantyCompany Schedules), or any failure by the Company to perform or comply with any covenant contained in this Agreement if the Merger does not close. C1 herein; provided, however, that Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined such Losses exceed in paragraph (d)(i) below) identifying Losses, in excess of the aggregate $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below350,000, in which case C1 event Parent shall be entitled receive shares equal in value to recover all Losses the full amount of such Losses. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in excess the aggregate Merger Consideration. Nothing herein shall limit the liability of the Threshold Amount; providedCompany for any breach of any representation, however, with respect to (i) Third Party Expenses in excess of warranty or covenant if the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall Merger does not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materialityclose.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO Shareholdersstockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholdersstockholder, will be deposited with U.S. Bank Trust, N.A. (or other an institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else herein, The portion of the Escrow Agent may execute this Agreement following Amount contributed on behalf of each stockholder of the date hereof Company shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Sections 1.6(a), (b) and prior (c). No portion of the Escrow Amount shall be contributed in respect of any Company Options or warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, reasonable costs and expenses, including reasonable attorneys' fees and expenses, and reasonable expenses of investigation and defense incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with any covenant contained in Sections 4.1(a) to 4.1(w) or the first clause of Section 4.1(x) herein (hereinafter individually a "LOSS" and collectively "LOSSES"); provided, however, that the Escrow Fund shall only be available to compensate Parent, its officers, directors or affiliates to extent that the aggregate amount of Losses is in excess of $150,000, in which event the full amount of the Escrow Fund shall be available to so compensate Parent for any Losses. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution which if resolved at the Effective Time would have led to a reduction in the aggregate Merger consideration. The Escrow Fund shall not affect be the binding nature sole source of this Agreement as of the date hereof among the signatories heretodamages to Parent arising from any claim hereunder (other than for damages due to fraud or willful misrepresentation). Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders Company for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by By virtue of this Agreement and as security for the Merger Agreementindemnity obligations provided for in SECTION 7.2(A) hereof, VEO and at the VEO Shareholders Closing, Seller will be deemed to have received and deposited with the Escrow Agent an amount in cash equal to $5,800,000 (such amount, the "ESCROW AMOUNT") without any act of Seller. The Escrow Amount shall be available to compensate the Buyer Indemnified Parties, or any of them, for any claims by any such party for any Losses suffered or incurred by it and for which it is entitled to recovery under this ARTICLE VII; provided, however, that notwithstanding anything to the contrary contained herein, in no event shall any Indemnified Party's right to or claim of indemnification hereunder be limited by the Escrow Amount or shall the Escrow Fund (as defined below) be such Indemnified Party's only recourse for any such claim for indemnification hereunder. Prior to making any indemnification claim against Seller directly, a Buyer Indemnified Party shall first make a claim against the Escrow Amount (as defined belowFund to the extent that the amounts in the Escrow Fund are sufficient to satisfy all Losses reflected in Officers' Certificate(s) (plus any additional shares as in full; provided, however, that a Buyer Indemnified Party may be issued upon any stock splitmake an indemnification claim against Seller directly without having to first make a claim against the Escrow Fund to the extent that all Losses identified in Officers' Certificates relating to SECTION 7.2(A)(VI), stock dividend or recapitalization effected by C1 for a Net Working Capital Shortfall, exceed $250,000. Promptly after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective TimeClosing, the Escrow Amount, without any act of any VEO ShareholdersSeller, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit of the Escrow Amount to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Notwithstanding anything else herein, the The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective TimeClosing, and such latter execution later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof among between the other signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.

Escrow Fund. As security for At the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and Effective Time, the Merger Agreement, VEO and the VEO Shareholders Principal Stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 Parent after the Effective Time with respect to the Escrow AmountTime) without any act of VEO or any VEO ShareholdersPrincipal Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO ShareholdersCompany Stockholder, will be deposited with U.S. Bank Trust, N.A. National Association (or other institution acceptable to C1 Parent and the Securityholder Agent (as defined in Section 7.4(g7.2(g) below)) ), as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth hereinherein and at Parent's cost and expense. Notwithstanding anything else hereinSubject to the provisions of this Section 7.2, the Escrow Agent may execute this Agreement following Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the date hereof Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company and prior the Principal Stockholders (as modified by the Company Schedules) or any failure by the Company to perform or comply with any covenant contained herein. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, and such latter execution shall not affect which if resolved at the binding nature of this Agreement as of Effective Time would have led to a change in the date hereof among the signatories heretoExchange Ratio. Nothing herein shall limit the liability of C1the Company, VEO or the Principal Shareholders Stockholders or Parent for any breach of any representation, warranty, warranty or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.