Common use of Escrow Fund Clause in Contracts

Escrow Fund. (a) Within five (5) days of the final determination of the Total NDI Value, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a1) Within five (5) days As soon as practicable after the Effective Time, a portion of the final determination shares of AmeriNet's Common Stock to be issued in the Total NDI ValueMerger equal to the Escrow Number [as defined in paragraph 1.6(B)(7)(iv)] (plus any additional New Shares [as defined below] as may be issued in respect thereof after the Closing; collectively, the "Escrow Shares shall Shares"), without any act of any stockholder, will be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company registered in Milwaukee, Wisconsin, (or other institution selected the name of a person designated from time to time for such purpose by the Corporation with the reasonable consent of NDI) AmeriNet as escrow agent (the "Escrow Agent") and will be deposited with a financial institution acceptable to AmeriNet and the Agent [as defined in Section 7.2(H) below)], such deposit to constitute an escrow fund (the "Escrow Fund and Fund") to be governed by the terms set forth herein and at AmeriNet's sole cost and expense. (a) The portion of AmeriNet Common Stock in the Escrow Agreement. At Fund contributed on behalf of each stockholder of WRI is listed opposite such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. stockholders' name on Exhibit 7.2(A). (b) The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations AmeriNet and its affiliates for any claim, loss, expense, liability or other damage, including reasonable attorneys' fees that AmeriNet or any of its affiliates has incurred or reasonably anticipates incurring by reason of the NDI Principal Shareholders. In the event Corporation issues breach by WRI of any Additional Escrow Shares representation, warranty, covenant or agreement of WRI contained herein, (as defined in Section 10.1(b)collectively, below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow SharesLosses"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered but only to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to extent that such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this AgreementLosses exceed $30,000. (c) The AmeriNet and WRI 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 total number of shares of AmeriNet Common Stock that AmeriNet would have agreed to issue in connection with the Merger. (3) Nothing herein shall limit the liability of WRI for any breach of any representation, warranty or covenant if the Merger does not close. Resort to the Escrow Shares Fund shall be adjusted to reflect fully the effect exclusive contractual remedy of AmeriNet and its affiliates for any stock splitsuch breaches and misrepresentations if the Merger does close; provided, reverse stock splithowever, reorganization, recapitalization or that nothing herein shall limit any like change with respect to Corporation Common Stocknoncontractual remedy for fraud.

Escrow Fund. (a) Within five (5) days As sole security for the indemnity provided for in Section 9.2 of the final determination of the Total NDI Valuethis Agreement, the Escrow Shares (defined in Section 2.3 hereof) shall be registered in the names of the Indemnifying Holders but shall be deposited (together with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ assignments in blank executed by the Indemnifying Holders) with Chase Manhattan Trust Company in MilwaukeeCompany, Wisconsin, National Association (or other institution selected by the Corporation SAFLINK with the reasonable consent of NDIthe Holders' Representative) as escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund ("the Escrow Fund and Fund") to be governed by the terms set forth herein and in the an Escrow Agreement. At such timeAgreement among SAFLINK, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powersand the Indemnifying Holders (the "Escrow Agreement") substantially in the form attached hereto as Exhibit 7.1(i). Subject to the terms of Section 9.3(b) of this Agreement, duly endorsed SAFLINK's compliance with the terms hereof and the terms of the Escrow Agreement the SAFLINK Indemnitees shall be entitled to obtain indemnification from the Escrow Fund for all Indemnifiable Damages covered by the indemnity provided for in blank, relating Section 9.2 of this Agreement (it being understood that each Jotter Indemnitor's liability under this Agreement shall be limited to the Escrow SharesFund). The adoption and approval of this Agreement by Jotter's shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow, and the appointment of the Holders' Representative to act for and on behalf of all of the Indemnifying Holders, as the attorney-in-fact and agent of such persons, to give and receive notices and communications, to authorize delivery of any shares of SAFLINK Common Stock from the Escrow Fund in satisfaction of claims by SAFLINK Indemnitees, to object to such deliveries, to agree to, negotiate and enter into settlements and compromises of, and comply with orders and decrees with respect to such claims, and to take all actions necessary or appropriate in the judgment of such representative for the accomplishment of the foregoing. A decision, act, consent or instruction of the Holders' Representative shall constitute a decision of all of the Indemnifying Holders and shall be final, binding and conclusive upon each of the Indemnifying Holders. The Escrow Fund shall be available to compensate Agent, SAFLINK and Acquisition Corporation pursuant to the indemnification obligations may rely upon any decision, act, consent or instruction of the NDI Principal ShareholdersHolders' Representative as being the decision, act, consent or instruction of each and all of the Signing Holders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the The Escrow Agent and SAFLINK and Acquisition Corporation are hereby relieved from any liability to any person for any acts done by them in the same manner as the Escrow Shares and stock powers delivered within five (5) days accordance with such decision, act, consent or instruction of the final determination of the Total NDI ValueHolders' Representation. (b) Except for dividends paid in stock declared with respect to At any time until the earlier of the expiration of the Escrow Shares ("Additional Period or the termination of the Escrow Shares")Agreement as provided therein, which shall be treated if any SAFLINK Indemnitee makes a claim for Indemnifiable Damages and is entitled to indemnification pursuant to Section 10.1(a) 9.2 hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to Agent shall, upon compliance with the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited procedures set forth in the Escrow Agreement, release to SAFLINK (or other applicable SAFLINK Indemnitee) such amount from the Escrow Fund with respect which is equal in value to such NDI Principal Shareholder so long as such Indemnifiable Damages. Escrow Shares are held in escrowso released shall be valued at the closing price on the Closing Date of the SAFLINK Common Stock, and as reported by the Corporation will take all reasonable steps necessary to allow the exercise of such rightsNasdaq SmallCap Market. While Upon a distribution by the Escrow Shares remain in the Escrow Agent's possession Agent to SAFLINK (or other applicable SAFLINK Indemnitee) pursuant to this AgreementSection, the NDI Principal Shareholders will retain and Escrow Fund will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementcorrespondingly reduced. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. PNC Bank, National Association, or another Person selected by Acquiror, shall serve as the escrow agent in connection with the Merger (the “Escrow Agent”) pursuant to an Escrow Agreement in substantially the form attached hereto as Exhibit J (the “Escrow Agreement”), which will be entered into at the Closing. At the Closing, (a) Within five (5) days Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the final determination of Escrow Amount from the Total NDI Value, cash consideration otherwise payable to such Person at the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDIClosing pursuant to Section 1.3(b) as escrow agent (the "Escrow Agent"and Section 1.3(e)(i), such deposit to constitute the Escrow Fund and (b) Acquiror shall deposit, or cause to be governed by the terms set forth herein and in the Escrow Agreement. At such timedeposited, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powerssuch Escrow Amount into an account designated by the Escrow Agent in a written notice delivered to Acquiror at least two (2) Business Days prior to the Closing Date (the Escrow Amount in such account, duly endorsed in blanktogether with any dividends and income earned on thereon, relating as may be reduced from time to time, the “Escrow Fund”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Escrow SharesFund, on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of the Escrow Amount. The Escrow Fund shall be available to compensate Corporation pursuant the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in recovery under Section 10.1(b)2.4 and Article IX and, below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared solely with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect each Indemnified Party’s Pro Rata Portion of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to Fund, recovery under such NDI Principal Shareholder so long as such Escrow Shares are held in escrowIndemnified Party’s Holder Support Agreement, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain shall be distributed in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with accordance the terms and conditions of this Agreement. (c) Agreement and the Escrow Agreement and, as applicable, the Holder Support Agreements. The Escrow Shares parties hereto agree that Acquiror shall be adjusted treated as the owner of the cash in the Escrow Fund for all Tax purposes until such funds are disbursed pursuant to reflect fully this Agreement and the effect Escrow Agreement and that all interest on or other taxable income, if any, earned from the investment of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect such cash in the Escrow Fund pursuant to Corporation Common Stockthe Escrow Agreement shall be treated for Tax purposes as reportable income of Acquiror.

Escrow Fund. (a) Within five (5) days As soon as practicable after the Closing, that number of the final determination of the Total NDI Value, Exchangeable Shares comprising the Escrow Shares shall Amount will be deposited by the Surviving Corporation, without any act of any Holder in Escrow, with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank of Montreal Trust Company in Milwaukee, Wisconsin, (or other another institution selected by acceptable to BackWeb Parent and the Corporation with the reasonable consent of NDIAgent (as defined in Section 7.2(f) below)) as escrow agent Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund and Fund") to be governed by the terms set forth herein herein. The Escrow Amount contributed on behalf of any Holder in Escrow shall be a fraction of the total Escrow Amount equal to such Holder's Proportional Escrow Amount, and in shall be deducted from the portion of the Amalgamation Consideration to which such holder of Lanacom Common Shares would otherwise be entitled to receive pursuant to Section 1.5. A list of the respective Escrow Agreement. At such time, each NDI Principal Shareholder also Amounts contributed by the Holders shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating be provided to the Escrow SharesAgent. The Escrow Amount deposited in the Escrow Fund shall be available used effectively to compensate Corporation reduce the Amalgamation Consideration in the event of (y) a reduction required pursuant to Section 1.7 of this Agreement and (z) any claim, loss, expense, liability or other damage, including reasonable attorneys' fees, to the indemnification obligations extent of the NDI Principal Shareholdersamount of such claim, loss, expense, liability or other damage (collectively with any amounts payable pursuant to Section 1.7, the "Losses") that BackWeb Parent or any of its affiliates have incurred by reason of the breach by Lanacom of any representation, warranty, covenant or agreement of Lanacom contained in this Agreement. BackWeb Parent, Lanacom and the Agent each acknowledge that such Losses, if any, shall be deemed to relate to unresolved contingencies existing at the Closing Date which, if resolved at the Closing Date, would have led to a reduction in the Amalgamation Consideration. Nothing herein shall limit the liability of Lanacom, the Founder or any holder of Lanacom Common Shares for any breach of any covenant, or any willful breach of any representation or warranty, if the Amalgamation does not close. In addition, notwithstanding the event foregoing, the Surviving Corporation issues shall not be entitled to receive any Additional Escrow Shares Amounts from the Escrow Fund unless and until Officer's Certificates (as defined in Section 10.1(b)paragraph (d) below) identifying Losses, below)the aggregate amount of which exceed an aggregate US_______ deductible amount, such shares and blank stock powers therefor will be have been delivered to the Escrow Agent as provided in the same manner as paragraph (d); in such case the Escrow Shares Agent shall deliver to the Surviving Corporation for cancellation for no consideration, and stock powers delivered within five (5) days in full satisfaction of the final determination aggregate claims of BackWeb Parent (or its affiliates) the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow number of Exchangeable Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited remaining in the Escrow Fund with respect having an aggregate value (based on the value of the Exchangeable Shares on the Closing Date of US_____ per share) equal to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and one-third of the Corporation will take all reasonable steps necessary to allow the exercise aggregate amount of such rights. While Losses (reflecting the Escrow Shares remain in parties' agreement that one-third of the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents risk of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares such event shall be adjusted to reflect fully borne by the effect shareholders of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common StockLanacom and two-thirds of the risk shall be borne by BackWeb Parent) minus the one time aggregate deductible amount of US_______.

Escrow Fund. ‌‌ Section 2.01. Escrow Agent shall establish a special escrow fund designated as the “GE Government Finance, Inc. Escrow Fund” (a) Within five (5) days the “Escrow Fund”), shall keep such Escrow Fund separate and apart from all other funds and moneys held by it and shall administer such Escrow Fund as provided in this Agreement. Section 2.02. All moneys paid to Escrow Agent by Lender pursuant to Section 1.02 of this Agreement shall be credited to the Escrow Fund. Escrow Agent shall use the moneys in the Escrow Fund to pay the Project Costs, upon receipt with respect thereto of a Payment Request Form attached hereto as Exhibit A, executed by Lender and Borrower, fully completed and with all supporting documents described therein attached thereto. Upon receipt of a Payment Request Form, Escrow Agent shall disburse proceeds from the Escrow Fund in such amounts and to such parties as directed therein. Borrower shall submit Payment Request Forms only for portions of the final determination Project that are functionally complete and operationally independent. Section 2.03. On [March] 1, 2013, Escrow Agent shall pay to Lender an amount equal to the entire remaining balance on deposit in the Escrow Fund, which amount shall be applied to any prepayment premium determined pursuant to the terms of the Total NDI ValueLoan Agreement and the Bond, the Escrow Shares Loan Payments and any other amounts due under the Loan Agreement, all as determined by Lender. Upon payment as described in the preceding sentence, Lender shall prepare a revised Exhibit A to the Loan Agreement (which shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by effective without the Corporation with the reasonable consent of NDIBorrower or Issuer) as escrow agent (reflecting such payment. Section 2.04. Upon receipt of written notice from Lender or Borrower that an Event of Default has occurred under the "Loan Agreement or that Borrower has determined not to complete the Project, Escrow Agent"), such deposit to constitute Agent shall liquidate all investments held in the Escrow Fund and to be governed by transfer the terms set forth herein proceeds thereof and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or all other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited moneys held in the Escrow Fund with respect to such NDI Principal Shareholder so long Lender to be applied to any prepayment premium determined pursuant to the terms of the Loan Agreement, the Loan Payments and any other amounts due under the Loan Agreement, all as such determined by Lender. Section 2.05. Escrow Shares are Agent shall only be responsible for the safekeeping and investment of the moneys held in escrowthe Escrow Fund, and the Corporation will take all reasonable steps necessary to allow disbursement thereof in accordance with this Article, and shall not be responsible for the exercise authenticity or accuracy of such rights. While certifications or documents, the application of amounts paid pursuant to such certifications by the persons or entities to which they are paid, or the sufficiency of the moneys credited to the Escrow Shares remain in Fund to make the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementpayments herein required. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days of Section 2.01. The Escrow Agent shall establish a special escrow fund designated as the final determination of the Total NDI Value“Loudoun County Public Schools 2015 Escrow Fund”, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), keep such deposit to constitute the Escrow Fund separate and to be governed apart from all other funds and moneys held by the terms set forth herein it and shall administer such Escrow Fund as provided in the this Escrow Agreement. Section 2.02. At such time, each NDI Principal Shareholder also shall deposit All moneys deposited with the Escrow Agent blank stock powers, duly endorsed in blank, relating by Lessor pursuant to Section 1.03 of the Escrow Agreement shall be credited to the Escrow SharesFund. The Escrow Fund Agent shall be available to compensate Corporation pursuant to use the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited moneys in the Escrow Fund to pay the price of each item of Equipment subject to the Lease, upon receipt with respect thereto of a Requisition Form attached to the Lease as Exhibit D (a copy of which is attached hereto), executed by Lessor and Lessee, fully completed. Upon receipt of a Requisition Form with respect to such NDI Principal Shareholder so long any item of Equipment, an amount equal to the price as shown therein shall be paid directly to the person or entity entitled to payment as specified therein or paid to Lessee, if Lessee has paid for the Equipment. Section 2.03. On July 24, 2018 (as such date may be amended from time to time pursuant to Section 7.08 hereof, the “Escrow Shares are Date”) the Escrow Agent shall pay to Lessor an amount equal to the entire remaining balance on deposit in the Escrow Fund including interest earnings contained therein, if any, less the amount equal to the contract price of all items of Equipment for which Escrow Agent has received a fully and properly completed Requisition Form in the form provided in Exhibit D and which has not been paid. The amount paid to Lessor, pursuant to this Section, shall be applied to the Lease Payments and any other amounts due under the Lease, all as determined by Lessor. Upon payment as described in the preceding sentence, Lessor shall prepare a revised amortization schedule (which shall be effective only upon the consent of Lessee) reflecting such payment. Section 2.04. Upon receipt of written notice from Lessor that an Event of Default has occurred and is continuing, the Escrow Agent shall transfer all other moneys held in escrowthe Escrow Fund to Lessor, provided the Escrow Agent gives 10 days advance notice thereof to Lessee. Section 2.05. The Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Escrow Fund, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain disbursement thereof in the Escrow Agent's possession pursuant to accordance with this Agreement, and shall not be responsible for the NDI Principal Shareholders will retain and will be able authenticity or accuracy of such certifications or documents, the application of amounts paid pursuant to exercise all other incidents such certifications by the persons or entities to which they are paid, or the sufficiency of ownership of said the moneys credited to the Escrow Shares which are not inconsistent with Fund to make the terms and conditions of this Agreementpayments herein required. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days Section 2.01. The Escrow Agent shall establish a special escrow fund designated as the “Loudoun County Public Schools 2011 Escrow Fund”, shall keep such Escrow Fund separate and apart from all other funds and moneys held by it and shall administer such Escrow Fund as provided in this Escrow Agreement. Section 2.02. All moneys deposited with the Escrow Agent by Lessor pursuant to Section 1.03 of the final determination of the Total NDI Value, Escrow Agreement shall be credited to the Escrow Shares Fund. The Escrow Agent shall be deposited use the moneys in the Escrow Fund to pay the price of each item of Equipment subject to the Lease, upon receipt with ▇▇respect thereto of a Requisition Form attached to the Lease as Exhibit D, executed by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukeeand Lessee, Wisconsinfully completed.. Upon receipt of a Requisition Form with respect to any item of Equipment, an amount equal to the price as shown therein shall be paid directly to the person or entity entitled to payment as specified therein. Section 2.03. On XXX (or other institution selected by as such date may be amended from time to time pursuant to Section 7.08 hereof, the Corporation with the reasonable consent of NDI“Escrow Date”) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating shall pay to Lessor an amount equal to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders entire remaining balance on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited deposit in the Escrow Fund with respect including interest earnings contained therein, if any, less the amount equal to the contract price of all items of Equipment for which Escrow Agent has received a fully and properly completed Requisition Form in the form provided in Exhibit D and which has not been paid. The amount paid to Lessor, pursuant to this Section, shall be applied to the Lease Payments and any other amounts due under the Lease, all as determined by Lessor. Upon payment as described in the preceding sentence, Lessor shall prepare a revised amortization schedule (which shall be effective only upon the consent of Lessee) reflecting such NDI Principal Shareholder so long as such payment. Section 2.04. Upon receipt of written notice from Lessor that an Event of Default has occurred and is continuing, the Escrow Shares are Agent shall transfer all other moneys held in escrowthe Escrow Fund to Lessor, provided the Escrow Agent gives 10 days advance notice thereof to Lessee. Section 2.05. The Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Escrow Fund, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain disbursement thereof in the Escrow Agent's possession pursuant to accordance with this Agreement, and shall not be responsible for the NDI Principal Shareholders will retain and will be able authenticity or accuracy of such certifications or documents, the application of amounts paid pursuant to exercise all other incidents such certifications by the persons or entities to which they are paid, or the sufficiency of ownership of said the moneys credited to the Escrow Shares which are not inconsistent with Fund to make the terms and conditions of this Agreementpayments herein required. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days As soon as practicable after the Closing, that number of the final determination of the Total NDI Value, Exchangeable Shares comprising the Escrow Shares shall Amount will be deposited by the Surviving Corporation, without any act of any Holder in Escrow, with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank of Montreal Trust Company in Milwaukee, Wisconsin, (or other another institution selected by acceptable to BackWeb Parent and the Corporation with the reasonable consent of NDIAgent (as defined in Section 7.2(f) below)) as escrow agent Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund and Fund") to be governed by the terms set forth herein herein. The Escrow Amount contributed on behalf of any Holder in Escrow shall be a fraction of the total Escrow Amount equal to such Holder's Proportional Escrow Amount, and in shall be deducted from the portion of the Amalgamation Consideration to which such holder of Lanacom Common Shares would otherwise be entitled to receive pursuant to Section 1.5. A list of the respective Escrow Agreement. At such time, each NDI Principal Shareholder also Amounts contributed by the Holders shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating be provided to the Escrow SharesAgent. The Escrow Amount deposited in the Escrow Fund shall be available used effectively to compensate Corporation reduce the Amalgamation Consideration in the event of (y) a reduction required pursuant to Section 1.7 of this Agreement and (z) any claim, loss, expense, liability or other damage, including reasonable attorneys' fees, to the indemnification obligations extent of the NDI Principal Shareholdersamount of such claim, loss, expense, liability or other damage (collectively with any amounts payable pursuant to Section 1.7, the "Losses") that BackWeb Parent or any of its affiliates have incurred by reason of the breach by Lanacom of any representation, warranty, covenant or agreement of Lanacom contained in this Agreement. BackWeb Parent, Lanacom and the Agent each acknowledge that such Losses, if any, shall be deemed to relate to unresolved contingencies existing at the Closing Date which, if resolved at the Closing Date, would have led to a reduction in the Amalgamation Consideration. Nothing herein shall limit the liability of Lanacom, the Founder or any holder of Lanacom Common Shares for any breach of any covenant, or any willful breach of any representation or warranty, if the Amalgamation does not close. In addition, notwithstanding the event foregoing, the Surviving Corporation issues shall not be entitled to receive any Additional Escrow Shares Amounts from the Escrow Fund unless and until Officer's Certificates (as defined in Section 10.1(b)paragraph (d) below) identifying Losses, below)the aggregate amount of which exceed an aggregate US$50,000 deductible amount, such shares and blank stock powers therefor will be have been delivered to the Escrow Agent as provided in the same manner as paragraph (d); in such case the Escrow Shares Agent shall deliver to the Surviving Corporation for cancellation for no consideration, and stock powers delivered within five (5) days in full satisfaction of the final determination aggregate claims of BackWeb Parent (or its affiliates) the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow number of Exchangeable Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited remaining in the Escrow Fund with respect having an aggregate value (based on the value of the Exchangeable Shares on the Closing Date of US$0.50 per share) equal to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and one-third of the Corporation will take all reasonable steps necessary to allow the exercise aggregate amount of such rights. While Losses (reflecting the Escrow Shares remain in parties' agreement that one-third of the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents risk of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares such event shall be adjusted to reflect fully borne by the effect shareholders of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common StockLanacom and two-thirds of the risk shall be borne by BackWeb Parent) minus the one time aggregate deductible amount of US$50,000.

Escrow Fund. (a) Within five (5) days Section 2.01. The Escrow Agent shall establish a special escrow fund designated as the “Loudoun County Public Schools 2016 Escrow Fund”, shall keep such Escrow Fund separate and apart from all other funds and moneys held by it and shall administer such Escrow Fund as provided in this Escrow Agreement. Section 2.02. All moneys deposited with the Escrow Agent by Lessor pursuant to Section 1.03 of the final determination of the Total NDI Value, Escrow Agreement shall be credited to the Escrow Shares Fund. The Escrow Agent shall be deposited use the moneys in the Escrow Fund to pay the price of each item of Equipment subject to the Lease, upon receipt with ▇▇respect thereto of a Requisition Form attached to the Lease as Exhibit D (a copy of which is attached hereto), executed by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukeeand Lessee, Wisconsinfully completed. Upon receipt of a Requisition Form with respect to any item of Equipment, an amount equal to the price as shown therein shall be paid directly to the person or entity entitled to payment as specified therein or paid to Lessee, if Lessee has paid for the Equipment. Section 2.03. On August 5, 2019 (or other institution selected by as such date may be amended from time to time pursuant to Section 7.08 hereof, the Corporation with the reasonable consent of NDI“Escrow Date”) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating shall pay to Lessor an amount equal to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders entire remaining balance on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited deposit in the Escrow Fund with respect including interest earnings contained therein, if any, less the amount equal to the contract price of all items of Equipment for which Escrow Agent has received a fully and properly completed Requisition Form in the form provided in Exhibit D and which has not been paid. The amount paid to Lessor, pursuant to this Section, shall be applied to the Lease Payments and any other amounts due under the Lease, all as determined by Lessor. Upon payment as described in the preceding sentence, Lessor shall prepare a revised amortization schedule (which shall be effective only upon the consent of Lessee) reflecting such NDI Principal Shareholder so long as such payment. Section 2.04. Upon receipt of written notice from Lessor that an Event of Default has occurred and is continuing, the Escrow Shares are Agent shall transfer all other moneys held in escrowthe Escrow Fund to Lessor, provided the Escrow Agent gives 10 days advance notice thereof to Lessee. Section 2.05. The Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Escrow Fund, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain disbursement thereof in the Escrow Agent's possession pursuant to accordance with this Agreement, and shall not be responsible for the NDI Principal Shareholders will retain and will be able authenticity or accuracy of such certifications or documents, the application of amounts paid pursuant to exercise all other incidents such certifications by the persons or entities to which they are paid, or the sufficiency of ownership of said the moneys credited to the Escrow Shares which are not inconsistent with Fund to make the terms and conditions of this Agreementpayments herein required. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days Promptly after the Effective Time, Parent shall deposit with the Escrow Agent the Escrow Amount out of the final determination Cash Consideration otherwise deliverable to the Escrow Participants pursuant to Section 1.6 hereof and shall confirm such deposit with the Escrow Agent. Such deposit of the Total NDI Value, the Escrow Shares Amount shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as constitute an escrow agent fund (the "“Escrow Agent"), such deposit to constitute the Escrow Fund and Fund”) to be governed by the terms set forth herein and in herein. The cash comprising the Escrow Agreement. At such timeFund shall be deposited by Parent with respect to each Escrow Participant without any act by them, each NDI Principal Shareholder also shall deposit in accordance with their respective Pro Rata Portions of the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow SharesAmount. The Escrow Fund shall be security for the indemnity obligations provided for in Section 6.2 hereof. The Escrow Fund shall be subdivided into a $3,800,000 general escrow fund (the “General Escrow Fund”) and a $3,700,000 tax escrow fund (the “Tax Escrow Fund”). The General Escrow Fund shall be available to compensate Corporation the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VI. The Tax Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to indemnification pursuant to the indemnification obligations of the NDI Principal ShareholdersSection 6.2(f) hereof. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered that the Indemnified Parties have suffered or incurred Losses for which they are entitled to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated indemnification pursuant to Section 10.1(a6.2(f) hereof in excess of the Tax Escrow Fund, the Indemnified Parties shall be entitled to recover such excess losses from the General Escrow Fund; provided, however, for the avoidance of doubt, in the event that the Indemnified Parties have suffered any Losses for which they are entitled to indemnification pursuant to Sections 6.2(a) through (e) hereof, and cash dividendssuch Indemnified Parties shall have no right to proceed against the Tax Escrow Fund for such Losses, dividends payable in securities regardless of whether or other distributions of any kind made in respect of not the General Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basisFund has been exhausted. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited Interests in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stocknon-transferable.

Escrow Fund. (a) Within five (5) days of At the final determination of the Total NDI ValueEffective Time, the Escrow Shares VisionChina shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with cause the Escrow Agent blank stock powers, duly endorsed in blank, relating to distribute the Effective Time Escrow Amount to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to Participating DMG Shareholders in accordance with the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI ValueClosing Allocation Schedule. (b) Except On the first anniversary of the Closing Date (the “Escrow Release Date”), VisionChina shall cause the Escrow Agent to distribute any amounts contained in the Indemnity Escrow Fund at such time to the Participating DMG Shareholders in accordance with their respective pro rata interests in the Indemnity Escrow Fund, less, amounts that would be reasonably necessary to satisfy any then pending and unsatisfied or unresolved claims for dividends paid in stock declared with respect indemnification duly made by the Indemnified Persons hereunder and pursuant to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect Agreement prior to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this AgreementRelease Date. (c) The Amounts not distributed under Section 7.4(a) due to unsatisfied or unresolved claims after the Escrow Shares Release Date shall be adjusted remain in the Indemnity Escrow Fund until such claims have been resolved. As soon as all such claims have been resolved, VisionChina shall cause the Escrow Agent to reflect fully distribute any amounts remaining in the effect Indemnity Escrow Fund to the Participating DMG Shareholders in accordance with their respective pro rata interests in such remaining amounts. (d) If the Third Party Consent has been delivered by the Company to VisionChina before the Effective Time, VisionChina shall cause the Escrow Agent to distribute as promptly as practicable following the Effective Time any amounts contained in the Consent Escrow Fund to the Participating DMG Shareholders in accordance with their respective pro rata interests in the Consent Escrow Fund. If the Third Party Consent has not been delivered by the Company to VisionChina before the Effective Time, on the earlier of the Escrow Release Date or the date the Third Party Consent is delivered by the Company to VisionChina, VisionChina shall cause the Escrow Agent to promptly deliver any stock split, reverse stock split, reorganization, recapitalization or any like change amounts then remaining in the Consent Escrow Fund to the Participating DMG Shareholders in accordance with respect to Corporation Common Stocktheir respective pro rata interests in the Consent Escrow Fund.

Escrow Fund. To provide a fund against which an Acquiror Indemnified Party may assert claims of indemnification under this Article VIII (a) Within five (5) days of the final determination of the Total NDI Valuean “Acquiror Indemnification Claim”), the Escrow Shares Amount shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as into escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating pursuant to the Escrow SharesAgreement in accordance with Section 2.9(b). The Escrow Fund shall be available to compensate Corporation pursuant held and distributed in accordance with this Article VIII and the Escrow Agreement. Each Acquiror Indemnification Claim shall be made only in accordance with this Article VIII and the Escrow Agreement. An Acquiror Indemnified Party shall seek monetary recourse for Acquiror Indemnification Claims solely by offset against the Escrow Fund. Notwithstanding anything to the indemnification obligations contrary contained in this Agreement, none of the NDI Principal Shareholderslimitations set forth in this Article VIII shall apply to any action for specific performance, injunctive relief or other equitable remedy. In Acquiror, Sub and the event Corporation issues any Additional Escrow Shares Company agree for all tax purposes: (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to i) the optionholders’ portion of the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which Fund shall be treated as compensation paid by the Company to the optionholders if and to the extent any portion of the optionholders’ portion of the Escrow Fund is actually distributed to the optionholders, (ii) the right of the stockholders to the stockholders’ portion of the Escrow Fund shall be eligible to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (iii) Acquiror shall be treated as the owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to the Acquiror pursuant to Section 10.1(a468B(g) hereof, of the Code and cash dividends, dividends payable in securities or other distributions Proposed Treasury Regulation Section 1.468B-8; (iv) if and to the extent any amount of any kind made in respect the stockholders’ portion of the Escrow Shares will be delivered Fund is actually distributed to the NDI Principal Shareholders stockholders, interest may be imputed on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to such amount, as required by Section 483 or 1274 of the Escrow Shares deposited Code; and (v) in no event shall the total amount of the Escrow Fund with respect paid to such NDI Principal Shareholder so long the stockholders and optionholders under this Agreement exceed an amount to be designated by the Stockholder Representatives prior to the Closing. Clause (v) of the preceding sentence is intended to ensure that the right of the stockholders to the stockholders’ portion of the Escrow Fund is not treated as such Escrow Shares are held in escrow, a contingent payment without a stated maximum selling price under Section 453 of the Code and the Corporation will take Treasury Regulations promulgated thereunder. Acquiror, Sub and the Company shall file all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent Tax Returns consistently with the terms and conditions of this Agreementforegoing. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days Notwithstanding anything to the contrary in the other provisions of this ARTICLE 1, Acquirer shall withhold from the gross cash consideration otherwise payable to each Indemnifying Party in accordance with Section 1.1(a), such Indemnifying Party’s Consideration Portion of the final determination Adjustment Escrow Amount and such Indemnifying Party’s Pro Rata Share of the Total NDI ValueIndemnity Escrow Amount. At the Closing, Acquirer shall deposit (or cause to be deposited) the Adjustment Escrow Amount and the Indemnity Escrow Amount with the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in MilwaukeeAgent, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit pursuant to constitute the Escrow Fund and Agreement, to be governed held by the terms set forth herein Escrow Agent in accordance with and in subject to the provisions of this Agreement and the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit The Adjustment Escrow Amount plus any interest or earning paid thereon in accordance with the Escrow Agent blank stock powers, duly endorsed in blank, relating to Agreement (the "Adjustment Escrow Shares. The Escrow Fund Fund") shall be available to compensate Corporation Acquirer for any Aggregate Consideration Shortfall under Section 1.6, and shall be held and distributed in accordance with Section 1.6 and the Escrow Agreement. Subject to Section 9.2, the Indemnity Escrow Amount plus any interest or earnings paid thereon and less any distributions made therefrom in accordance with the Escrow Agreement (the "Indemnity Escrow Fund" and, together with the Adjustment Escrow Fund, the "Escrow Fund") shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined Indemnifying Parties under ARTICLE 9, and shall be held and distributed in accordance with Section 10.1(b), below), such shares 9.1 and blank stock powers therefor will be delivered to the Escrow Agent in Agreement. The adoption of this Agreement and the same manner as the Escrow Shares and stock powers delivered within five (5) days approval of the final determination Share Purchase by the Company Shareholders shall constitute, among other things, approval of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to Adjustment Escrow Amount and the Indemnity Escrow Shares ("Additional Amount, the withholding of the Adjustment Escrow Shares"), which Amount and the Indemnity Escrow Amount by Acquirer and the appointment of the Shareholders’ Agent. Acquirer shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect as the owner of the Escrow Shares will be delivered to Fund and for Tax purposes, shall report all income earned thereon (and accordingly, all interest on or other taxable income, if any, earned from the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited investment of such cash in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares Agreement shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stocktreated for U.S. and Israeli income tax purposes as earned by Acquirer).

Escrow Fund. (a) Within five At the Closing, 80,000 shares of fonix Common Stock (5the "Escrow Shares") days of shall be registered in the final determination of the Total NDI Valuename of, the Escrow Shares shall and be deposited with Durham, Evans, Jones & Pinegar, P.C. (▇▇ ▇the▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution tution selected by the Corporation fonix with the reasonable consent of NDIAcuVoice) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. Agreement attached hereto as Exhibit C. The Escrow Fund shall be available to compensate Corporation fonix pursuant to the indemnification obligations of the NDI Principal Shareholdersshareholders of AcuVoice as set forth in Section 8.2. In the event Corporation fonix issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be issued in the name of the Escrow Agent and delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of at the final determination of the Total NDI ValueClosing. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a8.l(a) hereof, and any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders shareholders of AcuVoice on a pro rata basis. Each NDI Principal Shareholder shareholder of AcuVoice will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder shareholder so long as such Escrow Shares are held in escrow, and the Corporation fonix will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders shareholders of AcuVoice will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days of At the final determination of Closing, Purchaser shall withhold the Total NDI ValueAdjustment Escrow Amount, the Indemnity Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in MilwaukeeAmount, Wisconsinthe Tax Escrow Amount, (or other institution selected by and the Corporation with Special Escrow Amount from the reasonable consent of NDIUpfront Stock Consideration issuable pursuant to Section 1.1(a) as escrow agent (the "aggregate amount of shares of Purchaser Common Stock so held by Purchaser from time to time, the “Adjustment Escrow Agent")Fund,” the “Indemnity Escrow Fund,” the “Tax Escrow Fund,” and the “Special Escrow Fund” respectively, and together, the “Escrow Fund”) and deposit such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and shares of Purchaser Common Stock in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit Account in accordance with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. Article I. The Adjustment Escrow Fund shall be available to compensate Corporation Purchaser (on behalf of itself or any other Indemnified Person) for any Upfront Consideration Shortfall determined pursuant to Section 1.6. The Indemnity Escrow Fund shall be available to compensate Purchaser (on behalf of itself or any other Indemnified Person) for any Upfront Consideration Shortfall determined pursuant to Section 1.6 and Indemnifiable Damages pursuant to this Article IX. The Tax Escrow Fund shall be available to compensate Purchaser (on behalf of itself or any other Indemnified Person) for any Indemnifiable Damages arising out of, resulting from or in connection with Section 9.2(a)(iv) for the indemnification obligations Tax Matter. The Special Escrow Fund shall be available to compensate Purchaser (on behalf of itself or any other Indemnified Person) for any Indemnifiable Damages arising out of, resulting from or in connection with the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI ValueSpecified Matters. (b) Except for dividends paid in stock declared with respect to Distributions from the Escrow Shares Account of the Indemnity Escrow Fund, the Tax Escrow Fund, and the Special Escrow Fund shall only be made pursuant to, ("Additional Escrow Shares"i) Section 9.4(c), which shall be treated pursuant to (ii) Section 10.1(a9.3(e)(i), (iii) hereofa joint agreement executed by each of Purchaser and the Seller Agent or (iv) a final, non- appealable award or order of a court of competent jurisdiction in compliance with Section 10.11, and cash dividends, dividends payable otherwise in securities or other distributions of any kind made in respect accordance with the terms of the Escrow Shares will be delivered to Agreement. All amounts released from the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to Indemnity Escrow Fund, the Tax Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrowFund, and the Corporation will take all reasonable steps necessary Special Escrow Fund to allow the exercise Sellers shall be made in accordance with such Seller’s Escrow Pro Rata Share at the time of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementrelease. (c) The Promptly (and in any event within 10 Business Days) after the end of the Indemnity Escrow Shares Period, Purchaser and the Seller Agent shall provide a joint written instruction to the Escrow Agent to distribute to each Seller such Seller’s Escrow Pro Rata Share of the Indemnity Escrow Fund, less that portion of the Indemnity Escrow Fund that is determined, in the reasonable judgment of Purchaser, to be adjusted necessary to reflect fully satisfy all unsatisfied or unresolved claims for indemnification specified in any Officer’s Certificate delivered to the effect Seller Agent in good faith on or prior to the end of the Indemnity Escrow Period in accordance with this Article IX, which portion shall remain in the Indemnity Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. At any stock splittime following the end of the Indemnity Escrow Period, reverse stock splitthe Tax Escrow Period or the Special Escrow Period, reorganizationas applicable, recapitalization to the extent the number of shares of Purchaser Common Stock held in the Indemnity Escrow Fund, Tax Escrow Fund or the Special Escrow Fund, as applicable, exceeds the number of shares that is determined, in the reasonable judgment of Purchaser and the Seller Agent, to be necessary to satisfy all unsatisfied or unresolved claims for indemnification specified in any like change Officer’s Certificate delivered to the Seller Agent on or prior to the end of the Indemnity Escrow Period, the Tax Escrow Period or the Special Escrow Period, as applicable, in accordance with respect this Section 9.4, based on the Purchaser Stock Price, Purchaser and the Seller Agent shall provide a joint written instruction to Corporation the Escrow Agent to promptly distribute the excess shares of Purchaser Common StockStock to the Sellers in accordance with such Seller’s Escrow Pro Rata Share. Promptly (and in any event within 10 Business Days) after the end of the period of time beginning on the Closing Date and ending on the date that is 48 months following the Closing Date (or, as the case may be, such earlier date that (i) any Tax Matter has been finally resolved or the applicable statutes of limitation have expired and (ii) Indemnifiable Damages arising out of, resulting from or in connection with such Tax Matters have been recovered by the Indemnified Person(s)) (the “Tax Escrow Period”), Purchaser and the Seller Agent shall provide a joint written instruction to the Escrow Agent to distribute to each Seller such Seller’s Escrow Pro Rata Share of the Tax Escrow Fund, less that portion of the Tax Escrow Fund that is determined, in the reasonable judgment of Purchaser, to be necessary to satisfy all unsatisfied or unresolved claims for indemnification specified in any Officer’s Certificate delivered to the Seller Agent in good faith on or prior to the end of such period in accordance with this Article IX, which portion shall remain in the Tax Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. Promptly (and in any event within 10 Business Days) after the end of the period of time beginning on the Closing Date and ending on the date that is 24 months following the Closing Date (or, if earlier, the date on which all Specified Matters have been finally resolved) (the “Special Escrow Period”), Purchaser and the Seller Agent shall provide a joint written instruction to the Escrow Agent to distribute to each Seller such Seller’s Escrow Pro Rata Share of the Special Escrow Fund, less that portion of the Special Escrow Fund that is determined, in the reasonable judgment of Purchaser, to be necessary to satisfy all unsatisfied or unresolved claims for indemnification specified in any Officer’s Certificate delivered to the Seller Agent in good faith on or prior to the end of such period in accordance with this Article IX, which portion shall remain in the Special Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied.

Escrow Fund. (a) Within five (5Pursuant to Sections 1.10(c)(v) days and 8.1 of the final determination of Merger Agreement, on the Total NDI ValueClosing Date (i) Acquiror shall make or cause to be made available through its Affiliates to the Escrow Agent, the Securityholders Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Cash and the Expense Fund; and (ii) the Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Exchange Agent the Other Escrow Agent blank stock powersCash. Concurrently with such deposit, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund Acquiror shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered deliver to the Escrow Agent in a spreadsheet (the same manner most recent such spreadsheet at any particular time, shall be referred to as the "ESCROW SPREADSHEET"). The Escrow Shares and stock powers delivered within five (5) days Spreadsheet may be a component sheet of the final determination Spreadsheet contemplated by Section 5.9 of the Total NDI Value. Merger Agreement. The Escrow Spreadsheet shall set forth (bi) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares")name, which shall be treated pursuant to Section 10.1(a) hereofaddress and taxpayer identification number of each Holder, and cash dividends, dividends payable in securities or other distributions (ii) the Pro Rata Share of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited each Holder in the Escrow Fund with respect (each, the "HOLDER'S PRO RATA SHARE"). The Escrow Agent agrees to such NDI Principal Shareholder so long as accept delivery of the Escrow Cash and to hold such Escrow Shares are held Cash in escrow, and the Corporation will take all reasonable steps necessary escrow subject to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement and the Merger Agreement. The Escrow Agent also agrees to accept delivery of the Expense Fund and to hold such Expense Fund in escrow for use as directed by the Shareholders Agent pursuant to the terms and conditions of this Agreement and the Merger Agreement, in particular Section 8.7(c) of the Merger Agreement. The Expense Fund is not available to secure Indemnifiable Damages. (cb) As of any particular time, the Escrow Agent may assume, without inquiry, that the Escrow Cash and the Expense Fund that shall have been or caused to be deposited with the Escrow Agent by Acquiror and the Company is all of the Escrow Cash required to be held in the Total Fund by the Escrow Agent and that the last such Escrow Spreadsheet the Escrow Agent shall have received from Acquiror remains correct and in full force and effect. The Escrow Shares Cash and the Expense Fund shall be adjusted to reflect fully held and distributed by the effect Escrow Agent in accordance with the provisions of the Merger Agreement and this Agreement. Neither the Escrow Cash nor the Expense Fund or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by the Escrow Agent or by any Holder or be taken or reached by any legal or equitable process in satisfaction of any stock split, reverse stock split, reorganization, recapitalization debt or other liability of the Escrow Agent or any like change Holder, prior to the distribution to such Holder of such Holder's Pro Rata Share (or a portion thereof) of such Escrow Cash or Expense Fund, as the case may be, by the Escrow Agent in accordance with respect to Corporation Common Stockthis Agreement, if any.

Escrow Fund. (a) Within five (5) days of As soon as practicable after the final determination of the Total NDI ValueEffective Time, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company and subject to and in Milwaukee, Wisconsin, (or other institution selected by the Corporation accordance with the reasonable consent provisions of NDISection 12 ("Indemnification") as hereof, Calico shall cause to be distributed to an escrow agent designated by Calico and reasonably acceptable to FirstFloor (the "Escrow Agent"), such deposit ) a certificate or certificates representing fifteen percent (15%) of the shares of Calico Series D Preferred to constitute be issued in connection with the Merger (the "Escrow Shares") which shall be registered in the name of the Escrow Fund Agent as nominee for each holder of FirstFloor Shares (each a "Shareholder" and collectively, the "Shareholders") (the "Escrow Fund") and held pursuant to be governed by the terms set forth herein and in the Escrow Agreement. At Such shares shall be beneficially owned by each such time, each NDI Principal Shareholder also and shall deposit with the Escrow Agent blank stock powers, duly endorsed be held in blank, relating to the Escrow Shares. The Escrow Fund escrow and shall be available to compensate Corporation Calico for certain damages as provided in Section 12 ("Indemnification"). To the extent not used for such purposes, such shares shall be released pursuant to the indemnification obligations terms of the NDI Principal Shareholders. Escrow Agreement. (b) In the event Corporation issues any Calico shall pay tax-free dividends in stock declared with respect to the Escrow Shares pursuant to Section 305(a) of the Code (the "Additional Escrow Shares"), such Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to issued in the name of the Escrow Agent in the same manner as the Escrow Shares delivered at Closing. Any and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and all other cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders. (c) The Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares and Additional Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares and Additional Escrow Shares are held in escrow, and the Corporation Calico will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares and Additional Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares and Additional Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (cd) The Shareholders, by virtue of their approval of this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, Davi▇ ▇. ▇▇▇▇▇▇▇▇ (▇▇gether with his or its permitted successors, the "Shareholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Shares shall be adjusted Agreement, to reflect fully exercise all or any of the effect powers, authority and discretion conferred upon him or it under any such agreement, to waive any terms and conditions of any stock splitsuch agreement (other than the Merger Consideration), reverse stock split, reorganization, recapitalization or any like change to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding for which Calico, Sub or the Surviving Corporation may be entitled to indemnification and the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Shareholder Representative shall not be liable for any action taken or not taken by him or it in connection with his or its obligations under this Agreement (i) with the consent of the Shareholders who, as of the date of this Agreement, owned a majority of the FirstFloor Shares (determined on an as converted to Common StockStock basis and voting as one class), in the aggregate, or (ii) in the absence of his or its own gross negligence or willful misconduct. If the Shareholder Representative shall be unable or unwilling to serve in such capacity, his or its successor shall be named by those persons who, as of the date of this Agreement, owned a majority of the FirstFloor Shares (determined on an as converted to Common Stock basis and voting as one class), in the aggregate at the Effective Time who shall serve and exercise the powers of the Shareholder Representative hereunder.

Escrow Fund. (a) Within five (5) days of As provided in Section 1.3, on the final determination of the Total NDI ValueClosing Date, SCM shall deposit with the Escrow Shares Agent SCM Common Stock equalling the Escrow Amount, which shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as constitute an escrow agent fund (the "Escrow Agent"), such deposit to constitute the Escrow Fund and ESCROW FUND) to be governed by the terms set forth herein and in herein. The portion of the Escrow Agreement. At Amount contributed on behalf of each Exchanging Shareholder shall correspond to such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the stockholder's Escrow Shares. The Escrow Fund shall be available to compensate Corporation SCM (i) for any claim, loss, expense, liability or other damage, including reasonable attorneys' fees and disbursements in connection with any action, suit or proceeding, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively LOSSES) that SCM or any of its affiliates has actually incurred (or, in the case of an extension of the Escrow Period pursuant to Section 7.2(b)(ii), reasonably anticipates incurring), by reason of the breach by any Exchanging Shareholder of any representation, warranty, covenant or agreement of Shuttle contained herein, (ii) for any Third Party Expenses in excess of $400,000 and any fees and expenses of Stan▇▇▇▇ ▇▇▇▇▇, ▇▇ each case, to the extent not deducted from the Transaction Consideration on the Closing Date; and (iii) for any claim made pursuant to the indemnification obligations Tax Covenant contained in Schedule 3 hereof; provided, however, that claims for Losses incurred as a result of a breach by an Exchanging Shareholder shall be satisfied out of such shareholder's proportionate interest of the NDI Principal Escrow Fund set opposite such Exchanging Shareholders' name in Schedule 1 (the PROPORTIONATE INTEREST) until such Proportionate Interest is exhausted. In SCM and Shuttle each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b)Closing Date, below), such shares and blank stock powers therefor will be delivered which if resolved at the Closing Date would have led to the Escrow Agent a reduction in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared aggregate Transaction Consideration. SCM shall not be entitled to receive any disbursement with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to any Loss under Section 10.1(a7.2(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made arising in respect of any individual occurrence or circumstance unless the Escrow Shares will amount of the Loss arising in respect of all such occurrences or circumstances in the aggregate exceeds a $100,000 level; provided, however, that in the event the aggregate Losses of SCM under Section 7.2(a) shall exceed $100,000, then SCM shall be delivered entitled to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in recover from the Escrow Fund with respect to the total of its Losses including any amounts below the $100,000 level for each such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementoccurrence or circumstance. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days Prior to or simultaneously with the Closing, the Stockholders' Representative and Buyer shall enter into the Escrow Agreement with the Escrow Agent. Pursuant to the terms of the final determination of Escrow Agreement, at the Total NDI ValueClosing, Buyer shall deposit the Escrow Shares shall Fund into an escrow account, which account is to be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected managed by the Corporation with the reasonable consent of NDI) as escrow agent Escrow Agent (the "Escrow AgentAccount"), . In connection with such deposit to constitute of the Escrow Fund with the Escrow Agent and as of the Effective Time, each holder of Target Common Shares shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Common Per Share Escrow Amount, the Berger Family 1998 Revocable Trust shall be deemed to have contributed ▇▇ ▇▇e Escrow Amount an amount per share equal to the Series A-1(B) Per Share Escrow Amount, Telkoor Telecom Ltd. shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Series A-1(T) Per Share Escrow Amount, each holder of Target Series A-2 Shares shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Series A-2 Per Share Escrow Amount, and each holder of Target Series B Shares shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Series B Per Share Escrow Amount, without any act of the Target Stockholders. Distributions of any of the Escrow Fund from the Escrow Account shall be governed by the terms set forth herein and in conditions of the Escrow Agreement. At such time, each NDI Principal Shareholder also The adoption of this Agreement and the approval of the Merger by the Target Stockholders shall deposit with constitute approval of the Escrow Agent blank stock powersAgreement and of all the arrangements relating thereto, duly endorsed in blankincluding, relating to without limitation, the placement of the Escrow SharesFund in escrow and the appointment of the Stockholders' Representative. The No portion of the Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations contributed in respect of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI ValueCompany Option or any warrant or other security exercisable or convertible into Company Stock. (b) Except for dividends paid in stock declared with respect The parties hereby acknowledge and agree that payment of the Escrow Amount to the Target Stockholders shall be treated as an installment obligation for purposes of Section 453 of the Code and no party shall take any action or filing position inconsistent with such characterization. In addition, the parties hereby agree that, pursuant to Proposed Treasury Regulation Section 1.468B-8, Buyer shall include in income all interest, dividends and other income earned on the Escrow Shares Amount prior to the "determination date" ("Additional Escrow Shares"as such term is defined in Proposed Treasury Regulation Section 1.468B-8), which shall be treated pursuant to Section 10.1(a) hereofamounts shall, when and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered if paid to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect Target Stockholders, be included as an increase to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementpurchase consideration for tax purposes. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a1) Within five (5) days As soon as practicable after the Closing Date, a portion of the final determination shares of AmeriNet's Common Stock to be issued in the Total NDI ValueReorganization equal to the Escrow Number plus any additional New Shares (as defined below) as may be issued in respect thereof after the Closing Date) (collectively, the "Escrow Shares shall Shares"), without any act of any stockholder, will be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company registered in Milwaukeethe name of Yankees, WisconsinAmeriNet's strategic planning consultant, (or such other institution person or legal entity as may otherwise be selected by AmeriNet prior to the Corporation with the reasonable consent of NDI) Closing, as escrow agent (the "Escrow Agent"), and will be deposited with a financial institution acceptable to AmeriNet and the Agent [as defined in Section 7.2(H) below)], such deposit to constitute an escrow fund (the "Escrow Fund and Fund") to be governed by the terms set forth herein and at AmeriNet's sole cost and expense. (a) The portion of AmeriNet Common Stock in the Escrow Agreement. At Fund contributed on behalf of each stockholder of Vista Vacations is listed opposite such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. stockholders' name on Exhibit 7.2(A). (b) The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations AmeriNet and its affiliates for any claim, loss, expense, liability or other damage, including reasonable attorneys' fees that AmeriNet or any of its affiliates has incurred or reasonably anticipates incurring by reason of the NDI Principal Shareholders. In the event Corporation issues breach by Vista Vacations of any Additional Escrow Shares (as defined in Section 10.1(b)representation, below)warranty, such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days covenant or agreement of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares Vista Vacations contained herein, ("Additional Escrow SharesLosses"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered but only to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to extent that such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this AgreementLosses exceed $20,000. (c) The AmeriNet and Vista Vacations each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Time of Closing, which if resolved at the Closing would have led to a reduction in the total number of shares of AmeriNet Common Stock AmeriNet would have agreed to issue in connection with the Reorganization. (3) Nothing herein shall limit the liability of Vista Vacations for any breach of any representation, warranty or covenant if the Reorganization does not close. Resort to the Escrow Shares Fund shall be adjusted to reflect fully the effect exclusive contractual remedy of AmeriNet and its affiliates for any stock splitsuch breaches and misrepresentations if the Reorganization does close; provided, reverse stock splithowever, reorganization, recapitalization or that nothing herein shall limit any like change with respect to Corporation Common Stocknoncontractual remedy for fraud.

Escrow Fund. Notwithstanding anything to the contrary in the other provisions of this Article 1, Acquirer shall withhold from the gross cash consideration otherwise payable to each Indemnifying Party (a) Within five (5) days which, in the case of a Company Shareholder that is a holder of Unvested Company Shares, shall be funded solely by the portion of the final determination closing consideration for such Company Shareholder that is vested immediately prior to Closing) in accordance with Section 1.1(a), such Indemnifying Party’s Pro Rata Share of the Total NDI ValueAdjustment Escrow Amount and the Indemnity Escrow Amount. At the Closing, Acquirer shall initiate a wire to be deposited (or cause to be deposited) the Adjustment Escrow Amount and the Indemnity Escrow Amount with the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in MilwaukeeAgent, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit pursuant to constitute the Escrow Fund and Agreement, to be governed held by the terms set forth herein Escrow Agent in accordance with and in subject to the provisions of this Agreement and the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit The Adjustment Escrow Amount plus any interest or earning paid thereon in accordance with the Escrow Agent blank stock powers, duly endorsed in blank, relating to Agreement (the “Adjustment Escrow Shares. The Escrow Fund Fund”) shall be available to compensate Corporation Parent for any Aggregate Consideration Shortfall under Section 1.6, and shall be held and distributed in accordance with Section 1.6 and the Escrow Agreement. The Indemnity Escrow Amount plus any interest or earnings paid thereon in accordance with the Escrow Agreement (the “Indemnity Escrow Fund” and, together with the Adjustment Escrow Fund, the “Escrow Fund”). Subject to Section 9.2, the Indemnity Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined Indemnifying Parties under Article 9, and shall be held and distributed in accordance with Section 10.1(b), below), such shares 9.1 and blank stock powers therefor will be delivered to the Escrow Agent in Agreement. The adoption of this Agreement and the same manner approval of the Share Purchase by the Company Shareholders shall constitute, among other things, approval of the Adjustment Escrow Amount and the Indemnity Escrow Amount, the withholding of the Adjustment Escrow Amount and the Indemnity Escrow Amount by Acquirer and the appointment of the Shareholders’ Agent. Parent shall be treated as the owner of the Escrow Shares Fund and stock powers delivered for Tax purposes, shall report all income earned thereon; provided, however, that within five (5) 30 days of the final determination end of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares")each calendar year, which Parent shall be treated pursuant entitled to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in receive from the Escrow Fund with respect a Tax distribution equal to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and 25% of the Corporation will take all reasonable steps necessary to allow the exercise amount of such rights. While income earned on the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this AgreementFund for such year. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days At the Closing each Shareholder will be deemed to have received and consented to the deposit with the Escrow Agent of the final determination Escrow Amount pursuant to the Escrow Agreement attached hereto as Exhibit C, without any act required on the part of the Total NDI ValueShareholders. As soon as practicable after the Closing, the Escrow Shares shall Amount, without any act required on the part of the Shareholders, will be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent")Agent into an interest-bearing account, such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in at NEON's cost and expense. The Shareholders shall bear the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating tax for all interest attributable to the Escrow SharesAccount. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect comprised entirely of the Escrow Shares will Amount. The Escrow Fund is available to indemnify and compensate NEON and its affiliates for any Losses incurred by NEON, its officers, directors, or affiliates directly or indirectly as a result of any inaccuracy or breach of a representation or warranty or covenant of the Shareholders, contained in Articles II and III and VI herein, or any failure by the Shareholders to perform or comply with any covenant contained herein. NEON shall not be delivered entitled to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in recover any amount from the Escrow Fund with respect until its Losses exceed $100,000 in the aggregate, at which time NEON may recover all of its Losses including the first $100,000, provided, however, that any Losses incurred by NEON relating to any representation, warranty or covenant related to Taxes set forth in Sections 2.10 and 6.7 or to Section 2.3 or Article III hereof shall not be subject to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, minimum amount. NEON and the Corporation will take all reasonable steps necessary Shareholders each acknowledge that such Losses, if any, would relate to allow unasserted contingent liabilities existing at the exercise of such rights. While Closing, which if resolved at the Escrow Shares remain Closing would have led to a reduction in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementaggregate Purchase Price. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days of Prior to the final determination of the Total NDI ValueEffective Time, the Escrow Shares Teletrac shall issue and deliver or cause to be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukeedelivered, Wisconsin, (or other institution directly to an escrow agent to be selected by the Corporation with parties prior to the reasonable consent of NDI) as escrow agent Effective Time (the "Escrow AgentESCROW AGENT"), a certificate representing 1,505,712 shares of Teletrac Common Stock in respect of the Disputed Claims, less such deposit number of shares of Teletrac Common Stock as may have been distributed after the date hereof and before the Effective Time in respect of Disputed Claims which have been finally resolved, as provided by the Plan (the shares of Teletrac Common Stock so issued and delivered to constitute the Escrow Fund and Agent being the "ESCROWED SHARES"). Upon compliance by the Escrow Agent with the provisions of Section 2.4 hereof, Trafficmaster shall pay or cause to be governed paid to the Escrow Agent the Initial Cash Consideration payable in respect of the Escrowed Shares (the "ESCROW AMOUNT"), which shall be held by the Escrow Agent pursuant to the terms set forth herein and in an escrow agreement to be entered into by and among Trafficmaster, Teletrac, the Escrow Agreement. At such timeAgent, each NDI Principal Shareholder also shall deposit with and any other parties which Trafficmaster, Teletrac and the Escrow Agent blank stock powersshall agree, duly endorsed in blank, relating a form to be agreed to by such parties which shall not be inconsistent with the Plan (the "ESCROW AGREEMENT") and released (together with interest actually earned thereon) upon final resolution of each Disputed Claim in proportion to the Escrow Sharesnumber of Escrowed Shares allocable thereto. The Escrow Fund shall be available to compensate Corporation pursuant If any Disputed Claims are not resolved prior to the indemnification obligations delivery by Trafficmaster of any Earn-Out Amount, the NDI Principal Shareholders. In portion of such Earn-Out Amount allocable to the event Corporation issues any Additional Escrow Escrowed Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will shall be delivered to the Escrow Agent and held in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect an escrow fund pursuant to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect terms of the Escrow Shares will be delivered Agreement. If any Disputed Claims are resolved prior to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect delivery by Trafficmaster of any Earn-Out Amount, the portion of such Earn-Out Amount allocable to the Escrow Escrowed Shares deposited shall be paid by Trafficmaster in accordance with the provisions of the Bankruptcy Court approving the resolution of the Disputed Claims. Until all Disputed Claims are finally resolved as provided in the Escrow Fund Plan and to the extent that the Surviving Corporation retains decision making authority with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this AgreementDisputed Claims, the NDI Principal Shareholders will retain and will be able Surviving Corporation agrees to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementuse commercially reasonable efforts to prosecute, defend against and/or settle such Disputed Claims in good faith. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5Concurrently with the execution of this Escrow Agreement, or promptly thereafter, Parent, acting in accordance with Section 1.6(d) days of the final determination of the Total NDI ValueMerger Agreement, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to one or more certificates representing the Escrow SharesShares issued in the name of the Escrow Agent or its nominee, “Embassy & Co”. The Such Escrow Shares deposited with the Escrow Agent, together with any further shares or other interests payable or distributable in respect thereof in accordance with Section 3(b), shall constitute the Escrow Fund and shall be available to compensate Corporation the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them or for which they are entitled to recovery pursuant to the indemnification obligations Merger Agreement. The Escrow Agent will hold the Escrow Fund in an escrow account (the “Escrow Account”) pursuant to the terms and conditions of this Escrow Agreement. (b) Any securities or other property (excluding cash dividends) distributed in respect of or in exchange for any of the NDI Principal Shareholders. In Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the event Corporation issues any Additional name of the Escrow Shares (as defined in Section 10.1(b)Agent or its nominee, below), such shares and blank stock powers therefor will shall be delivered to the Escrow Agent Agent, who shall hold such property in the same manner as Escrow Account. Such property shall be considered part of the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except Fund for all purposes hereof. Any cash dividends paid distributed in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will shall promptly be delivered distributed by the Escrow Agent to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect Stockholder Representative for further distribution to the Escrow Shares deposited Stockholders in the Escrow Fund accordance with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rightstheir respective Pro Rata Shares. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this AgreementAccount, the NDI Principal Shareholders will Stockholders shall retain and will shall be able entitled to exercise all other incidents of ownership of said the Escrow Shares which that are not inconsistent with the terms and conditions hereof including, without limitation, the provisions of this AgreementSection 3(c). (c) The Stockholder Representative shall have the right, in his sole discretion, on behalf of the Stockholders, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. Any written instructions of the Stockholder Representative must be received by the Escrow Agent at least three (3) Business Days prior to the date on which the Escrow Agent is requested therein to take such action, and the Escrow Agent shall execute or cause its nominee to execute, and deliver to the Stockholder Representative a proxy or other instrument in the form supplied to it by the Stockholder Representative for voting or otherwise exercising any right of consent with respect to any of the Escrow Fund held by it hereunder, to authorize therein the Stockholder Representative to exercise such voting or consent authority in respect of the Escrow Fund (provided that the Escrow Agent shall not be obligated to execute any such proxy or other instrument if, in its judgment, the terms thereof may subject the Escrow Agent to any liabilities or obligations). The Escrow Agent shall not be under any duty or responsibility to forward to any Interested Party, or to notify any Interested Party with respect to, or to take action with respect to, any notice, solicitation or other document or information, written or otherwise, received from an issuer or other person with respect to the Escrow Fund, including but not limited to, proxy material, tenders, options, the pendency of call and maturities and expiration of rights. In the absence of such written instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Stockholder Representative shall have no obligation to solicit consents or proxies from the Stockholders for purposes of any such vote. (d) The respective interests of the Stockholders in the Escrow Shares shall not be adjusted to reflect fully assignable or transferable, other than as provided in the effect Employee Stock Restriction Agreements, the Non-Employee Stock Restriction Agreements or by operation of law. Notice of any stock splitsuch assignment or transfer shall be given to the Escrow Agent and the Parent, reverse stock splitand no such assignment or transfer shall be valid until such notice is received by the Escrow Agent. (e) The Escrow Agent shall hold and safeguard the Escrow Fund, reorganizationand shall hold and dispose of the Escrow Fund only in accordance with the terms of this Escrow Agreement. (f) The Stockholder Representative agrees that the Stockholders shall be solely responsible for providing, recapitalization at their cost and expense, any certification, opinion of counsel or other instrument or document necessary to comply with or satisfy any like change transfer restrictions to which the Escrow Shares are subject, including without limitation any opinion of counsel required to be delivered pursuant to any restrictive legend appearing on the certificate evidencing the Escrow Shares in connection with respect any distribution of Escrow Shares to Corporation Common Stockbe made by the Escrow Agent under or pursuant to this Escrow Agreement. Any such opinion of counsel shall include the Escrow Agent as an addressee or shall expressly consent to the Escrow Agent’s reliance thereon. (g) Notwithstanding anything herein to the contrary, the Escrow Agent shall have no duty to sell the Escrow Shares hereunder.

Escrow Fund. (a) Within five (5) days Notwithstanding anything to the contrary set forth in this Agreement, at the Closing, the Buyer shall withhold from the portion of the final determination Acquisition Consideration otherwise payable to each Company Shareholder and each holder of Vested Company Options in the Acquisition pursuant to Section 1.1 (i) an amount equal to the Pro Rata Share of such Company Shareholder or holder of Vested Company Options multiplied by the Escrow Amount (which amount will consist of cash and shares of Parent Common Stock (based on the Parent Average Trading Price) as per the ratio of such aggregate components set forth in the Payment Spreadsheet), and (ii) an amount of cash consideration (rounded to the nearest cent) equal to the Pro Rata Share of such Company Shareholder or holder of Vested Company Options multiplied by Adjustment Withheld Amount; each cash amount to be so withheld shall be rounded to the nearest cent, and each number of shares of Parent Common Stock to be so withheld shall be rounded down to the nearest whole number and additional cash shall be withheld in lieu of the Total NDI Valuefraction of a share of Parent Common Stock that should have been withheld. At the Closing, the Buyer shall deposit, or cause to be deposited, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by Amount and the Corporation Adjustment Withheld Amount with the reasonable consent of NDI) Escrow Agent (such amounts being referred to herein as escrow agent (the "“Escrow Agent"Fund” and the “Adjustment Fund”, respectively), that shall hold such deposit to constitute the funds in two separate accounts. The Escrow Fund and the Adjustment Fund shall be held and distributed pursuant to be governed by the terms set forth herein and in accordance with the provisions of this Agreement and the Escrow Agreement. At If upon receipt of executed and completed Letters of Transmittal after Closing and a completed Shareholder Confirmation, it transpires that there are Company Shareholders, other than the 102 Trustee, that certify, by duly executed and completed Shareholder Confirmation, that they are Unqualified Shareholders, then their contribution to the Escrow Amount shall be corrected such timethat it will be entirely in cash, each NDI Principal Shareholder also and in such case, the Buyer shall deposit with transfer to the Escrow Agent blank stock powers, duly endorsed promptly any additional amount of cash as is necessary to cause the Pro Rata Share of each such Company Shareholder in blank, relating to the Escrow SharesFund to be fully in cash, and any excess shares of Parent Common Stock held by the Escrow Agent with respect to each such Company Shareholder’s Pro Rata Share will be returned to Parent. The shares of Parent Common Stock held in the Escrow Fund shall Account may be available subject to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares Hedging Transactions (as defined in Section 10.1(bthe Lock Up Agreement) to be conducted by and in accordance with instructions from the Representative (with the approval of the Advisory Committee formed under the Engagement Agreement), below), such shares and blank stock powers therefor will be delivered . The parties to the Escrow Agreement shall execute such documents and instruments as is necessary to facilitate such Hedging Transactions including any deposit of shares with a designated broker that conducts such Hedging Transaction. Within the ninety (90) days following the lock up period, Escrow Agent will, upon instructions from the Representative (with the approval of the Advisory Committee formed under the Engagement Agreement), sell on the NYSE or such other stock exchange on which the Parent Common Stock is then traded the shares of Parent Common Stock deposited in the same manner as the Escrow Shares and stock powers delivered within five (5) days Fund, provided that no more that 25% of the final determination shares of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares Parent Common Stock deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrowat Closing may be sold on any trading day, and the Corporation will take proceeds of all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain sales shall be deposited in the Escrow Agent's possession pursuant Fund in cash. The members of the Advisory Committee formed under the Engagement Agreement shall have no Liability to this Agreement, any of the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent Company Securityholders in connection with the terms Hedging Transactions and conditions the sales of shares of Parent Common Stock referred to in this AgreementSection 1.3(d). (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days Section 2.01. The Escrow Agent shall establish a special escrow fund designated as the “Loudoun County Public Schools 2012 Escrow Fund”, shall keep such Escrow Fund separate and apart from all other funds and moneys held by it and shall administer such Escrow Fund as provided in this Escrow Agreement. Section 2.02. All moneys deposited with the Escrow Agent by Lessor pursuant to Section 1.03 of the final determination of the Total NDI Value, Escrow Agreement shall be credited to the Escrow Shares Fund. The Escrow Agent shall be deposited use the moneys in the Escrow Fund to pay the price of each item of Equipment subject to the Lease, upon receipt with ▇▇respect thereto of a Requisition Form attached to the Lease as Exhibit D (a copy of which is attached hereto), executed by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukeeand Lessee, Wisconsinfully completed.. Upon receipt of a Requisition Form with respect to any item of Equipment, an amount equal to the price as shown therein shall be paid directly to the person or entity entitled to payment as specified therein or paid to Lessee, if Lessee has paid for the Equipment. Section 2.03. On August 26, 2015 (or other institution selected by as such date may be amended from time to time pursuant to Section 7.08 hereof, the Corporation with the reasonable consent of NDI“Escrow Date”) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating shall pay to Lessor an amount equal to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders entire remaining balance on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited deposit in the Escrow Fund with respect including interest earnings contained therein, if any, less the amount equal to the contract price of all items of Equipment for which Escrow Agent has received a fully and properly completed Requisition Form in the form provided in Exhibit D and which has not been paid. The amount paid to Lessor, pursuant to this Section, shall be applied to the Lease Payments and any other amounts due under the Lease, all as determined by Lessor. Upon payment as described in the preceding sentence, Lessor shall prepare a revised amortization schedule (which shall be effective only upon the consent of Lessee) reflecting such NDI Principal Shareholder so long as such payment. Section 2.04. Upon receipt of written notice from Lessor that an Event of Default has occurred and is continuing, the Escrow Shares are Agent shall transfer all other moneys held in escrowthe Escrow Fund to Lessor, provided the Escrow Agent gives 10 days advance notice thereof to Lessee. Section 2.05. The Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Escrow Fund, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain disbursement thereof in the Escrow Agent's possession pursuant to accordance with this Agreement, and shall not be responsible for the NDI Principal Shareholders will retain and will be able authenticity or accuracy of such certifications or documents, the application of amounts paid pursuant to exercise all other incidents such certifications by the persons or entities to which they are paid, or the sufficiency of ownership of said the moneys credited to the Escrow Shares which are not inconsistent with Fund to make the terms and conditions of this Agreementpayments herein required. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. Section 2.01. Escrow Agent shall establish a special escrow fund designated as the “GE Government Finance, Inc. Escrow Fund” (a) Within five (5) days the “Escrow Fund”), shall keep such Escrow Fund separate and apart from all other funds and moneys held by it and shall administer such Escrow Fund as provided in this Agreement. Section 2.02. All moneys paid to Escrow Agent by Bondholder pursuant to Section 1.02 of this Agreement shall be credited to the Escrow Fund. Escrow Agent shall use the moneys in the Escrow Fund to pay the Project Costs, upon receipt with respect thereto of a Payment Request Form attached hereto as Exhibit A, executed by Bondholder and Lessee, fully completed and with all supporting documents described therein attached thereto. Upon receipt of a Payment Request Form, Escrow Agent shall disburse proceeds from the Escrow Fund in such amounts and to such parties as directed therein. Lessee shall submit Payment Request Forms only for portions of the final determination Project that are functionally complete and operationally independent. Section 2.03. On March 1, 2012, or on such earlier date established by Lessee in a written notice to the other parties that all Project Costs have been fully paid (whether the Costs of the Total NDI Value, Project were less than estimated or because Lessee has determined not to complete the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"Project), such deposit to constitute Escrow Agent shall liquidate all investments held in the Escrow Fund and to be governed by transfer the terms set forth herein proceeds thereof and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or all other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited moneys held in the Escrow Fund with respect to Bondholder, which amount shall be used to the extent thereof to prepay the Bond in part (such NDI Principal Shareholder so long balance to be applied to principal, to any prepayment premium determined pursuant to the terms of the Lease Agreement on the prepaid principal, and accrued interest on the prepaid principal, all as determined by Bondholder) and such payment shall treated by the Bondholder as a Lease Payment. Upon any payment as described in the preceding sentence, Bondholder shall prepare a revised Exhibit A to the Lease Agreement to re-amortize the remaining principal balance of the Bonds(which shall be effective without the consent of Lessee or Issuer) to reflect the effect of such prepayment. Section 2.04. Upon receipt of written notice from Bondholder or Lessee that an Event of Default has occurred under the Lease Agreement or that Lessee has determined not to complete the Project, Escrow Shares are Agent shall liquidate all investments held in escrowthe Escrow Fund and transfer the proceeds thereof and all other moneys held in the Escrow Fund to Bondholder to be applied to any prepayment premium determined pursuant to the terms of the Lease Agreement, the Lease Payments and any other amounts due under the Lease Agreement, all as determined by Bondholder. Section 2.05. Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Escrow Fund, and the Corporation will take all reasonable steps necessary to allow disbursement thereof in accordance with this Article, and shall not be responsible for the exercise authenticity or accuracy of such rights. While certifications or documents, the application of amounts paid pursuant to such certifications by the persons or entities to which they are paid, or the sufficiency of the moneys credited to the Escrow Shares remain in Fund to make the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementpayments herein required. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five The escrow fund (5the "ESCROW FUND") days referred to in this Agreement shall consist of two components. The first component of the final determination Escrow Fund consists of the Total NDI Value, portion of the Contingent Shares referred to as being held in the Escrow Fund in Section 1.5 of this Agreement. The second component of the Escrow Fund consists of the Indemnity Shares referred to below (this portion being referred to as the "INDEMNITY PORTION OF THE ESCROW Fund"). Both components of the Escrow Fund will be held by the Escrow Agent (as defined below) in accordance with the terms of this Agreement. (b) At the Closing, 151,766 shares of Series G Stock (the "INDEMNITY SHARES") shall be registered in the name of, and be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ with, U.S. Bank Trust Company in Milwaukee, Wisconsin, National Association (or other institution selected by the Corporation Parent with the reasonable consent of NDIthe Company, which shall not be unreasonably withheld) as escrow agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute the initial funding of the Indemnity Portion of the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such timeAgreement attached hereto as EXHIBIT S. Additional shares of Series G stock, each NDI Principal Shareholder also shall deposit with if added to the Indemnity Portion of the Escrow Agent blank stock powers, duly endorsed in blank, relating Fund pursuant to Section 1.5(b)(iii)(B) of this Agreement or pursuant to the Escrow terms contained in the Series G Warrants, shall also be deemed to be Indemnity Shares. The Indemnity Shares contained in the Indemnity Portion of the Escrow Fund shall be available to compensate Corporation Parent pursuant to the indemnification obligations of the NDI Principal ShareholdersCompany Equityholders. In the event Corporation Parent issues any Additional Escrow Indemnity Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be issued in the name of the Escrow Agent and delivered to the Escrow Agent in the same manner as the Escrow Indemnity Shares and stock powers delivered within five (5) days of at the final determination of the Total NDI ValueClosing. (bc) Except for dividends paid in stock stock, declared with respect to the Escrow Shares Indemnity Shares, including any dividends issued upon such dividends ("Additional Escrow SharesADDITIONAL INDEMNITY SHARES", which will be considered Indemnity Shares thereafter), which shall be treated as part of the Indemnity Portion of the Escrow Fund pursuant to Section 10.1(a9.1(b) hereof, and any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Indemnity Shares or the Additional Indemnity Shares will be delivered to the NDI Principal Shareholders on a pro rata basisformer Company Equityholder in accordance with the Equityholder's Proportionate Interest. Each NDI Principal Shareholder former Company Equityholder will have voting rights with respect to the Escrow Indemnity Shares and Contingent Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder former Company Equityholder so long as such Escrow Indemnity Shares and Contingent Shares are held in escrow, and the Corporation Parent will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Contingent Shares and Indemnity Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders former stockholders of the Company for whom such shares are held will retain and will be able to exercise all other incidents of ownership of said Escrow Contingent Shares and Indemnity Shares which are not inconsistent with the terms and conditions of this Agreement. (cd) In the event the shares of Series G Stock held as Indemnity Shares or Additional Indemnity Shares should convert by their terms into Parent Common Stock (or any other class of Parent capital stock), then such shares of Parent Common Stock (or other class of stock) shall receive the same treatment as the shares of Series G Stock under this Section 9 in 49 accordance with the calculation of the Equityholder's Proportionate Interest existing immediately prior to the conversion. (e) The Escrow right of each Company Equityholder to receive a portion of the Contingent Shares and Indemnity Shares, if applicable, is personal to each such Company Equityholder and shall be adjusted to reflect fully remain with each such Company Equityholder in the effect event of any stock splittransfer of shares of Series G Stock (or other securities of Parent held by such Company Equityholder as a result of the Merger, reverse stock splitexcept for the right to the portion of the Cash Consideration and the Contingent Shares represented by a Series G Warrant, reorganizationwhich will remain and be transferred with such Series G Warrant), recapitalization or any like change with respect unless explicit provision to Corporation Common Stockthe contrary has been effected by such Company Equityholder.

Escrow Fund. (ai) Within five Prior to or simultaneously with the Closing, the Members’ Representative and Parent shall enter into an escrow agreement substantially in the form of Exhibit B hereto (5the “Escrow Agreement”) days with the Escrow Agent, or if the Escrow Agent is unwilling or unable to serve, then such other financial institution of at least $500,000,000 in total assets mutually acceptable to the Members’ Representative and Parent. Pursuant to the terms of the final determination Escrow Agreement, Parent shall deposit with the Escrow Agreement (i) one or more stock certificates representing the Escrow Shares, and (ii) one or more warrants representing the Escrow Warrants issued to the Contributing Members at Closing and related irrevocable stock powers in the name of the Total NDI ValueContributing Members representing the Escrow Securities, which account is to be managed by the Escrow Agent (the “Escrow Account”). Any Escrow Securities and Proceeds in the Escrow Account are collectively referred to herein as the “Escrow Fund”. The Escrow Agreement shall provide that so long as a bona fide, good faith claim for indemnification has not been made by Parent, that (i) the entirety of the Escrow Fund remain with the Escrow Agent for (18) eighteen months, (ii) after completion of (18) eighteen months post Closing, that portion of Escrow Shares (and/or any Proceeds or common stock of Parent received by the Contributing Members by virtue of the exercise of Parent Warrants and Redemption Warrants) in excess of $3,000,000 in value based on the Escrow Per Share Market Value be released to the Contributing Members as well as the entirety of the Escrow Warrants and (iii) upon completion of (60) sixty months after Closing, the Escrow Shares Account shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company closed and all remaining Escrow Shares and any and all other assets of the Contributing Members held in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund shall be released to the Members. In connection with such deposit of the Escrow Securities with the Escrow Agent and as of the Effective Time, each Contributing Member holder of Company Interests will be deemed to have constructively received and deposited with the Escrow Agent each Contributing Member’s pro rata interest in the Escrow Fund as determined as of Closing by reference to such Contributing Member’s ownership of Company Interests (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to shares constituting the Escrow Fund) as reflected on the Company Interest Certificates, without any further action by the Contributing Members. Distributions of any Escrow Securities or the Escrow Fund or Proceeds from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement, but shall occur no later than the end of the indemnity periods as set forth herein in Section 10.01. The adoption of this Agreement and the approval of the Merger by the Members shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the placement of the Escrow Securities and Proceeds in the Escrow AgreementFund and the appointment of the Members’ Representative. At such time, each NDI Principal Shareholder also shall deposit with the No Escrow Agent blank stock powers, duly endorsed in blank, relating Securities contributed to the Escrow Shares. The Escrow Fund shall be available unvested or subject to compensate any right of repurchase, risk of forfeiture or other condition in favor of Parent, the Surviving Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. or other entity. (ii) In the event Corporation issues of a claim relating to any Additional Escrow Shares claim for indemnification any Parent Indemnified Person (as defined in Section 10.1(b10.02) may have under Article X (“Indemnification Claim”), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which Parent shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect seek payment first out of the Escrow Shares will Fund. Such Indemnification Amounts shall be delivered payable in Escrow Shares; provided, that the Members’ Representative may elect to have an Indemnification Amount paid from the NDI Principal Shareholders on a pro rata basisProceeds or in other cash provided by the Members in lieu of Escrow Shares. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in If the Escrow Fund with respect has been reduced to such NDI Principal Shareholder so long as such Escrow Shares are held in escrowzero, and Parent shall then be entitled to seek payment for an unsatisfied Indemnification Amount directly from the Corporation will take all reasonable steps necessary Members, subject to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.set forth in Article X.

Escrow Fund. (a) Within five (5) days of As provided in Section 1.8, promptly after the final determination of Effective Time, SCM shall deposit the Total NDI Value, the Closing Escrow Shares shall be deposited Amount with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Greater Bay Trust Company in Milwaukee, Wisconsin, (or other another institution selected by acceptable to SCM and the Corporation with the reasonable consent of NDIShareholders' Agent (as defined in Section 8.2(g) below)), as escrow agent Escrow Agent (the "Escrow Agent"). In addition, such prior to the payment of any Contingent Merger Consideration payable to the Shareholders pursuant to Section 1.14, SCM shall deposit to constitute 15% of each Contingent Merger Consideration payment with the Escrow Fund and Agent. All amounts so paid to the Escrow Agent shall constitute, collectively, an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and in herein. Each Shareholder's portion of the Closing Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating Amount or aggregate Contingent Merger Consideration contributed to the Escrow SharesFund shall correspond to such Shareholder's Proportionate Interest. The Escrow Fund shall be available to compensate Corporation pursuant SCM and its affiliates (i) for the payment to SCM of any adjustments to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated Merger Consideration pursuant to Section 10.1(a) hereof1.13 of this Agreement, to the extent such adjustments to the Merger Consideration are not made on or prior to the Closing, and cash dividends(ii) subject to paragraph (o), dividends payable in securities for any claim, loss, expense, liability or other distributions damage, including reasonable attorneys' fees and disbursements in connection with any action, suit or proceeding, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively "Losses") that SCM or any kind made of its affiliates has actually incurred (or, in respect the case of an extension of the Escrow Shares will Period pursuant to Section 8.2(b)(ii), reasonably anticipates incurring), by reason of the breach by the Company or the Shareholders of any representation, warranty, covenant or agreement of the Company or the Shareholders contained herein (including the Company Disclosure Schedule); Each Shareholder acknowledges that notwithstanding that such Shareholder has not made the representations and warranties made by the Company, it is understood and agreed that each Shareholder must indemnify SCM jointly and severally for items (i) and (ii) described in the immediately preceding sentence; provided, however, that claims for Losses incurred as a result of a breach by a specific Shareholder ("Specific Shareholder Claims") shall be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited satisfied solely out of such Shareholder's Proportionate Interest in the Escrow Fund until such Proportionate Interest in the Escrow Fund is exhausted and no other Shareholder's Proportionate Interest in the Escrow Fund shall be used to satisfy any such Losses. SCM 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. Notwithstanding the foregoing, SCM shall not be entitled to receive any disbursement with respect to such NDI Principal Shareholder so long as such Escrow Shares are held any Loss or Losses under Section 8.2(a)(ii) arising in escrowrespect of any individual occurrence or circumstance unless the amount of the aggregate Losses of SCM under Section 8.2(a)(ii) shall exceed $150,000, and the Corporation will take all reasonable steps necessary then SCM shall be entitled to allow the exercise of such rights. While recover from the Escrow Shares remain Fund only the total of its Losses in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents excess of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement$150,000. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days Purchaser hereby agrees that prior to the termination of the final determination of the Total NDI Value, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in it shall first seek a remedy from the Escrow Agreement. At such timeFund, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations extent of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited amount then held in the Escrow Fund with respect to any indemnification claim asserted hereunder before seeking to recover any Losses directly from an Indemnifying Party. Subject to the following requirements, and subject to the terms of the Escrow Agreement, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., Washington, D.C. time, on the Escrow Termination Date; provided that the Escrow Fund shall not terminate on such NDI Principal Shareholder so long date with respect to such remaining portion of the Escrow Fund (or some portion thereof) that is subject to any then pending Indemnification Claims, including Claims based on a Third Party Claim that have not been finally adjudicated or settled, for which notice is delivered to the Escrow Agent prior to the Escrow Termination Date. After the Escrow Termination Date and as such soon as each pending Indemnification Claim has been resolved, the Escrow Shares are Agent shall distribute from the Escrow Fund, in accordance with the terms of the Escrow Agreement, the balance of the amount held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise respect of such rightsIndemnification Claim to Company. While After release of the Escrow Shares remain in Fund, or if the entire amount of the Escrow Agent's possession pursuant Fund is subject to pending Indemnification Claims, subject to the limitations provided in this Agreement, the NDI Principal Shareholders will retain and will Purchaser Indemnitees may seek to recover Losses from the Indemnifying Parties directly. No provision of the Escrow Agreement shall limit the Purchaser Indemnitees’ rights to seek injunctive relief or other rights or remedies to which the Purchaser Indemnitees’ are or may be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of entitled, at law or equity, under this Agreement. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days of As security for the final determination of the Total NDI Valueindemnity provided for in SECTION 8.2, the Escrow Shares shall be registered in the name of, and, with the Escrow Cash, be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukeewith, Wisconsin, (or other institution an escrow agent selected by the Corporation Acquiror with the reasonable consent of NDIthe Stockholders' Agent (which consent shall not be unreasonably withheld) as escrow agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant allocated among the Former Target Stockholders on a pro-rata basis in accordance with SECTION 1.6 (the "ESCROW ALLOCATION") (excluding for purposes of this calculation any Dissenting Shares). Upon compliance with the terms hereof and subject to the indemnification obligations provisions of this ARTICLE VIII, Acquiror and the NDI Principal ShareholdersSurviving Corporation shall be entitled to obtain indemnity from the Escrow Fund for Damages covered by the indemnity provided for in SECTION 8.2. In determining the event Corporation issues amount of any Additional Damages resulting from any misrepresentation, breach or default or whether a misrepresentation, breach or default has occurred, any materiality standard contained in the applicable representation, warranty or covenant shall be disregarded. Notwithstanding the foregoing, Acquiror may not receive any shares or cash from the Escrow Shares Fund unless and until an Officer's Certificate (as defined in Section 10.1(bSECTION 8.5) identifying Damages, the aggregate amount of which exceeds $25,000 (the "ESCROW BASKET"), below), such shares and blank stock powers therefor will be has been delivered to the Escrow Agent as provided in the same manner as the Escrow Shares SECTION 8.5 and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession amount is determined pursuant to this AgreementARTICLE VIII to be payable, the NDI Principal Shareholders will retain in which case Acquiror shall receive a combination of shares and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent cash (with the terms and conditions cash portion comprising 20% of this Agreement. (cthe value of any such payment) The Escrow Shares equal in value to the full amount of Damages. In determining the amount of any Damage resulting from any misrepresentation, breach or default or whether a misrepresentation, breach or default has occurred, any materiality standard contained in the applicable representation, warranty or covenant shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stockdisregarded.

Escrow Fund. (a) Within five (5) days of At the final determination of the Total NDI ValueClosing, the Escrow Shares shall be registered in the name of (but for the benefit of the TARGET stockholders), and be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukeewith, Wisconsin, (or other an institution selected by the Corporation with the reasonable consent of NDI) PURCHASER reasonably acceptable to TARGET as escrow agent (the "Escrow Agent"), such deposit and any Additional Escrow Shares to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with Agreement in substantially the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Sharesform attached hereto as Exhibit 7. The Escrow Fund shall be available to compensate Corporation PURCHASER pursuant to the indemnification obligations of the NDI Principal ShareholdersTARGET stockholders. In the event Corporation PURCHASER issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be issued in the name of the Escrow Agent (for the benefit of the TARGET Stockholders) and delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of at the final determination of the Total NDI ValueClosing. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated as Escrow Shares pursuant to Section 10.1(a11.1(a) hereof, and any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders holders of the Outstanding TARGET Shares based on a pro rata basiseach such holder's Pro-Rata Share. Each NDI Principal Shareholder will such holder shall have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder holder's Pro-Rata Share so long as such Escrow Shares are held in escrow, and the Corporation PURCHASER will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement and the Escrow Agreement, the NDI Principal Shareholders will holders of Outstanding TARGET Shares shall retain and will shall be able to exercise all other incidents of ownership of said such Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days of the final determination of the Total NDI Value, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit Pursuant to constitute the Escrow Fund and to be governed by the terms set forth herein and in of the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The an Escrow Fund consisting of 125,000 shares of Acquiror Common Stock to be issued as part of the Merger Consideration shall be established and made available to indemnify and compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues Acquiror for any Additional Escrow Shares Damages (as defined in Section 10.1(b9.3 below) incurred by Acquiror. Target and Acquiror each acknowledge that any such Damages represent contingencies that, if known and/or fully resolved as of the Closing Date, would have led to negotiated reduction in the Merger Consideration. Of the shares of Acquiror Common Stock forming the Escrow Fund, 50,000 shares shall be subject to payment of Damages incurred by Acquiror in connection with the matters set forth in Section 9.3(a) below (collectively, the "General Indemnity Matters"), belowand 75,000 shares shall be subject to payment of Damages incurred by Acquiror in connection with the matters set forth in Section 9.3(b) below (collectively, the "Specific Indemnity Matters"), such shares and blank stock powers therefor will be delivered to . The portion of the Escrow Agent Fund allocated for payment of Damages in connection with General Indemnity Matters shall not be available for payment of Damages in connection with Specific Indemnity Matters, and the same manner as portion of the Escrow Shares and stock powers delivered within five (5) days Fund allocated for payment of Damages in connection with Specific Indemnity Matters shall not be available for payment of Damages in Connection with General Indemnity Matters. If the final determination Closing occurs, the Escrow Fund shall be the exclusive remedy of the Total NDI Value. (b) Except for dividends paid in stock declared Acquiror with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, this Agreement and cash dividends, dividends payable in securities all or other distributions of any kind made in respect aspect of the Escrow Shares will be delivered transactions contemplated herein (provided that it is understood and acknowledged that the rights and remedies of the respective parties to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Marketing Services Agreements and the Non-Competition Agreements shall be independent of this Agreement and the remedies set forth herein). However, nothing in this Section 9 shall limit the liability of (i) Target in connection with any Breach of any representation, warranty or covenant in this Agreement or the Schedules hereto if the Closing does not occur or (ii) of any Shareholder in connection with any Breach by such Shareholder of the Shareholders will retain and will be able Agreement or any other agreement entered in to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent by such Shareholder in connection with the terms and conditions of this AgreementMerger. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days of In order to support the final determination of the Total NDI ValueRights Holders’ and Closing Cash Bonus Participants’ obligations under Section 4.01, the Escrow Shares Deposit shall be deposited delivered by Parent to the escrow agent in accordance with ▇▇▇the Escrow Agreement and held in escrow for a period of 18 months from the Effective Time (the “Escrow Period”). The total amount of funds held in escrow, including any interest earned thereon, is collectively referred to as the “Escrow Amount.” The escrow account and the Escrow Amount shall be subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”), by and among the parties hereto and ▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in MilwaukeeFargo Bank, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent National Association (the "“Escrow Agent"”). Each Rights Holder and each Closing Cash Bonus Participant shall be entitled to receive any Additional Per Share Consideration or any Additional Bonus, such deposit to constitute as applicable, only upon expiration of the Escrow Fund Period, and subject to be governed by the terms set forth herein and in satisfaction of any claims for Indemnified Losses (“Claims”) made under this ARTICLE IV prior to the expiration of the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI ValuePeriod. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which Parent shall be treated as the owner of the Escrow Amount, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Parent pursuant to Section 10.1(a468B(g) hereofof the Code. If and to the extent any amount of the Escrow Fund is actually distributed to the Incentive Equityholders or the Closing Cash Bonus Participants, such amounts shall be treated as compensation paid to the Incentive Equityholders at the time of payment. If and cash dividends, dividends payable in securities or other distributions to the extent any amount of any kind made the Escrow Fund is actually distributed to the Rights Holders in respect of BridgeCo Capital Stock (other than Restricted Stock), interest may be imputed on such amount, as required by Section 483 or 1274 of the Code. In no event shall the portion of the Escrow Shares will be delivered Amount paid to the NDI Principal Shareholders on a pro rata basisRights Holders and Closing Cash Bonus Participants exceed $5,875,000. Each NDI Principal Shareholder will have voting rights with respect The preceding sentence is intended to ensure that the right of the Rights Holders to the Escrow Shares deposited in Additional Per Share Consideration is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, Code and the Corporation will take Treasury Regulations promulgated thereunder. All parties hereto shall file all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent Tax Returns consistently with the terms and conditions foregoing provisions of this AgreementSection 4.03(b). (c) The If at any time and from time to time prior to expiration of the Escrow Shares Period, an Indemnified Party makes a Claim, Parent shall deliver to the Rights Holder Representative notification in writing (a “Claim Notice”), setting forth in reasonable detail the facts giving rise to such Claim and including in such Claim Notice the reasonably estimated amount of the Indemnified Loss and any associated expenses and costs such as reasonable attorney fees, if known, and the provisions of this Agreement upon which such Claim is based. In the event the Rights Holder Representative does not dispute the Claim as set forth in the Claim Notice in a timely manner as set forth in Section 4.03(d) or only disputes a portion thereof, then the amount of the Claim described in the Claim Notice or the portion thereof not disputed shall be adjusted deemed to reflect fully be admitted (the effect “Admitted Liability”) and Parent shall be entitled to permanently reduce the Escrow Amount by, and receive from escrow, the amount of any stock split, reverse stock split, reorganization, recapitalization or any like change the Admitted Liability with respect to Corporation Common Stocksuch claim. (d) In the event the Rights Holder Representative shall dispute the validity of all or any amount of a Claim as set forth in the Claim Notice, the Rights Holder Representative shall, within thirty (30) days of his receipt of the Claim Notice, execute and deliver to Parent a notice setting forth with reasonable particularity the grounds and the basis upon which the Claim or portion thereof is disputed (the “Dispute Statement”). If the Rights Holder Representative delivers to Parent a Dispute Statement applicable to all or any portion of a Claim within the period for delivery of the same set forth above, then the amount of the Escrow Amount disputed by the Rights Holder Representative in such Dispute Statement shall not be payable to Parent until either (i) Parent and the Rights Holder Representative agree in writing to the resolution of the amount of the Escrow Amount disputed by the Rights Holder Representative in such Dispute Statement, or (ii) a court of competent jurisdiction enters a final unappealable order that determines such Claim is not valid or directing the payment to the Rights Holder Representative (on behalf of the Rights Holders and the Closing Cash Bonus Participants) of the amount of the Escrow Amount disputed by the Rights Holder Representative in such Dispute Statement. Upon such written agreement or final order (a “Resolved Claim”), as the case may be, Parent shall be entitled to permanently reduce the Escrow Amount by, and receive from escrow, the amount of the Resolved Claim if and to the extent that matters covered thereby have been resolved in favor of Parent.

Escrow Fund. (a) Within five (5) days At the Closing each Shareholder will be deemed to have received and consented to the deposit with the Escrow Agent of the final determination Escrow Amount pursuant to the Escrow Agreement attached hereto as Exhibit C, without any act required on the part of the Total NDI ValueShareholders. As soon as practicable after the Closing, the Escrow Shares shall Amount, without any act required on the part of the Shareholders, will be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent")Agent into an interest-bearing account, such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in at NEON's cost and expense. The Shareholders shall bear the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating tax for all interest attributable to the Escrow SharesAccount. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect comprised entirely of the Escrow Shares will Amount. The Escrow Fund is available to indemnify and compensate NEON and its affiliates for any Losses incurred by NEON, its officers, directors, or affiliates directly or indirectly as a result of any inaccuracy or breach of a representation or warranty or covenant of the Shareholders, contained in Articles II and III and VI herein, or any failure by the Shareholders to perform or comply with any covenant contained herein. NEON shall not be delivered entitled to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in recover any amount from the Escrow Fund with respect until its Losses exceed $50,000 in the aggregate, at which time NEON may recover all of its Losses including the first $50,000; provided, however, that any Losses incurred by NEON relating to any representation, warranty or covenant related to Taxes set forth in Sections 2.10 and 6.7 or to Section 2.3 or Article III hereof shall not be subject to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, minimum amount. NEON and the Corporation will take all reasonable steps necessary Shareholders each acknowledge that such Losses, if any, would relate to allow unasserted contingent liabilities existing at the exercise of such rights. While Closing, which if resolved at the Escrow Shares remain Closing would have led to a reduction in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreementaggregate Purchase Price. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.

Escrow Fund. (a) Within five (5) days Prior to the Closing, the Sellers’ Representatives, on behalf of all of the final determination of Company Securityholders, and the Total NDI ValuePurchaser shall enter into an Escrow Agreement (the “Escrow Agreement”) with Citibank, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company N.A.(or if such Person declines, such other U.S. commercial bank based in MilwaukeeNew York, Wisconsin, (or other institution New York selected by the Corporation Purchaser and reasonably acceptable to the Sellers’ Representatives) (the “Escrow Agent”) substantially in the form of Exhibit 2.03 attached hereto. Pursuant to the terms of the Escrow Agreement, at the Closing the Purchaser shall deposit into the escrow account (the “Escrow Account”) to be held by the Escrow Agent in accordance with the reasonable consent terms of NDI) as escrow agent the Escrow Agreement the amount of cash equal to $6,464,427 (the "“Escrow Agent"Amount”). The Escrow Amount shall be available to compensate the Purchaser and other Purchaser Indemnified Parties for Losses in accordance with the indemnification obligations of the Sellers under Article IX of this Agreement and in accordance with the terms of the Escrow Agreement. The Purchaser shall be entitled to deduct from any payments due to a Seller or a holder of Company Share Options at the Closing pursuant to this Agreement the Per Share Escrow Amount in respect of each Ordinary Share, with the aggregate amount to be deducted from each Seller or holder of Company Share Options to be rounded to nearest whole cent. The portion of the Escrow Amount contributed on behalf of each Company Securityholder shall be in proportion to the number of Ordinary Shares held by such Company Securityholder immediately prior to the Closing, assuming the exercise of all outstanding Company Share Options as of immediately prior to the Closing (such proportion being such Company Securityholder’s “Pro Rata Share”), and shall be deemed held in a separate escrow sub-account for the benefit of such deposit Company Securityholder. The portion thereof held in any Company Securityholder’s individual sub-account shall only be available to constitute compensate the Purchaser and the other Purchaser Indemnified Parties for Losses for which such Company Securityholder is obligated to indemnify the Purchaser Indemnified Parties hereunder, and not for any Losses indemnifiable by any other Company Securityholder. Distributions from the Escrow Fund and to Account shall be governed by the terms set forth herein and in conditions of the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value. (b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.