Common use of Escrow Fund Clause in Contracts

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith(a) Simultaneously with the execution and delivery of this Agreement, Parent(i) the Initial Purchasers, upon the written request of Depositor (and only upon satisfaction of all the conditions precedent to closing under the Purchase Agreement), shall deliver and deposit with Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the Stockholder Representative net proceeds from the sale of the Notes, and the (ii) Depositor shall deliver and deposit with Escrow Agent, and Escrow Agent shall have executed and delivered hereby acknowledges receipt of, (x) an escrow agreement amount in form satisfactory cash that, when taken together with the amount deposited pursuant to both Parent and Company the foregoing clause (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory i), is equal to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment 100.0% of the indemnification obligations aggregate principal amount of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by Notes, plus an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name the amount of interest that will accrue on Schedule 2.3(d) hereto. Upon the termination of the Notes through October 31, 2017, to be held in escrow by Escrow Fund Agent and distributed pursuant to and strictly in accordance with the terms and conditions of this Agreement. The amounts deposited pursuant to this Section 2(a), along with the Additional Amounts (as defined in Section 2(b) below), shall collectively be referred to herein as the “Escrowed Property.” Escrow Agent shall promptly deposit, invest and reinvest, as applicable, the Escrowed Property and the proceeds thereof into a trust account (the “Escrow Account”) as provided in Section 3 herein below. Escrow Agent shall release and disburse Escrowed Property only in accordance with the instructions as set forth in “Exhibit A” hereto, or as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, Escrow Agent will only release and disburse Escrowed Property which consists of funds received by Escrow Agent which have cleared normal banking channels. Simultaneously with the execution and delivery of this Agreement, each Company Stockholder Depositor shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable pay to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, Escrow Agent all fees due to Escrow Agent pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.Exhibit C.

Escrow Fund. Concurrently herewithAt the Closing, Parent, the Stockholder Representative Seller and the Escrow Agent Purchaser shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to create an escrow fund (the "“Escrow Fund"”) for by depositing with JPMorgan Chase Bank, National Association or another commercial bank mutually acceptable to Seller and Purchaser (the purposes of securing the payment of the indemnification obligations of the Company Stockholders “Escrow Agent”), pursuant to Article VI. Parent shall deposit into such an escrow agreement substantially in the form of Exhibit C (the “Escrow Fund promptly following Agreement”), an amount of cash equal to the Closing the Aggregate Escrow Amount. The Merger Consideration payable On the date that is twelve (12) months after the Closing Date (such date, the “Escrow Release Date”), subject to the Company Stockholders at provisions of the Closing but for this Section 2.3(d) Escrow Agreement, Purchaser and Seller shall be reduced by jointly instruct the Escrow Agent to promptly pay to Seller an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of amount remaining in the Escrow Fund in accordance with minus any amounts subject to a claim for indemnification by the Purchaser Indemnified Parties (as hereinafter defined) on the Escrow AgreementRelease Date pursuant to Section 11.2. Thereafter, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from promptly, but in no event later than five (5) Business Days following the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount final determination of any indemnification obligationspayments pursuant to Section 11.2 owed to Purchaser, and the payment thereof pursuant to Section 11.7, Purchaser and Seller shall jointly instruct the Escrow Agent to promptly pay to Seller all amounts remaining in the Escrow Fund. Notwithstanding anything to the contrary contained herein, no amounts actually paid by the Escrow Agent in connection with a claim pursuant to Section 2.3 to a Purchaser Indemnified Party out of the Interim Period Escrow Fund, if any, shall be payable pursuant to Article VI, paid from the Escrow Fund. The adoption this Section 2.2 out of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith, ParentAs security for the indemnity provided for in Section 8.2 hereof, the Stockholder Representative and the Escrow Certificates shall be deposited by Acquiror in an escrow account with The Chase Manhattan Bank (or other mutually acceptable institution) as Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), as of the Effective Time, such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as terms set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval provisions of an Escrow Agreement to be executed and delivered pursuant to Section 5.16. Upon compliance with the terms hereof and subject to the provisions of this Article VIII, Acquiror and the Surviving Corporation shall be entitled to obtain indemnity from the Escrow Fund for Damages covered by the indemnity provided for in Section 8.2 of this Agreement. Any and all distributions of Acquiror Common Stock issued in respect thereof (including, without limitation, any shares issued pursuant to any stock dividend, stock split, reverse stock split, combination or reclassification thereof) shall be the property of the transactions contemplated hereby, including Principal Stockholder and shall be deposited with the Merger, Escrow Agent. Cash dividends or other property distributed in respect of Acquiror Common Stock shall be delivered to Principal Stockholder and shall not be deposited with or retained by the stockholders of Company Escrow Agent. The Principal Stockholder shall constitute approval of be entitled to exercise any and all voting and other consensual rights pertaining to the Acquiror Common Stock held in the Escrow Agreement and all arrangements related thereto, including Fund (the depositing "Escrow Shares") or any part thereof for any purpose not inconsistent with the terms of the Aggregate Escrow Amount into the Escrow Fundthis Agreement.

Escrow Fund. Concurrently herewith, ParentThe Purchaser shall deposit an amount of Three Million Three Hundred and Ten Thousand U.S. Dollars (US$ 3,310,000) of the Purchase Price in cash (the “Escrowed Cash”) and in Redeemable Ordinary A Shares of the Purchaser (out of the Consideration Shares) (the “Escrowed Shares” and together with the Escrowed Cash, the Stockholder Representative “Escrow Amount”) at the Closing into an escrow account, based on the allocation between Escrowed Cash and Escrowed Shares as set forth in the Waterfall, provided that the portion of the Escrowed Shares shall not exceed the pro rata shares of the Consideration Shares out of the Purchase Price, where the cash portion thereof shall bear interest (the “Escrow Fund”) with the Escrow Agent, to be held by the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with and subject to the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption provisions of this Agreement and the approval escrow agreement in the form attached as Schedule 2.8 hereto (the “Escrow Agreement”) to secure the Indemnified Parties’ right to indemnification in accordance with Section 10 below and for payment to the Purchaser if the Aggregate Purchase Price Adjustment is lower than the Estimated Aggregate Purchase Price Adjustment, in accordance with Section 2.7. The allocation between Escrowed Cash and Escrowed Shares is determined with respect to each Executing Shareholder, as notified prior to the date hereof, and with respect to any Non-Executing Shareholder – to the extent that such shareholder signs a joinder to this Agreement prior to Closing, in accordance with the instructions set forth therein, and to the extent no such joinder was signed, or such Non-Executing Shareholder did not provide written request to receive Consideration Shares, then solely from cash. The Escrow Amount shall be contributed by each Indemnifying Party as set forth in the Waterfall (and, accordingly, if released to the Indemnifying Parties, released on a pro-rata basis in accordance with such Waterfall). The release of the transactions contemplated herebyremaining amounts in the Escrow Fund (except such amounts as are subject to pending Claims under the Escrow Agreement) to the Paying Agent or the 102 Trustee, including as applicable for further distribution to the Merger, by Indemnifying Parties will occur on the stockholders eighteen (18) month anniversary of Company shall constitute approval the Closing subject to the terms of the Escrow Agreement; provided that in the event of any conflict between this Agreement and all arrangements related theretothe Escrow Agreement, including the depositing terms of this Agreement will prevail. In addition, the Purchaser shall deposit the Expense Fund with the Escrow Agent in the accordance with Section 4.6 below and the terms of the Aggregate Escrow Agreement. For the avoidance of doubt, the Expense Fund is addressed in the Escrow Agreement for convenience purposes and the Purchaser shall have no liability in connection therewith. The fees and expenses associated with the services of the Escrow Agent shall be borne solely and completely (100%) by the Purchaser. Notwithstanding the above, in lieu of depositing any amounts in respect of the Escrow Fund on account of the Retained Sellers’ portion of the Purchase Price, it is agreed that such percentage out of the Retained Holdback Amount that corresponds to the retained Sellers’ portion of the Escrow Amount into (the “Heldback Escrow”) shall serve to secure the Indemnified Parties’ right to indemnification in accordance with Section 10 below and for payment to the Purchaser if the Aggregate Purchase Price Adjustment is greater than the Estimated Aggregate Purchase Price Adjustment, in accordance with Section 2.7, and in case of any claims against the Escrow, the portion of the Heldback Escrow that is held by the Purchaser shall be deemed to have been claimed against as well on a pro-rata basis together with any amounts and Consideration Shares in the Escrow Fund, and it will be payable to the Retained Sellers subject to the terms of the Holdback Agreement, only when and if such amount is eligible for release pursuant to the terms of the Escrow Agreement. Such Heldback Escrow shall not be deposited with the Escrow Agent.

Escrow Fund. Concurrently herewith(A) As soon as reasonably practicable after the Closing, Parentbut in no event later than one Business Day following Closing, Parent shall, or shall cause the Payment Agent to, transfer, by wire transfer of immediately available funds, the Stockholder Representative and Escrow Amount to the Escrow Agent shall have executed and delivered an escrow agreement to hold in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act trust as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "“Escrow Fund") for ”), under the purposes terms of securing this Agreement and the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) heretoAgreement. Upon the termination deposit of the Escrow Fund Amount with the Escrow Agent in accordance with the Escrow Agreementpreceding sentence, Parent shall be deemed to have contributed on behalf of each Company Stockholder shall receive such Stockholder's Indemnitors its, his or her Pro Rata Portion previously withheld from of the Merger Consideration otherwise payable Escrow Amount to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption parties hereto agree that, for Tax purposes only, Parent is the owner of the cash in the Escrow Fund and that all interest on or other taxable income, if any, earned from the investment of such cash in the Escrow Fund pursuant to this Agreement shall be treated for Tax purposes as earned by Parent. Furthermore, the parties acknowledge and agree that (i) the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval portion of the Escrow Agreement Fund payable in respect of Company Options held by Specified Optionholders is not intended to be compensation or wages, or subject to withholding as such, unless and all arrangements related thereto, including until such portion (or any part thereof) is distributed to the depositing Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation’s payroll processing system (net of applicable Tax withholding and deductions) and (ii) the portion of the Aggregate Escrow Amount into Fund payable in respect of Company Capital Stock and Company Warrants is intended 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 Tax Law, as appropriate and if and to the extent any such portion of the Escrow FundFund is actually distributed to applicable Company Indemnitors, interest may be imputed on such amount, as required by Section 483 or Section 1274 of the Code.

Escrow Fund. Concurrently herewithWhen making payments of cash to the Company Shareholders in exchange for their shares of Company Common Stock pursuant to Sections 2.01 and 2.02, Parent, the Stockholder Representative and the Escrow Agent Parent shall have executed and delivered withhold an escrow agreement aggregate of Five Million Dollars ($5,000,000) in form satisfactory to both Parent and Company cash (the "“Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory Cash”), and at the Closing Parent shall deliver such Escrow Cash to Parent and the Company shall act SunTrust Bank as escrow agent (the "“Escrow Agent"”). The Escrow Cash shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit 2.03(a) (the “Escrow Agreement”) to be executed at Closing. Parent shall withhold the Escrow Cash by reducing the amount of cash otherwise payable to each Company Shareholder pursuant to Sections 2.01 and 2.02 by an amount equal to such Company Shareholder’s Pro Rata Portion of the Escrow Cash. The Escrow Cash shall be delivered to the Company Shareholders only in accordance with respect to the terms of the Escrow Agreement and this Merger Agreement. The Escrow Cash together with any interest earned on the Escrow Cash shall be held as an escrow fund (the "“Escrow Fund"”) for by the purposes of securing Escrow Agent pursuant to the payment terms of the indemnification obligations Escrow Agreement to provide a source of payment, pursuant to the terms of this Merger Agreement and the Escrow Agreement, of amounts, if any, owing to the Parent Indemnified Persons under Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (if any). In the event that the Merger and this Merger Agreement are approved by the requisite vote of the Company Stockholders Shareholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing VSCA, then all Company Shareholders shall, without any further act of any Company Shareholder, be deemed to have consented to and approved (i) the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination establishment of the Escrow Fund to be used as provided in accordance with this Merger Agreement and the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable Agreement to such Company Stockholder less provide a pro rata amount source of any indemnification obligations, if anypayment, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and all arrangements related theretothis Merger Agreement, including for amounts, if any, owing to Parent Indemnified Persons under Section 9.02 and the depositing reimbursement to Parent of amounts owed Parent under Section 5.11 (if any), and (ii) the appointment of the Aggregate Escrow Amount into Shareholders’ Representative as the representative under the Escrow FundAgreement of the Company Shareholders and as the attorney-in-fact and agent for and on behalf of each such Company Shareholder.

Escrow Fund. Concurrently herewith, Parent(a) As partial security for the indemnity provided for in Section 9.2 of this Agreement, the Stockholder Representative and Escrow Shares (defined in Section 0(c) hereof) shall be registered in the Escrow Agent names of the Holders but shall have be deposited (together with assignments in blank executed and delivered an escrow agreement in form satisfactory to both Parent and Company by the Holders) with First Trust of California, N.A. (or other institution selected by FIC with the "Escrow Agreement"reasonable consent of the Holders' Representatives) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing terms set forth herein and in an Escrow Agreement among FIC, the payment of Escrow Agent and the indemnification obligations of Holders (the Company Stockholders pursuant to Article VI. Parent shall deposit into such "Escrow Fund promptly following Agreement") substantially in the Closing the Aggregate Escrow Amount. The Merger Consideration payable form attached hereto as Exhibit L. Subject to the Company Stockholders at terms of Section 9.3(b) of this Agreement, upon compliance with the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon terms hereof and the termination terms of the Escrow Agreement FIC and the other FIC Indemnitees shall be entitled to obtain indemnification from the Escrow Fund for all Indemnifiable Damages covered by the indemnity provided for in accordance with Section 9.2 of this Agreement. From and after the Closing, upon the valid exercise of Subject Options held by the Subject Optionholders as specified in the Escrow Agreement, each Company Stockholder FIC shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable deliver to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow FundAgent a certificate or certificates issued in the name of such optionholder (or the Escrow Agent under the circumstances specified in the Escrow Agreement) representing additional Escrow Shares, to the extent set forth in the Escrow Agreement. The adoption and approval of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company RMT's shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements related relating thereto, including without limitation the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the appointment of the Holders' Representatives to act for and on behalf of Holders to give and receive notices and communications, to authorize delivery of any shares of FIC Common from the Escrow FundFund in satisfaction of claims by FIC Indemnitees, to object to such deliveries, to agree to, negotiate and enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of such representatives for the accomplishment of the foregoing.

Escrow Fund. Concurrently herewithPromptly after the Effective Time, Parent, the Stockholder Representative and Parent shall deposit with the Escrow Agent shall have executed and delivered an escrow agreement a number of shares of Parent Common Stock represented by a single stock certificate registered in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company name of Canada or another Person mutually satisfactory to Parent and Var & Co., as nominee of the Company shall act as escrow agent (the "Escrow Agent", which together equal the Escrow Amount out of the number of shares of Parent Common Stock otherwise deliverable to the Stockholders pursuant to SECTION 1.6 hereof and shall confirm such deposit with the Escrow Agent. Such deposit of the Escrow Amount (plus any New Shares (as defined in SECTION 7.3(c)(IV) with respect to hereof) shall constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Such shares of Parent Common stock shall be deposited by Parent as, for the purposes of securing the payment this purpose, agent of the indemnification obligations of the Company Stockholders pursuant to Article VI. Stockholders, who shall thereupon, without any act by them, be treated as having received from Parent shall deposit into under SECTION 1.6 such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund Parent Common Stock in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's their respective Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to Portions and then as having deposited such Company Stockholder less a pro rata amount shares of any indemnification obligations, if any, pursuant to Article VI, paid from Parent Common Stock into the Escrow Fund. The adoption Escrow Fund shall be security for the indemnity obligations provided for in SECTION 7.2 hereof. The Escrow Fund shall be available to compensate the Parent 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 VII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement and the approval as of the transactions contemplated hereby, including date hereof between the Merger, by the stockholders of Company shall constitute approval of other signatories hereto. Interests in the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundFund shall be non-transferable.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Stockholders’ Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement in form satisfactory to both Parent and Company (the "“Escrow Agreement"”) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of hold the Escrow Fund with an escrow agent selected by Parent and reasonably acceptable to the Stockholders’ Representative (the “Escrow Agent”), substantially in accordance with the form of Exhibit B hereto. Pursuant to the terms of the Escrow Agreement, each Company Stockholder Parent shall receive such Stockholder's Pro Rata Portion previously withheld from deposit the Merger Consideration otherwise payable Escrow Cash and the Initial Representative Reimbursement Amount into separate escrow accounts, which accounts are to such Company Stockholder less a pro rata amount be managed by the Escrow Agent (the “Escrow Accounts”). Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Cash or of the Initial Representative Reimbursement Amount from the Escrow FundAccounts shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Fund in escrow and the appointment of the Stockholders’ Representative. The parties hereto hereby acknowledge and agree that the Escrow Fund shall be treated as an installment obligation for purposes of the Code, and no party shall take any action or filing position inconsistent with such characterization. Consistent with Proposed Treasury Regulation Section 1.468B-8, for Tax reporting purposes, all interest or other income earned from the investment of the Escrow Fund or any portion thereof in any Tax year shall be reported as allocated to Parent until the distribution of the Escrow Fund (or portion thereof) is determined and thereafter to Parent and the Company Stockholders in accordance with their respective interests in the Escrow Fund.

Escrow Fund. Concurrently herewithFrom and after the Closing, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the any indemnification obligations of Seller or Parent shall be paid first, from the Company Stockholders Escrow Fund pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Agreement; second, after the entire Escrow Fund in accordance with has been paid to a Buyer Group Member or released and returned to Seller pursuant to the terms of the Escrow Agreement, each Company Stockholder directly by Seller or Parent (provided that Providence shall receive such Stockholder's pay directly its Pro Rata Portion previously withheld from Share of Seller’s and Parent’s indemnification obligations pursuant to Providence’s Equity Holder Agreement); provided, that upon or after the Merger Consideration otherwise payable occurrence of any of (a) the voluntary or involuntary dissolution, liquidation or winding up of Seller or Parent, (b) the transfer of more than 25% in value (based on book value calculated as of the Closing) of the assets of Seller or Parent to any third party (unless such Company Stockholder less a third party agrees in writing to assume its pro rata share, based on the book value of the transferred assets calculated as of the Closing, of the obligations of Seller and Parent under this Article X (for which Parent and Seller shall remain fully liable), or (c) the failure of Seller or Parent to pay any amounts required to be paid thereby pursuant to this Agreement within 30 days of such amount of becoming due and payable by the Seller or Parent, then any indemnification obligations, if any, obligations of Seller and Parent not paid to a Buyer Group Member pursuant to Article VIthis Section 10.7 shall be paid (to the extent of Seller’s Pro Rata Share) by each Seller Guarantor (other than Providence Equity Partners IV, paid from the Escrow Fund. The adoption of this Agreement L.P. and the approval of the transactions contemplated herebyProvidence Equity Operating Partners IV, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundL.P.) in accordance with such Seller Guarantor’s Equity Holder Agreement.

Escrow Fund. Concurrently herewithNotwithstanding the provisions of Article I, Parentupon the Closing of the Merger, the Buyer shall issue to each Company Stockholder Representative and 92.5% of the Buyer Common Stock otherwise issuable to such stockholder pursuant to Article I (rounded upward to the nearest whole share). The remaining 7.5% of the Buyer Common Stock issuable to a Company Stockholder in connection with the Merger shall be referred to as "Escrow Shares," collectively, the Escrow Agent Shares shall have executed and delivered an escrow agreement in form satisfactory be referred to both Parent and Company (as the "Escrow Agreement"Fund." The obligation of the Buyer to issue the Escrow Shares otherwise issuable upon the Merger or any such exercise shall be subject to reduction to satisfy the Company's obligations under this Article VII. Damages that: (i) under which Computershare Trust Company are accepted as valid by the Stockholders' Agents; or (ii) are determined to be valid by arbitration as described in this Article VII, shall reduce the number of Canada or another Person mutually satisfactory Escrow Shares issuable to Parent and the Company Stockholders by the number of Escrow Shares (rounded to the closest whole number) equal to such Damages divided by the Escrow Share Market Value. As soon as practicable after the Effective Date, the Escrow Shares shall act be registered in the name of, and be deposited with, State Street Bank (or other institution selected by the Buyer with the reasonable consent of the Company) as escrow agent (the "Escrow Agent") with respect ), such deposit to an escrow fund (constitute the "Escrow Fund") for Fund and to be governed by the purposes of securing terms set forth herein and in the payment of Escrow Agreement attached hereto as Exhibit D. The Escrow Shares shall be beneficially owned by the Company Stockholders and the Escrow Fund shall be the sole and exclusive remedy to compensate the Buyer pursuant to the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundSection 7.1(a).

Escrow Fund. Concurrently herewithAt the Closing, Parentin order to satisfy any obligations of the Seller arising under Article VII hereof, the Stockholder Representative and Purchaser shall, on behalf of the Escrow Agent shall have executed and delivered an Seller, deposit in escrow agreement in form satisfactory to both Parent and Company certificates representing [*] of the [*] (the "Escrow AgreementFund") under which Computershare Trust Company of Canada with U.S. Stock Transfer Corporation or another Person such other agent as shall be mutually satisfactory to Parent and agreeable among the Company shall act as escrow agent parties hereto (the "Escrow Agent") with respect pursuant to an escrow fund the Escrow Agreement to be entered into by and among Parent, the Purchaser, the Seller and the Escrow Agent substantially in the form attached hereto as Exhibit B (the "Escrow FundAgreement") ). The Escrow Agreement shall provide for the purposes of securing the payment distributions of the indemnification obligations Escrow * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fund first, to pay fees and expenses of the Company Stockholders Escrow Fund; second, if and to the extent that Indemnified Parties (as such term is defined in Section 7.2(c) hereof) are entitled (either on the basis of (i) an agreement among the parties hereto (in which case the Seller shall deliver joint written instructions to the Escrow Agent to deliver the amount agreed to be owed in respect of such claims in the manner specified in such instructions) or (ii) a Final Decree (as defined in the Escrow Agreement)) to indemnification pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable VII hereof; and third, with respect to any remaining amounts, to the Company Stockholders at the Closing but for this Section 2.3(d) Seller. Indemnified Parties shall be reduced by an amount equal entitled to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of make claims against the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid Fund. Any payment made from the Escrow Fund. The adoption of this Agreement and , except to Seller, shall be treated as an adjustment to the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundPurchase Price.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement substantially in the form satisfactory to both Parent and Company of Exhibit G hereto (the "“Escrow Agreement"”) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and with the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable Pursuant to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Fund in accordance with the Escrow Agreement, Parent shall deposit one or more certificates in the name of the Escrow Agent representing the Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the “Escrow Account”). Any Escrow Shares, together with any property or other interests payable or distributable in respect thereof, in the Escrow Account are referred to herein as the “Escrow Fund”. In connection with such deposit of the Escrow Shares with the Escrow Agent and as of the Effective Time, each holder of Company Stockholder shall receive Capital Stock will be deemed to have received and deposited with the Escrow Agent each such Stockholder's ’s Pro Rata Portion previously withheld from of the Merger Consideration otherwise payable Escrow Fund, without any act of the Stockholders. The Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such Company Stockholder less a pro rata amount parties for any Losses for which they are entitled to recovery under Article IX hereof. Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Shares from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the Escrow Fundappointment of the Stockholders’ Representative.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Stockholders’ Representative and Parent shall enter into an escrow agreement (the “Escrow Agreement”) with a nationally chartered bank or trust company with assets of not less than Five Billion Dollars ($5 Billion) selected by Parent (the “Escrow Agent”), substantially in the form of Exhibit D hereto. Pursuant to the terms of the Escrow Agreement, Parent shall deposit the Escrow Cash into an escrow account and into a separate escrow account the Expense Reserve, which account is to be managed by the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "“Escrow Agreement") under which Computershare Trust Account”). Any Escrow Cash in the Escrow Account are referred to herein as the “Escrow Fund.” The amount of cash that otherwise would be paid to each holder of Company of Canada or another Person mutually satisfactory Stock at Closing pursuant to Parent at Closing pursuant to Section 2.01(a)(i), and the amount of cash that otherwise would have been paid to each holder of a Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders Option pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) 2.04, shall be reduced by an amount such holder’s percentage interest in the Escrow Cash. Each such holder’s percentage interest in the Escrow Cash shall be equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(dthe quotient obtained by dividing (i) heretothe shares of Company Common Stock included with respect to such holder in the definition of “Fully Diluted Common Shares Amount” plus the True Source Stock by (ii) the difference between (A) the total number of shares included in the definition of “Fully Diluted Common Shares Amount” plus the True Source Stock and (B) the total number of Dissenting Shares. Upon Distributions of any Escrow Cash from the termination Escrow Account shall be governed by the terms and conditions of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Cash in escrow and the Escrow Fundappointment of the Stockholders’ Representative.

Escrow Fund. Concurrently herewithAs soon as practicable after the AECsoft USA Closing Date, ParentBuyer shall deposit the Escrow Amount with the Escrow Agent, such deposit to constitute the Stockholder Representative “Escrow Fund” to be governed by the terms set forth herein and the Escrow Agent Agreement. The Escrow Fund shall have executed and delivered an escrow agreement in form satisfactory be available to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the satisfy any qualifying indemnification obligations of the Company Stockholders claims pursuant to Article VISection 7.02. Parent shall deposit into such The Shareholders and Buyer agree that claims against the Escrow Fund promptly following are not the Closing exclusive remedy of Buyer or any Buyer Indemnified Party under this Agreement, except that claims against the Aggregate Escrow Amount. The Merger Consideration payable to Fund and offsets against the Company Stockholders at the Closing but for this Section 2.3(d) Earnout Payments shall be reduced the exclusive remedy for indemnification claims arising from any inaccuracy in any representations or warranties that do not constitute Fundamental Representations. Other than in the case of fraud or willful breach or intentional misrepresentation, Indemnifiable Damages asserted by an the Buyer Indemnified Parties pursuant to Section 7.02 shall be satisfied first by offsetting the amount equal of such Indemnifiable Damages against any Earnout Payment that has been finally determined to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(dbe payable pursuant to Section 1.02(c) hereto. Upon the termination of and second, if no such Earnout Payment is then payable pursuant to Section 1.02(c) or such Earnout Payment is insufficient to fully satisfy such Indemnifiable Damages, by distribution from the Escrow Fund in accordance with the terms of the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from . The Shareholders obligation to satisfy indemnification claims by the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, Buyer Indemnified Parties pursuant to Article VI, paid Section 7.02 shall be limited to offsets of the Earnout Payments and distributions from the Escrow Fund. The adoption of this Agreement and the approval Fund until such time as claims have been asserted by Buyer Indemnified Parties for aggregate Indemnifiable Damages in excess of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval amount of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into Fund then held by the Escrow FundAgent pursuant to the Escrow Agreement.

Escrow Fund. Concurrently herewith, ParentOn the Closing Date, the Stockholder Representative and Parent or the Merger Sub shall deposit with the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such The Escrow Fund promptly following the Closing the shall represent contingent Aggregate Escrow Amount. The Merger Transaction Consideration payable to the Company Stockholders at Members hereunder to the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of extent the Escrow Fund has not been reduced by operation of this Agreement or in accordance with the Escrow Agreement. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held until the second anniversary of the Closing Date (except as specifically provided in Section 1.8(a)(ii), each Company Stockholder below) as a trust fund and shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable not be subject to such Company Stockholder less a pro rata amount any lien, attachment trustee process or any other judicial process of any indemnification obligationscreditor of any party, if any, pursuant to Article VI, paid from and shall be held and disbursed solely for the Escrow Fund. The adoption of this Agreement purposes and in accordance with the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and as otherwise set forth herein; provided, however, notwithstanding anything to the contrary contained in this Agreement or the Escrow Agreement (i) one-third of all arrangements related thereto, including shares of Parent Stock then in the depositing Escrow Fund shall be released therefrom on the first anniversary of the Aggregate Escrow Amount into Closing Date and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) of Escrowed Parent Stock, valued using the Escrow FundStock Valuation, shall be released on the earlier of (A) the fifth anniversary of the Closing Date; or (B) upon joint agreement of Parent and the Member Representatives confirming the termination or other final resolution of the “Coding Activities” matter with respect to the Company (as referenced in the Disclosure Schedule) has occurred.

Escrow Fund. Concurrently herewithAt the Effective Time, Parentan aggregate amount of cash equal to (x) the Indemnity Escrow Amount, (y) the Tax Escrow Amount and (y) the Stockholder Representative Expense Amount shall be withheld from Initial Merger Consideration and shall be deposited by Parent with the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agent Agreement. The portion of the Indemnity Escrow Amount, the Tax Escrow Amount and the Stockholder Representative Expense Amount contributed on behalf of each Indemnifying Holder shall have executed equal the aggregate Per Share Escrow Contribution of such Indemnifying Holder and delivered an escrow agreement in form satisfactory shall be set forth on the Allocation Certificate. The Indemnity Escrow Amount and Tax Escrow Amount, together with any interest or other income earned thereon (but net of any distributions pursuant to both Parent and Company this Agreement or the Escrow Agreement) (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "“Escrow Fund") for ”), shall be held by the purposes of securing the payment of Escrow Agent to secure the indemnification obligations of the Company Stockholders Indemnifying Holders as provided in Article IX hereof. The Stockholder Representative Expense Amount, together with any interest or other income earned thereon (but net of any reimbursements paid to the Stockholder Representative pursuant to Article VI. Parent shall deposit into such this Agreement or the Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(dAgreement) shall be reduced held by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund Agent in a dedicated escrow account to be used by the Stockholder Representative for the payment of fees, costs and expenses incurred by the Stockholder Representative in the performance of its duties under this Agreement and the Escrow Agreement and shall be disbursed in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement terms hereof and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fundthereof.

Escrow Fund. Concurrently herewithIn the event of a Change in Control, Parentas collateral security for its obligations hereunder, the Stockholder Representative Company shall dedicate and maintain for the Escrow Agent shall have executed and delivered benefit of Indemnitee, for a period of five years following the Change in Control, an escrow agreement account in form satisfactory to both Parent and Company an aggregate amount of five hundred thousand dollars ($500,000) by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in said amount (the "Escrow AgreementReserve") . The terms of the escrow agreement shall provide that upon a Change in Control (a) the escrow shall not be revoked or the principal of the Escrow Reserve invaded without the written consent of the Indemnitee, (b) the escrow agent shall advance within two business days of a request by the Indemnitee any and all Expenses, (c) the escrow agent shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (d) all unexpended funds in such escrow shall revert to the Company upon a final determination by a court of competent jurisdiction that the Indemnitee has been fully indemnified under which Computershare Trust the terms of this Agreement. The escrow agent shall be chosen by the Indemnitee. The Company may in its sole discretion establish an Escrow Reserve in anticipation of Canada or another Person mutually satisfactory to Parent and a Change in Control. Promptly following the establishment of the Escrow Reserve, the Company shall act as escrow agent (provide Indemnitee with a true and complete copy of the "agreement relating to the establishment and operation of the Escrow Agent") Reserve, together with such additional documentation or information with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant Reserve as Indemnitee may from time to Article VItime reasonably request. Parent shall deposit into such Escrow Fund promptly Promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination establishment of the Escrow Fund in accordance with Reserve, the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less deliver a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption copy of this Agreement and to the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of escrow agent for the Escrow Agreement Reserve to evidence to that agent that Indemnitee is a beneficiary of that Escrow Reserve and all arrangements related thereto, including shall deliver to Indemnitee the depositing escrow agent's signed receipt evidencing that delivery. Nothing in this Section 11 shall relieve the Company of the Aggregate Escrow Amount into the Escrow Fundany of its obligations under this Agreement.

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall The Family Participating Lenders have executed and delivered deposited into an escrow agreement in form satisfactory to both Parent and Company account (the "Escrow AgreementAccount") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and maintained by the Company shall act as escrow agent (the "Escrow Agent", by wire transfer, a total of the Maximum Amount in cash, in the respective amounts set forth opposite each Family Participating Lender's name on Schedule I hereto. Confirmation of receipt of these funds shall be immediately provided by the Escrow Agent to the Administrative Agent upon notice to the Escrow Agent that the Effective Date (as defined below) has occurred. Amounts deposited with respect the Escrow Agent as provided by this Section 2, including any accretions and reductions 2 therefrom, are referred to an escrow fund (herein and shall constitute the "Escrow Fund") for ." Commencing on the purposes of securing date on which any Escrow Funds were initially deposited into the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into Escrow Account, such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) funds shall be reduced by an amount equal to each Stockholder's Pro Rata Portion invested in accordance with Section 4(a). Commencing on the Effective Date (as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of defined below), the Escrow Fund shall continue to be invested and shall be held and administered in accordance with the terms and provisions of this Escrow Agreement. The "Effective Date" shall mean the date on which all of the following are executed and delivered to the Family Participating Lenders, in form and substance satisfactory to the Family Participating Lenders: (i) this Escrow Agreement; (ii) the Participation Agreement; (iii) all documents, agreements and instruments necessary or desirable, as determined by the Family Participating Lenders, to create, enforce and perfect the liens, mortgages and security interests of the Family Participating Lenders in the Collateral, as defined in Section 5 hereof; (iv) a copy of all waivers executed by the Banks waiving any Events of Default under the Financing Documents, including Waiver No. 6 under the Credit Agreement; and (v) all other documentation (including legal opinions) requested by the Family Participating Lenders in connection with this Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Participation Agreement and the approval documents referred to in clause (iii) above. The Family Participating Lenders authorize Dechert, their counsel, to notify the Company and the Administrative Agent of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval occurrence of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundEffective Date.

Escrow Fund. Concurrently herewithAt the Closing Date, Parent, Parent shall deliver 830,100 shares of Parent Common Stock (the Stockholder Representative and “Escrow Fund”) to the Escrow Agent Agent, which shall have executed and delivered an be held in escrow agreement in form satisfactory to both Parent and Company (the "“Escrow”) subject to the Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") Agreement for the purposes of securing the payment Shareholders’ indemnity obligations under this Agreement. The Shareholders have requested that the shares of Parent Common Stock deposited into the indemnification obligations of the Company Stockholders Escrow pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing preceding sentence be allocated among the Aggregate Escrow Amount. The Merger Consideration payable Shareholders as set forth on Schedule B to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) heretoDisclosure Letter. Upon the termination Shares of Parent Common Stock deposited into the Escrow Fund in respect of each Shareholder as set forth on such Schedule B shall be deducted from the number of shares of Parent Common Stock otherwise deliverable to each such Shareholder pursuant to Section 2.3 (as adjusted pursuant to Section 2.4). In accordance with the terms of the Escrow Agreement, each Company Stockholder shall receive twelve months following the Closing Date (or, if such Stockholder's Pro Rata Portion previously withheld from date is not on a Business Day, the Merger Consideration otherwise payable first Business Day thereafter), the Escrow Agent will deliver all shares of Parent Common Stock remaining in the Escrow Fund to such Company Stockholder less the Shareholders on a pro rata amount basis (calculated based upon the relative allocations among the Shareholders set forth on Schedule B to the Company Disclosure Letter) to the addresses listed on the Company’s stock records or to an address or account designated by any such Shareholder or the Representative to the Escrow Agent in writing at least ten (10) Business Days prior to such date. Subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute or otherwise relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not ultimately applied in satisfaction of indemnification obligations, if any, pursuant shall be delivered to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundShareholders as described above.

Escrow Fund. Concurrently herewith, ParentAt the Effective Time, the Stockholder Representative Participating Shareholders will be deemed to have received and deposited with the Escrow Agent shall have executed (as defined below) shares of ClickOver Common Stock and delivered ClickOver Preferred Stock (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by ClickOver after the Effective Time) without any act of any Participating Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Participating Shareholder, will be deposited with an escrow agreement in form satisfactory institution acceptable to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent ClickOver and the Company shall act Focalink Securityholder Agent as escrow agent Escrow Agent (the "Escrow Agent") with respect ), such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amountterms set forth herein and at ClickOver's cost and expense. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination portion of the Escrow Fund Amount contributed on behalf of each Participating Shareholder shall be in accordance with proportion to the aggregate ClickOver Common Stock and ClickOver Preferred Stock which such holder would otherwise be entitled to receive under Section 1.6. No portion of the Escrow Agreement, each Company Stockholder Amount shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount be contributed in respect of any indemnification obligationsFocalink Warrants. Subject to the limits of Section 7.2(g) below, the Escrow Fund shall be available to compensate ClickOver for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by ClickOver, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of Focalink contained in Article II herein (as modified by the Focalink Schedules), or any failure by Focalink to perform or comply with any covenant contained herein. ClickOver and Focalink each acknowledge that such Losses, if any, pursuant would relate to Article VIthe unresolved contingencies existing at the Effective Time, paid from which, if resolved at the Escrow Fund. The adoption of this Agreement and Effective Time would have led to a reduction in the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fundaggregate Merger consideration.

Escrow Fund. Concurrently herewithAt the Effective, Parent, Time the Stockholder Representative Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (which amount shall have executed include New Shares in accordance with Section 8.2(c)(ii)) without any act of any stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Company stockholder, will be deposited with Chase Manhattan Bank and delivered an escrow agreement in form satisfactory to both Parent and Company Trust Company, N.A. (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory other institution acceptable to Parent and the Company shall act Securityholder Agent) as escrow agent Escrow Agent (the "Escrow Agent") with respect ), such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing the payment terms set forth herein. The portion of the indemnification obligations Escrow Amount contributed on behalf of each stockholder of the Company Stockholders pursuant shall be in proportion to Article VIthe aggregate Parent Common Stock and portion of the Aggregate Cash Component which such holder would otherwise be entitled under Section 1.6(a) and shall be in the respective share amounts and percentages listed opposite each Company stockholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "Escrow Schedule"). Parent shall deposit into such The Escrow Fund promptly following shall be available to compensate Parent and its affiliates (including the Closing Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (exclusive of any punitive damages asserted solely by Parent or its affiliates and not related to any Third-Party Claim) (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Aggregate Escrow Amount. The Merger Consideration payable to Surviving Corporation) directly or indirectly as a result of (i) any breach of a representation or warranty of the Company Stockholders contained herein (or in any certificate, instrument, schedule or document attached to this Agreement and delivered by the Company in connection with the Merger) or (ii) any failure by the Company to perform or comply with any covenant or obligation contained herein or (iii) Advisors Fees not otherwise accounted for at the Closing but for this under Section 2.3(d6.20(a) shall or (iv) any adjustment under Section 6.20(d)(i); provided that such claims must be reduced by an amount equal to each Stockholder's Pro Rata Portion asserted on or before 5:00 p.m. (California Time) on the Expiration Date. Except as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of otherwise provided herein, Parent may not receive any shares, cash or property from the Escrow Fund unless and until Officer's Certificates (as defined in Section 8.2(d) below) identifying Losses, the aggregate amount of which exceed $100,000 (except in the case of Losses arising from fraud, from Advisor Fees not otherwise accounted for at the Closing under Section 6.20(a) or under 6.20(d)(i), as to each of which such threshold shall not apply), have been delivered to the Escrow Agent as provided in paragraph (f) and such amount is determined pursuant to this Article VIII to be payable; in such case, Parent may recover shares from the Escrow Fund equal in value to all indemnified Losses (including any Losses within the $100,000 threshold) for which there is no objection or any objection had been resolved in favor of Parent, its affiliates or the Surviving Corporation in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption provisions of this Agreement Article VIII. For purposes of this Article VIII, the phrases "Company stockholders" and the approval "stockholders of the transactions contemplated hereby, including the Merger, by Company" shall refer to the stockholders of the Company shall constitute approval of immediately prior to the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundEffective Time.

Escrow Fund. Concurrently herewith, ParentAs security for the indemnity provided for in Section 8.2 hereof, the Stockholder Representative and the Escrowed Consideration shall be deposited by Acquiror in an escrow account with The Chase Manhattan Bank (or other mutually acceptable institution) as Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), as of the Effective Time, such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes terms set forth in this Agreement and the provisions of securing the payment of the indemnification obligations of the Company Stockholders an Escrow Agreement to be executed and delivered pursuant to Article VISection 5.16. Parent shall deposit into such The Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name allocated among the Principal Stockholders on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund a pro-rata basis in accordance with the Escrow Agreementnumber of shares of Target Common Stock held by the Principal Stockholders at the Effective Time (excluding for purposes of this calculation any Dissenting Shares). Upon compliance with the terms hereof and subject to the provisions of this Article VIII, each Company Stockholder Acquiror and the Surviving Corporation shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable be entitled to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid obtain indemnity from the Escrow FundFund for Damages covered by the indemnity provided for in Section 8.2 of this Agreement. Any and all distributions of stock or any securities of Acquiror issued in respect thereof (including, without limitation, any shares issued pursuant to any stock dividend, stock split, reverse stock split, combination or reclassification thereof) shall be the property of the Principal Stockholders, shall be deposited with the Escrow Agent and shall be treated as Escrowed Consideration pursuant to the terms of this Agreement. Cash dividends or other property distributed in respect of Acquiror Common Stock shall be delivered to the Principal Stockholders on a pro-rata basis in accordance with the number of shares of Target Common Stock held by the Principal Stockholders at the Effective Time and shall not be deposited with or retained by the Escrow Agent. The adoption Principal Stockholders shall be entitled to exercise any and all voting and other consensual rights pertaining to the Acquiror Common Stock held in the Escrow Fund (the "Escrow Shares") or any part thereof for any purpose not inconsistent with the terms of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundAgreement.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Stockholders’ Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement in form satisfactory to both (the “Escrow Agreement”) with an escrow agent selected by Parent and Company reasonably acceptable to the Stockholders’ Representative (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "“Escrow Agent") with respect to an escrow fund (”), substantially in the "Escrow Fund") for the purposes form of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VIExhibit B hereto. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable Pursuant to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Fund in accordance with the Escrow Agreement, Parent shall deposit one or more certificates in the name of the Escrow Agent representing the Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the “Escrow Account”). Any Escrow Shares in the Escrow Account are referred to herein as the “Escrow Fund”. In connection with such deposit of the Escrow Shares with the Escrow Agent and as of the Effective Time, each holder of Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from Stock will be deemed to have received and deposited with the Merger Consideration otherwise payable Escrow Agent each stockholder’s pro rata interest in the Escrow Fund as determined as of Closing by reference to such stockholder’s ownership of shares of Company Stockholder less a pro rata amount Stock (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), without any act of the stockholders of the Company (the “Company Stockholders”). Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Shares from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the appointment of the Stockholders’ Representative. No portion of the Escrow FundFund shall be contributed in respect of any Company Option or any warrant or other security exercisable or convertible into Company Stock. No Parent Shares contributed to the Escrow Fund shall be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Surviving Corporation.

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to with an escrow agent selected by Parent and reasonably acceptable to --------- the Company shall act as escrow agent Stockholders' Representative (the "Escrow Agent") substantially in the form ------------ of Exhibit C hereto. Pursuant to the terms of the Escrow Agreement, at the -------- Closing, Parent shall deposit one or more certificates representing, in the aggregate, the Escrow Shares otherwise issuable into an escrow account, which account is to be managed by the Escrow Agent (the "Escrow Account"). In -------------- connection with such deposit of the Escrow Shares with the Escrow Agreement and as of the Effective Time, each holder of Company Stock will be deemed to have received and deposited with the Escrow Agent each stockholder's pro rata interest in the Escrow Shares as determined as of the Closing by reference to such stockholder's ownership of shares of Common Stock (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 an escrow fund shares constituting the Escrow Account), without any act of any stockholder. Distributions of any Escrow Shares from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement (any Escrow Shares in the Escrow Account being referred to as the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund). The adoption of this Agreement and the ----------- approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including without limitation the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the appointment of the Stockholders' Representative. No portion of the Escrow FundFund shall be contributed in respect of any Company Options or any warrant or other security exercisable or convertible into Company Common Stock. No Parent Shares contributed to the Escrow Fund shall be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Surviving Corporation.