Common use of Escrow Fund Clause in Contracts

Escrow Fund. (a) At the Closing, Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At the Closing, Acquiror will Acquirer shall withhold the Cash Escrow Amount from the Purchase Consideration issuable pursuant to Section 1.3(a) and shall deposit the Cash Escrow Amount with ▇▇▇▇▇ Fargo Bank, N.A. (or another institution selected by Acquirer and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by the Escrow Agent an amount equal from time to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amounttime, the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the escrow agreement in the form mutually agreed to by Acquirer and the Shareholders’ Agent (the “Escrow Agreement”). The Escrow Fund will be governed by shall constitute partial security for the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available benefit of Acquirer (ion behalf of itself or any other Indemnified Person) with respect to indemnify Acquiror any Indemnifiable Damages pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf obligations of the Former Stakeholders to Acquiror pursuant to Company Securityholders under Section 2.131.6(f), Section 1.6(g) and this Article IX. The Stakeholders’ Escrow Agent shall hold the Escrow Amount will Fund until 11:59 p.m. Pacific time on the date (the “Escrow Release Date”) that is five Business Days after the date that is 18 months after the Closing. The Founders shall not receive interest or other earnings on the cash in the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be availablepledged, without the requirement subjected to any Encumbrance, sold, assigned or transferred by any Founder or be taken or reached by any legal or equitable process in satisfaction of any consent debt or approval other Liability of any Founder, in each case prior to the distribution of the Escrow Fund to any Founder in accordance with Section (b), except that each Founder shall be entitled to assign such Founder’s rights to such Founder’s Escrow Pro Rata Share of the Escrow Fund by Acquirorwill, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence laws of intestacy or willful misconduct on the part by other operation of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amountlaw. (b) On the first Within five Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror and the StakeholdersEscrow Agent will distribute to each Founder such Founder’s Escrow Pro Rata Share of the Escrow Fund less that portion of the Escrow Fund that is subject to an outstanding Claim Certificate that was delivered to the Shareholders’ Agent will and necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Shareholders’ Agent on or prior to the Escrow Release Date in accordance with this Article IX. Any portion of the Escrow Fund held by the Escrow Agent following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be obligated to instruct distributed by the Escrow Agent to pay to the Founders within five Business Days following resolution of such claims and in accordance with each Former Stakeholder, in immediately available funds from the Indemnity such Founder’s Escrow Amount Pro Rata Share of such portion of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At the Closing, Acquiror will deposit with Acquirer shall withhold the Escrow Agent an amount equal Amount from the portion of the Adjusted Consideration payable pursuant to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”Section 1.1(d)(i), plus (bSection 1.1(d)(ii) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”Section 1.1(d)(iii). The Escrow Fund will be governed by shall constitute partial security for the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available benefit of Acquirer (ion behalf of itself or any other Indemnified Person) with respect to indemnify Acquiror any Indemnifiable Damages pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf obligations of the Former Stakeholders to Acquiror pursuant Indemnifying Holders under Section 1.2(g) and this Article VII. Subject to Section 2.137.4, Acquirer shall hold the Escrow Fund until the date (the “Escrow Release Date”) that is 18 months after the Closing Date. The Stakeholders’ Agent Indemnifying Holders shall not receive interest or other earnings on the cash in the Escrow Amount will Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be availablepledged, without the requirement subjected to any Encumbrance, sold, assigned or transferred by any Indemnifying Holder or be taken or reached by any legal or equitable process in satisfaction of any consent debt or approval other Liability of any Indemnifying Holder, in each case prior to the distribution of the Escrow Fund to any Indemnifying Holder in accordance with Section 7.1(b), except that each Indemnifying Holder shall be entitled to assign such Indemnifying Holder’s rights to such Indemnifying Holder’s Pro Rata Share of the Escrow Fund by Acquirorwill, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence laws of intestacy or willful misconduct on the part by other operation of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amountlaw. (b) On the first Within five (5) Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror and Acquirer (or its agent) will distribute (by check or wire transfer to the Stakeholders’ Agent will be obligated to instruct account instructions set forth in the Escrow Agent to pay Spreadsheet) to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each Indemnifying Holder such Former StakeholderIndemnifying Holder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount Share of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount less that portion of the Escrow Fund and (ii) a reserve amount equal that relates to the estimate unsatisfied Claims for Indemnifiable Damages that have not finally been disposed of or disputed claims for Indemnifiable Damages set forth that have been objected to pursuant to Section 7.7, which amounts shall remain in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended until such Claims have been satisfied or resolved in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar accordance with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow AgreementSection 7.7.

Escrow Fund. To provide a fund against which an Acquiror Indemnified Party may assert claims of indemnification under this Article VIII (a) At the Closing, an “Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow AmountIndemnification Claim”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively Amount shall be deposited into escrow pursuant to the Escrow Agreement in accordance with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”)Section 2.9. The Escrow Fund will shall be governed by the terms set forth held and distributed in accordance with this Article VIII and the Escrow Agreement. The Indemnity Each Acquiror Indemnification Claim shall be made only in accordance with this Article VIII and the Escrow Amount will be available (i) to indemnify Agreement. An Acquiror pursuant Indemnified Party shall seek monetary recourse for Acquiror Indemnification Claims solely by offset against the Escrow Fund. Notwithstanding anything to the indemnification provisions contrary contained in this Agreement, none of the limitations set forth in this Section 9Article VIII shall apply to any action for specific performance, injunctive relief or other equitable remedy. Acquiror, Sub and the Company agree for all tax purposes: (i) the optionholders’ portion of the Escrow 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) to make any payment on behalf the right of the Former Stakeholders 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 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part 468B(g) of the Stakeholders’ Agent Code and arising out of or in connection with the acceptance or administration of its duties under this Agreement Proposed Treasury Regulation Section 1.468B-8; (iv) if and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount extent any amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount stockholders’ portion of the Escrow Fund is actually distributed to the stockholders, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iiv) in no event shall the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve total amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal paid to the estimate stockholders and optionholders under this Agreement exceed an amount to be designated by the Stockholder Representatives prior to the Closing. Clause (v) of Damages set forth in the Claims Notices relating preceding sentence is intended to all pending and unresolved Claims. Any reserve amounts held in ensure that the Indemnity Escrow Amount right of the stockholders to the stockholders’ portion of the Escrow Fund following the Final Claim Termination Date that are is not expended in resolving treated as a Claim shall be disbursed to the Former Stakeholders upon final resolution contingent payment without a stated maximum selling price under Section 453 of the Claim to which it relates or if a reasonable person familiar Code and the Treasury Regulations promulgated thereunder. Acquiror, Sub and the Company shall file all Tax Returns consistently with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementforegoing.

Escrow Fund. (a) At the ClosingIf a Triggering Event shall have occurred and be continuing, Acquiror will deposit with the Escrow Borrower shall pay to Administrative Agent an amount equal to the sum of on each Payment Date (a) Three Million Dollars one twelfth of an amount which would be sufficient to pay the Property Taxes payable, or reasonably estimated by Administrative Agent to be payable, during the next ensuing twelve ($3,000,00012) (the “Stakeholders’ Agent Escrow Amount”), plus months and (b) Fifty Five Million Dollars ($55,000,000) if the liability or casualty policies of insurance maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 5.1 hereof, one twelfth of an amount which would be sufficient to pay the insurance premiums due for the renewal of the coverage afforded by the policies of the insurance required pursuant to Section 5.1 hereof upon the expiration thereof (the “Indemnity Escrow Amount” amounts in (a) and collectively with the Stakeholders’ Agent Escrow Amount, (b) above shall be called the “Escrow Fund”). During any time the foregoing sentence shall be in effect, Borrower agrees to notify Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Property Taxes and insurance premiums of which it has obtained knowledge (to the extent such premiums are required to be escrowed hereunder) and authorizes Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to Section 2.6(a) shall be added together and shall be paid as an aggregate sum by Borrower to Administrative Agent. Administrative Agent will apply the Escrow Fund to payments of Property Taxes and insurance premiums (to the extent such premiums are required to be governed escrowed hereunder) required to be made by Borrower pursuant to Sections 9.14 and 5.1 hereof. If the terms amount of the Escrow Fund shall exceed the amounts due for Property Taxes and insurance premiums pursuant to Sections 9.14 and 5.1 hereof, Administrative Agent shall, at Borrower’s election, credit such excess against future payments to be made to the Escrow Fund or deposit such excess funds into the Sweep Account. In allocating such excess, Administrative Agent may deal with the person shown on the records of Administrative Agent to be the owner of the Property. If at any time prior to a Triggering Event Termination Administrative Agent reasonably determines that the Escrow Fund together with the amounts required to be paid by Borrower pursuant to the first sentence of this Section 9.15 is not sufficient to pay the items set forth in (a) and (b) above, to the extent funds in the Sweep Account are insufficient Borrower shall promptly pay to Administrative Agent, upon demand, an amount which Administrative Agent shall estimate as sufficient to make up the deficiency (such amount, an “Escrow Fund Deficiency Amount”). The Escrow Fund shall not constitute a trust fund. Upon an Extended Triggering Event Termination, Administrative Agent shall disburse all sums in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) Fund to indemnify Acquiror pursuant to the indemnification provisions set forth an account designated by Borrower in this Section 9, writing and (ii) any obligation to make any payment on behalf under this Section 9.15 shall terminate, subject to such obligations again arising if a subsequent Triggering Event shall have occurred and be continuing. The Escrow Fund shall be a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Escrow Fund; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. (b) Borrower shall have the right to deliver a Letter of Credit in lieu of making payments to the Escrow Fund subject to the following terms and conditions: the aggregate amount of any such Letter of Credit deposited with respect to the Escrow Fund shall at all times be at least equal to the aggregate amount that Borrower would be required to deposit in the Escrow Fund over the next twelve (12) month period; in the event that a Letter of Credit is delivered in lieu of any portion of the Former Stakeholders to Acquiror pursuant to Escrow Fund, Borrower shall be responsible for the payment of Property Taxes, and Lenders shall not be responsible therefor; and each Letter of Credit delivered under this Section 2.13. The Stakeholders’ Agent Escrow Amount will shall be available, without additional security for the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part payment of the Stakeholders’ Agent Loan and arising out of or in connection all sums payable with respect to the acceptance or administration of its duties Loan under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claimsother Loan Documents. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim invested pursuant to this Section 9.15 shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth invested solely in the Escrow AgreementPermitted Investments.

Escrow Fund. (ai) At Notwithstanding the Closingforegoing clause (c), Acquiror will if (i) there is a dispute as to any indemnification claim set forth in a Notice pursuant to Section 10.06(a) above, (ii) the Indemnifying Party is the Indemnifying Securityholders, or any of them, and (iii) one or more installments of the Total Deferred Proceeds remain unpaid at such time, then Buyer shall deposit an amount in cash equal to the amount of Losses in controversy with respect to such dispute (or, in the event such amount exceeds the unpaid portion of the Total Deferred Proceeds at such time, an amount in cash equal to the amount of Total Deferred Proceeds remaining unpaid) (each such amount deposited, an “Escrow Amount”) into escrow with SunTrust Bank, or such other bank or trust company selected by Buyer with Securityholders Representative’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) (the “Escrow Agent”), to be held by the Escrow Agent until a Final Determination is made with respect to such dispute and thereafter distributed by the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agent’s standard form of escrow agreement (the “Escrow Agreement”). (ii) Notwithstanding the foregoing, if a dispute is with regard to a Notice that applies to a particular Seller pursuant to Section 10.02(b), then the amount deposited with the Escrow Agent an amount equal of the Total Deferred Proceeds shall only be from the portion of the Total Deferred Proceeds payable to the sum of such particular Seller and shall be administered hereunder as a separate Escrow Amount (a) Three Million Dollars ($3,000,000) (the a “Stakeholders’ Agent Separate Seller Escrow Amount”) applicable to only such Seller and the particular claim or claims applicable to such Seller. If as a result of the deposit of such Separate Seller Escrow Amount into escrow to satisfy any such claim against a particular Seller, or the payment of any such amounts to Buyer as provided below or in accordance with Section 10.06(b)(ii) above, the remaining amount of such Seller’s portion of Total Deferred Proceeds is insufficient to cover such Seller’s portion of indemnifications claims for which all Sellers are jointly and severally liable and which would have otherwise been satisfied from the Total Deferred Proceeds but for the deposit or payment of any Separate Seller Escrow Amount (or payment in accordance with Section 10.06(b)(ii) above), plus then such Seller shall be individually liable to Buyer to the extent of such insufficiency. (biii) Fifty Five Million Dollars The Escrow Amounts ($55,000,000) (including all Separate Seller Escrow Amounts”), and all interest and other direct or indirect earnings thereon after the Closing, are collectively hereinafter referred to as the “Indemnity Escrow Fund.” (iv) In the event that as a result of a Final Determination, an Escrow Amount (or some portion thereof) or a Separate Seller Escrow Amount (or some portion thereof) is owed to the Buyer Indemnified Parties (such amount owed, the “Final Adjustment Amount” and collectively with the Stakeholders’ Agent difference between the Final Adjustment Amount and the Escrow Amount or Separate Seller Escrow Amount, if any, as applicable, the “Escrow FundRemainder”), then within three Business Days of the Final Determination, Buyer and Securityholders Representative shall execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release to Buyer the Final Adjustment Amount and the Remainder, if any, shall be held by the Escrow Agent until such time as it is payable as Total Deferred Proceeds hereunder, at which point Buyer and Securityholders Representative shall execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release to Sellers, the Optionholder and the Indemnifying Bonus Plan Participants, as applicable, the Remainder. In such event, the Total Deferred Proceeds owed by Buyer hereunder shall be automatically reduced by the Final Adjustment Amount with such reduction applied first to the last Total Deferred Proceeds held in escrow that would have been otherwise payable under this Agreement. (v) In the event that as a result of a Final Determination, an Escrow Amount (or some portion thereof) or a Separate Seller Escrow Amount (or some portion thereof) is not owed to the Buyer Indemnified Parties, then within three Business Days of the Final Determination, Buyer and Securityholders Representative shall execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release to Sellers, the Optionholder and the Indemnifying Bonus Plan Participants, as applicable, such Escrow Amount (or such portion thereof) or such Separate Seller Escrow Amount (or such portion thereof) and the remainder, if any, shall be held by the Escrow Agent until such time as it is payable as Total Deferred Proceeds hereunder, at which point Buyer and Securityholders Representative shall execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release to Sellers, the Optionholder and the Indemnifying Bonus Plan Participants, as applicable, such remainder. In such event, any such Escrow Amounts or Separate Seller Amounts so released shall (if released prior to the date otherwise payable as Total Deferred Proceeds) be treated as an advanced payment of the Total Deferred Proceeds owed by Buyer hereunder and Buyer’s obligation to make future payments shall be correspondingly reduced by such released amounts. (vi) The Parties acknowledge that Buyer shall be treated as the owner of the entire Indemnity Escrow Fund will and shall be governed by responsible for any Taxes attributable to income earned in respect of the Indemnity Escrow Fund until such time as the Indemnity Escrow Fund is disbursed in accordance with the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, . All cash included in the Indemnity Escrow Fund shall be held in an interest-bearing account in accordance with the terms of the Escrow Agreement and in no event Buyer will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid receive from the Indemnity Escrow Amount. (b) On Fund on a quarterly basis a distribution equal to the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from amount of taxable income earned on the Indemnity Escrow Amount Fund multiplied by the highest marginal federal, state and local income tax rate applicable to Buyer for purposes of the Escrow Fund, a dollar amount equal Buyer’s payment of any Taxes attributable to each such Former Stakeholder’s Pro Rata Portion income earned in respect of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived as further provided by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At Pursuant to Section 2.2(e) of the Merger Agreement, at the Closing, Acquiror will deposit with the Emdeon Entities shall deliver to the Escrow Agent an amount equal (i) a certification in the form attached hereto as Exhibit A (the “Equity Escrow Certification”) (which Equity Escrow Certification may be delivered and/or replaced from time to time in accordance with the sum of terms hereof) executed by the Emdeon Entities and the Members’ Representative evidencing the 758,000 EBS Master Units held in escrow hereunder (a) Three Million Dollars ($3,000,000which EBS Master Units are uncertificated) (the “Stakeholders’ Escrowed EBS Master Units”) and (ii) $4,750,000 in cash by wire transfer to an account designated in writing by the Escrow Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrowed Cash”). Subject to the terms hereof, the Escrowed Cash, Escrowed EBS Master Units and the Equity Escrow Amount” and collectively Certification shall be deposited with the Stakeholders’ Agent Escrow AmountAgent, with the Escrowed Cash held for the benefit of, and with beneficial ownership of the Escrowed EBS Master Units expressly allocated among, certain Company Members as set forth in Schedule A attached hereto in accordance with their pro rata interests listed on Schedule A hereto (collectively, the “Escrow FundBeneficiary Members”). The Escrowed EBS Master Units and Escrowed Cash shall constitute the “Escrow Fund will Fund” and shall be governed by the terms set forth in the Escrow Agreementherein. The Indemnity Escrow Amount will Fund shall be available (i) to indemnify Acquiror available, pursuant to the indemnification provisions set forth in this Section 9terms and conditions hereof, and (ii) to make any payment on behalf satisfy claims of the Former Stakeholders to Acquiror Emdeon Indemnified Persons pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part Article VII of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Merger Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On Except as the first Business Day following the Initial Claim Termination Date, Acquiror Emdeon Entities and the StakeholdersMembers’ Agent will be obligated Representative may from time to time otherwise jointly instruct the Escrow Agent to pay to each Former Stakeholderin writing, Escrow Agent shall invest, or reinvest, without distinction between principal and income, the Escrowed Cash in immediately available funds from the Indemnity Escrow Amount accordance with Schedule B. All investment earnings shall become part of the Escrowed Cash and investment losses shall be charged against the Escrowed Cash. Escrow Fund, a dollar amount equal Agent is authorized to each such Former Stakeholder’s Pro Rata Portion liquidate in accordance with its customary procedures any portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount Escrowed Cash consisting of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal investments to the estimate of Damages set forth in the Claims Notices relating provide for payments required to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow made under this Agreement.

Escrow Fund. (a) At Upon the Closing, Acquiror the Cash Escrow Amount and the Stock Escrow Amount will deposit be deposited into an escrow account with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) as specified in Section 1.4 (the “Stakeholders’ Agent Escrow Amount”)aggregate amount of cash and shares of Buyer Common Stock so held in escrow from time to time, plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” together with interest, if any, and collectively with the Stakeholders’ Agent Escrow Amountother income earned on such cash and stock dividends declared and paid in respect of such shares, the “Escrow Fund”)) to serve as collateral and partial security for certain rights of Buyer hereunder. The Escrow Fund will be governed by Except to the terms set forth extent there is a cancellation of shares of Buyer Common Stock held in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or Fund in connection with any Damages, shares of Buyer Common Stock held in the acceptance or administration Escrow Fund shall be treated by Buyer as issued and outstanding stock of its duties under this Buyer and Sellers shall be entitled to exercise voting rights in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and in no event will any of to receive dividends with respect to such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amountshares. (b) On At or prior to the first Business Day following Closing, Buyer and Sellers’ Representative shall designate Deutsche Bank to act as escrow agent in connection with the Initial Claim Termination Datetransactions contemplated by this Agreement (the “Escrow Agent”) pursuant to the terms of an escrow agreement substantially in the form of Exhibit C (the “Escrow Agreement”), Acquiror which provides, among other things, for releases from the Escrow Fund, as necessary, to secure the rights of Buyer as set forth in ARTICLE VII. At the Closing, Buyer shall deposit the Cash Escrow Amount and Buyer shall deposit the Stock Escrow Amount, in each case, with the Escrow Agent. The Cash Escrow Amount and the Stakeholders’ Agent will Stock Escrow Amount shall be obligated to instruct held, administered and released by the Escrow Agent to pay in accordance with the terms of the Escrow Agreement. (c) The funds and shares of Buyer Common Stock held in the Escrow Fund shall be released as follows: (i) to each Former StakeholderSeller, on the first anniversary of the Closing Date (the “First Escrow Release Date”), such Seller’s Pro Rata Share of the First Escrow Release Amount; (ii) to each Seller, on the second anniversary of the Closing Date (the “Second Escrow Release Date”, and, together with the First Escrow Release Date, the “Escrow Release Dates”), such Seller’s Pro Rata Share of the Second Escrow Release Amount; and (iii) to each Seller, after the Second Escrow Release Date, such Seller’s Pro Rata Share of any funds and/or shares of Buyer Common Stock held in immediately available funds from the Indemnity Escrow Amount Fund to secure pending claims for indemnification pursuant to ARTICLE VII, to the extent not released to Buyer in connection with such claims, as the case may be, upon the earlier of (A) the final resolution of such pending claim and (B) if no Action has been commenced with respect to such pending claim, on the six (6) month anniversary of the Second Escrow Release Date. (d) The parties hereto acknowledge and agree that Buyer shall be responsible for any initial setup fees associated with the establishment of the Escrow Fund as well as for any remaining fees, costs and expenses associated with the maintenance of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At the Closing, Acquiror will deposit with the Escrow Agent an amount equal In addition to the sum initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) Three Million Dollars one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve ($3,000,00012) (the “Stakeholders’ Agent Escrow Amount”), plus months and (b) Fifty Five Million Dollars ($55,000,000) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the “Indemnity Escrow Amount” amounts in (a) and collectively with the Stakeholders’ Agent Escrow Amount, (b) above shall be called the “Escrow Fund”). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund will and the payments of interest or principal or both, payable pursuant to the Note shall be governed added together and shall be paid as an aggregate sum by the terms set forth Borrower to Lender. Provided there are sufficient amounts in the Escrow Agreement. The Indemnity Escrow Amount will Fund and no Event of Default exists, Lender shall be available (i) obligated to indemnify Acquiror pursuant to pay the indemnification provisions set forth in this Section 9, Taxes and (ii) to make any payment Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Former Stakeholders Escrow Fund to Acquiror the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 2.13Sections 3.3 and 3.4 hereof. The Stakeholders’ Agent Escrow Amount will be available, without If the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”a) and (Bb) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Dateabove, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to Borrower shall promptly pay to each Former StakeholderLender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in immediately available funds from the Indemnity Escrow Amount of the Escrow FundSection 3.11), a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of no earnings or interest on the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed payable to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow AgreementBorrower.

Escrow Fund. The Escrow Amount (ai) At the Closing, Acquiror will deposit with shall be held in an account of the Escrow Agent an amount equal Agent, to be established and maintained by the sum of Escrow Agent, and (aii) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”)as adjusted from time to time, plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively together with the Stakeholders’ Agent Escrow Amountany interest thereon, shall be referred to as the “Escrow Fund”). The Escrow Agent shall release the Escrow Fund will be governed by in accordance with the terms set forth in of the Escrow Agreement. The Indemnity Escrow Amount will be available Sellers’ Representative (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment acting solely on behalf of the Former Stakeholders Sellers and in its capacity as the Sellers’ Representative, not in its individual capacity) and the Purchaser each agrees to Acquiror reimburse the Escrow Agent (or each other in the event that either has already paid amounts to the Escrow Agent) for fifty percent (50%) of any amounts that become due to the Escrow Agent pursuant to Section 2.13. The Stakeholdersthe terms of the Escrow Agreement; provided that the foregoing provision allocating liability fifty percent (50%) to the Purchaser and fifty percent (50%) to the Sellers’ Agent Escrow Amount will Representative (acting solely on behalf of the Sellers) may not be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred relied upon: (i) by the Stakeholders’ Purchaser where the liability to the Escrow Agent without has resulted from the Purchaser’s fraud, gross negligence or willful misconduct misconduct, in which case the Sellers’ Representative shall be entitled to seek reimbursement from the Purchaser to the extent the Sellers’ Representative (acting solely on the part behalf of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable Sellers) has paid to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, any amounts in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and connection therewith; or (ii) by the sum of (A) Twenty Three Million Dollars ($23,000,000) (Sellers’ Representative where the “Three Year Escrow Amount”) and (B) a reserve amount equal liability to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholderhas resulted from the Sellers’ Representative’s or any Seller’s fraud, gross negligence or willful misconduct, in immediately available funds which case the Purchaser shall be entitled to seek reimbursement from the Indemnity Escrow Amount of Sellers to the extent the Purchaser has paid to the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held Agent any amounts in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementconnection therewith.

Escrow Fund. (a) At the Closing, Acquiror will deposit with Parent shall withhold the Escrow Agent an amount equal Amount from the Closing Stock Consideration payable pursuant to Section 1.2(a) and shall deposit the Escrow Amount with U.S. Bank N.A. (or another institution selected by Parent and reasonably acceptable to the sum of Sellers) as escrow agent (a) Three Million Dollars ($3,000,000the “Escrow Agent”) (the “Stakeholders’ aggregate value of the Escrow Amount so held by Escrow Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amountfrom time to time, the “Escrow Fund”). The , which Escrow Fund will shall be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, . The Escrow Fund shall constitute partial security for the benefit of Parent and in no event will Acquirer (on behalf of itself or any of such liabilities, losses, damages, penalties, fines, costs or expenses payable other Indemnified Person) with respect to any indemnifiable Damages pursuant to the Stakeholders’ indemnification obligations of the Sellers (each a “Seller Indemnifying Party” and, together with Parent, an “Indemnifying Party”) under this Article IX. Subject to Section 9.4, the Escrow Agent shall hold the Escrow Fund until 11:59 p.m. Pacific Standard Time on the date (the “Escrow Release Date”) that is nine (9) months after the Closing. None of the parties will receive interest or other earnings on the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be paid from pledged, subjected to any Encumbrance, sold, assigned or transferred by any party or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any party, in each case prior to the Indemnity distribution of the Escrow AmountFund to such party in accordance with this Article IX. (b) On the first Within five (5) Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent Agent, pursuant to pay the terms of the Escrow Agreement, will distribute to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount Seller such Sellers’s Pro Rata Share of the Escrow Fund, a dollar amount equal to in each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount case less that portion of the Escrow Fund and (ii) that is determined in good faith, in the sum reasonable judgment of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal Parent, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered by Parent to the estimate of Damages set forth Sellers on or prior to the Escrow Release Date in accordance with this Article IX, which portion shall remain in the Claims Notices relating to all pending and unresolved ClaimsEscrow Fund until such claims for Damages have been resolved or satisfied. On Any portion of the first Business Day Escrow Fund held by the Escrow Agent following the Final Claim Termination Date, Acquiror and Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Parent upon the Stakeholders’ Agent will resolution of such claims shall be obligated to instruct distributed by the Escrow Agent to pay to each Former Stakeholder, the Sellers within five (5) Business Days following resolution of such claims and in immediately available funds from the Indemnity Escrow Amount accordance with such Sellers’s Pro Rata Share of such portion of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At Upon the Closing, Acquiror the Cash Escrow Amount and the Stock Escrow Amount will deposit be deposited into an escrow account with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) as specified in Section 1.4 (the “Stakeholders’ Agent Escrow Amount”)aggregate amount of cash and shares of Buyer Common Stock so held in escrow from time to time, plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” together with interest, if any, and collectively with the Stakeholders’ Agent Escrow Amountother income earned on such cash and stock dividends declared and paid in respect of such shares, the “Escrow Fund”)) to serve as collateral and partial security for certain rights of Buyer hereunder. The Escrow Fund will be governed by Except to the terms set forth extent there is a cancellation of shares of Buyer Common Stock held in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or Fund in connection with any Damages, shares of Buyer Common Stock held in the acceptance or administration Escrow Fund shall be treated by Buyer as issued and outstanding stock of its duties under this Buyer and Sellers shall be entitled to exercise voting rights in accordance with the terms of the Escrow Agreement and the Escrow Agreement, and in no event will any of to receive dividends with respect to such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amountshares. (b) On At or prior to the first Business Day following Closing, Buyer and Sellers’ Representative shall designate Deutsche Bank to act as escrow agent in connection with the Initial Claim Termination Datetransactions contemplated by this Agreement (the “Escrow Agent”) pursuant to the terms of an escrow agreement substantially in the form of Exhibit C (the “Escrow Agreement”), Acquiror which provides, among other things, for releases from the Escrow Fund, as necessary, to secure the rights of Buyer as set forth in ARTICLE VII. At the Closing, Buyer shall deposit the Cash Escrow Amount and Buyer shall deposit the Stock Escrow Amount, in each case, with the Escrow Agent. The Cash Escrow Amount and the Stakeholders’ Agent will Stock Escrow Amount shall be obligated to instruct held, administered and released by the Escrow Agent to pay in accordance with the terms of the Escrow Agreement. (c) The funds and shares of Buyer Common Stock held in the Escrow Fund shall be released as follows: (i) to each Former StakeholderSeller, on the first anniversary of the Closing Date (the “First Escrow Release Date”), such Seller’s Pro Rata Share of the First Escrow Release Amount; (ii) to each Seller, on the second anniversary of the Closing Date (the “Second Escrow Release Date”, and, together with the First Escrow Release Date, the “Escrow Release Dates”), such Seller’s Pro Rata Share of the Second Escrow Release Amount; and (iii) to each Seller, after the Second Escrow Release Date, such Seller’s Pro Rata Share of any funds and/or shares of Buyer Common Stock held in immediately available funds from the Indemnity Escrow Amount Fund to secure pending claims for indemnification pursuant to ARTICLE VII, to the extent not released to Buyer in connection with such claims, as the case may be, upon the earlier of (A) the final resolution of such pending claim and (B) if no Action has been commenced with respect to such pending claim, on the six (6) month anniversary of the Second Escrow Release Date. (d) The parties hereto acknowledge and agree that Buyer shall be responsible for any initial setup fees associated with the establishment of the Escrow Fund as well as for any remaining fees, costs and expenses associated with the maintenance of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At Pursuant to Section 1.3.1(viii) and Section 8 of the ClosingSecurities Purchase Agreement, Acquiror will deposit the Investor shall cause the Escrow Amount to be deposited with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively in accordance with the Stakeholders’ time periods to be mutually agreed upon by the Parties. The Escrow Agent may assume without inquiry that all share amounts deposited by the Investor as the Escrow AmountAmount pursuant to this Section 1(a) have been correctly computed in accordance with the requirements of the Securities Purchase Agreement, that no additional cash amounts or share amounts are required to be so delivered and that the “Escrow Fund”Agent is not required under the Securities Purchase Agreement to hold in the Escrow Fund any additional amounts other than income earned on investments made in accordance with Section 6(a). The Escrow Fund will be governed by Agent agrees to accept delivery of the Escrow Amount and to hold any Escrow Amount in escrow subject to the terms set forth in the Escrow and conditions of this Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant Agent shall make distributions under this Escrow Agreement to the indemnification provisions set forth Stockholder in this accordance with the terms of Section 9, and (ii) to make any payment on behalf 8 of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Securities Purchase Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror The Escrow Fund shall be held and the Stakeholders’ Agent will be obligated to instruct distributed by the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from accordance with the Indemnity provisions of this Agreement and the Securities Purchase Agreement. (c) No portion of the Escrow Amount or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by the Stockholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Stockholder, prior to the distribution to the Stockholder of any Escrow Amount by the Escrow Agent in accordance with this Agreement. (d) Except to the extent there is a cancellation of shares of the Company’s Common Stock held in the Escrow Fund, shares of the Company’s Common Stock held in the Escrow Fund shall be treated by the Company as issued and outstanding stock of the Company, and the Stockholder shall be entitled to exercise voting rights and to receive dividends with respect to such shares (other than non-taxable stock dividends, which shall be retained by the Escrow Agent and included as part of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion ). The Stockholder shall not receive interest or other earnings the shares of the difference between Company’s Common Stock (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders other than as set forth in the immediately preceding sentence) in the Escrow AgreementFund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, sold, assigned or transferred by the Stockholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Stockholder, in each case prior to the distribution of the Escrow Fund to the Stockholder in accordance with Section 5(b), except that the Stockholder shall be entitled to assign his rights to the shares held in the Escrow Fund by will, by the laws of intestacy or by other operation of law.

Escrow Fund. (a) At the ClosingEffective Time, Acquiror Parent will deposit with the Escrow Agent an amount equal Amount with Computershare Trust Company, N.A. (or another institution selected by Parent and reasonably satisfactory to the sum of (aCompany) Three Million Dollars ($3,000,000) as escrow agent (the “Stakeholders’ Agent Escrow AmountAgent”), plus (b) Fifty Five Million Dollars ($55,000,000) which Escrow Fund will be governed by this Agreement and the Escrow Agreement in substantially the form attached hereto as Exhibit K (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow FundAgreement”). The Escrow Fund will be governed by constitute partial security for the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available benefit of Parent (ion behalf of itself or any other Indemnified Person) with respect to indemnify Acquiror any Indemnifiable Damages pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf obligations of the Former Stakeholders to Acquiror pursuant to Section 2.13Equityholders under this Article 8. The Stakeholders’ Escrow Agent will hold the Escrow Amount will Fund until 11:59 p.m. Pacific Time on the date (the “Escrow Release Date”) that is 18 months after the Effective Time. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be availablepledged, without the requirement subjected to any Lien, sold, assigned or transferred by any Equityholder or be taken or reached by any legal or equitable process in satisfaction of any consent debt or approval other Liability of any Equityholder, in each case prior to the distribution of the Escrow Fund to any Equityholder in accordance with Section 8.1(b), except by Acquirorwill, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence laws of intestacy or willful misconduct on the part by other operation of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amountlaw. (b) On the first Within two Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror Parent and the Stakeholders’ Agent will be obligated to instruct cause the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between deliver (i) the aggregate amount then held in the Indemnity Escrow Amount Fund less (ii) that portion of the Escrow Fund and (ii) necessary to satisfy the sum maximum amount of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal all unresolved Claim Certificates to the estimate Equityholders pursuant to the terms and subject to the conditions of Damages set forth in the Claims Notices relating to all pending and unresolved ClaimsArticle 2. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount Any portion of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of by the Escrow Fund Agent after the Escrow Release Date will be distributed by the Escrow Agent within two Business Days following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the applicable Claim Certificate pursuant to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow AgreementSection 8.5.

Escrow Fund. (a) At Pursuant to Section 1.4 of the ClosingPurchase Agreement, Acquiror will deposit with on the Closing Date, Purchaser shall make or cause to be made available to the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow AmountAgent, the “Escrow Fund”)Cash. The Escrow Fund will be governed by the terms set Exhibit A-1 attached hereto sets forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9name, address and taxpayer identification number of each Seller, and (ii) the pro rata share of each Seller in the Escrow Fund (each, the “Seller’s Pro Rata Share”). Exhibit A-2, to make any payment be attached hereto on behalf the Closing Date, shall set forth (i) the name, address and taxpayer identification number of each participant in the Employee Bonus Plan (a "Participant”), and (ii) the initial allocation of the Former Stakeholders Escrow Fund among the Participants (subject to Acquiror pursuant to the provisions of Section 2.137 below). The Stakeholders’ Escrow Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, agrees to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part accept delivery of the Stakeholders’ Agent Escrow Cash and arising out to hold such Escrow Cash in escrow subject to the terms and conditions of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Purchase Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination DateAs of any particular time, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent may assume, without inquiry, that the Escrow Cash that shall have been or caused to pay to each Former Stakeholder, in immediately available funds from be deposited with the Indemnity Escrow Amount Agent by Purchaser is all of the Escrow Fund, a dollar amount equal Cash required to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then be held in the Indemnity Escrow Amount Fund by the Escrow Agent and that Exhibit A s A-1 and A-2 remain correct and in full force and effect. The Escrow Cash shall be held and distributed by the Escrow Agent in accordance with the provisions of the Purchase Agreement and this Agreement. Neither the Escrow Cash nor any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by the Escrow Agent, Purchaser, any Seller or any Participant or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Escrow Fund Agent, Purchaser, any Seller or any Participant, (and (ii) in case of the sum of (A) Twenty Three Million Dollars ($23,000,000) (Sellers or the “Three Year Escrow Amount”) and (B) a reserve amount equal Participants, prior to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay distribution to each Former Stakeholderin accordance with this Agreement, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementany).

Escrow Fund. (a) At the ClosingEffective Time, Acquiror will Acquirer shall withhold the Cash Escrow Amount from the Merger Consideration payable pursuant to Section 1.3(a) and shall deposit the Cash Escrow Amount with PNC National Bank as escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by the Escrow Agent an amount equal from time to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amounttime, the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit G with such changes as Acquirer and the Members’ Agent may agree in writing (the “Escrow Agreement”). The Escrow Fund will be governed by shall constitute partial security for the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available benefit of Acquirer (ion behalf of itself or any other Acquirer Indemnified Person) with respect to indemnify Acquiror any Indemnifiable Damages pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf obligations of the Former Stakeholders to Acquiror pursuant Converting Holders under Section 1.6(h) and this Article VIII. Subject to Section 2.138.4, the Escrow Agent shall hold the Escrow Fund until 11:59 p.m. local time on April 1, 2020 (the “Escrow Release Date”). The Stakeholders’ Agent Neither the Escrow Amount will Fund (including any portion thereof) nor any beneficial interest therein may be availablepledged, without the requirement subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any consent debt or approval other Liability of any Converting Holder, in each case prior to the distribution of the Escrow Fund to any Converting Holder in accordance with Section 8.1(b), except that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Escrow Fund by Acquirorwill, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence laws of intestacy or willful misconduct on the part by other operation of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amountlaw. (b) On the first Within two Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror and the StakeholdersEscrow Agent will distribute to each Converting Holder such Converting Holder’s Pro Rata Share of the Escrow Fund less that portion of the Escrow Fund that is determined, in the reasonable judgment of Acquirer, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Members’ Agent will on or prior to the Escrow Release Date in accordance with this Article VIII. Any portion of the Escrow Fund held by the Escrow Agent following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be obligated to instruct distributed by the Escrow Agent to pay to the Converting Holders within two Business Days following resolution of such claims and in accordance with each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At the ClosingIf a Triggering Event shall have occurred and be continuing, Acquiror will deposit with the Escrow Borrower shall pay to Administrative Agent an amount equal to the sum of on each Payment Date (a) Three Million Dollars one twelfth of an amount which would be sufficient to pay the Property Taxes payable, or reasonably estimated by Administrative Agent to be payable, during the next ensuing twelve ($3,000,00012) (the “Stakeholders’ Agent Escrow Amount”), plus months and (b) Fifty Five Million Dollars ($55,000,000) if the liability or casualty policies of insurance maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 5.1 hereof, one twelfth of an amount which would be sufficient to pay the insurance premiums due for the renewal of the coverage afforded by the policies of the insurance required pursuant to Section 5.1 hereof upon the expiration thereof (the “Indemnity Escrow Amount” amounts in (a) and collectively with the Stakeholders’ Agent Escrow Amount, (b) above shall be called the “Escrow Fund”). During any time the foregoing sentence shall be in effect, Borrower agrees to notify Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Property Taxes and insurance premiums of which it has obtained knowledge (to the extent such premiums are required to be escrowed hereunder) and authorizes Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to Section 2.6(a) shall be added together and shall be paid as an aggregate sum by Borrower to Administrative Agent. Administrative Agent will apply the Escrow Fund to payments of Property Taxes and insurance premiums (to the extent such premiums are required to be governed escrowed hereunder) required to be made by Borrower pursuant to Sections 9.14 and 5.1 hereof. If the terms amount of the Escrow Fund shall exceed the amounts due for Property Taxes and insurance premiums pursuant to Sections 9.14 and 5.1 hereof, Administrative Agent shall, at Borrower’s election, credit such excess against future payments to be made to the Escrow Fund or deposit such excess funds into the Sweep Account. In allocating such excess, Administrative Agent may deal with the person shown on the records of Administrative Agent to be the owner of the Property. If at any time prior to a Triggering Event Termination Administrative Agent reasonably determines that the Escrow Fund together with the amounts required to be paid by Borrower pursuant to the first sentence of this Section 9.15 is not sufficient to pay the items set forth in (a) and (b) above, to the extent funds in the Sweep Account are insufficient Borrower shall promptly pay to Administrative Agent, upon demand, an amount which Administrative Agent shall estimate as sufficient to make up the deficiency (such amount, an “Escrow Fund Deficiency Amount”). The Escrow Fund shall not constitute a trust fund. Upon a Triggering Event Termination, Administrative Agent shall disburse all sums in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) Fund to indemnify Acquiror pursuant to the indemnification provisions set forth an account designated by Borrower in this Section 9, writing and (ii) any obligation to make any payment on behalf under this Section 9.15 shall terminate, subject to such obligations again arising if a subsequent Triggering Event shall have occurred and be continuing. The Escrow Fund shall be a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Escrow Fund; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. (b) Borrower shall have the right to deliver a Letter of Credit in lieu of making payments to the Escrow Fund subject to the following terms and conditions: the aggregate amount of any such Letter of Credit deposited with respect to the Escrow Fund shall at all times be at least equal to the aggregate amount that Borrower would be required to deposit in the Escrow Fund over the next twelve (12) month period; in the event that a Letter of Credit is delivered in lieu of any portion of the Former Stakeholders to Acquiror pursuant to Escrow Fund, Borrower shall be responsible for the payment of Property Taxes, and Lenders shall not be responsible therefor; and each Letter of Credit delivered under this Section 2.13. The Stakeholders’ Agent Escrow Amount will shall be available, without additional security for the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part payment of the Stakeholders’ Agent Loan and arising out of or in connection all sums payable with respect to the acceptance or administration of its duties Loan under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claimsother Loan Documents. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim invested pursuant to this Section 9.15 shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth invested solely in the Escrow AgreementPermitted Investments.

Escrow Fund. (a) At the ClosingEffective Time, Acquiror Parent will deposit with the Escrow Agent an amount equal Fund with Computershare Trust Company, N.A. (or another institution mutually agreeable to Parent and the sum of (aCompany) Three Million Dollars ($3,000,000) as escrow agent (the “Stakeholders’ Agent Escrow AmountAgent”), plus (b) Fifty Five Million Dollars ($55,000,000) which Escrow Fund will be governed by this Agreement and the Escrow Agreement in substantially the form attached hereto as Exhibit K (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow FundAgreement”). The Escrow Fund will be governed by constitute partial security for the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available benefit of Parent (ion behalf of itself or any other Indemnified Person) with respect to indemnify Acquiror any Indemnifiable Damages pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf obligations of the Former Stakeholders to Acquiror pursuant to Section 2.13Equityholders under this Article 8. The Stakeholders’ Escrow Agent will hold the Escrow Amount will Fund until 11:59 p.m. Pacific Time on the date (the “Escrow Release Date”) that is 15 months after the Effective Time. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be availablepledged, without the requirement subjected to any Lien, sold, assigned or transferred by any Equityholder or be taken or reached by any legal or equitable process in satisfaction of any consent debt or approval other Liability of any Equityholder, in each case prior to the distribution of the Escrow Fund to any Equityholder in accordance with Section 8.1(b), except by Acquirorwill, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence laws of intestacy or willful misconduct on the part by other operation of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amountlaw. (b) On the first Within two Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror Parent and the Stakeholders’ Agent will be obligated to instruct cause the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between deliver (i) the aggregate amount then held in the Indemnity Escrow Amount Fund less (ii) that portion of the Escrow Fund necessary to satisfy the maximum amount of all unresolved Claim Certificate to the Equityholders pursuant to the terms and subject to the conditions of Article 2. Any portion of the Escrow Fund held by the Escrow Agent after the Escrow Release Date will be distributed by the Escrow Agent within two Business Days following the resolution of the applicable Claim Certificate pursuant to Section 8.5. (c) Parent and the Agent will cause distributions from the Escrow Fund to Parent or any other Indemnified Person in accordance with this Article 8 to be made in cash and Parent Shares ratably, with the amount of cash being equal to (i) the total value of the portion of the Escrow Fund being released to the Equityholders at such time multiplied by (ii) the sum Cash Consideration Percentage, and the remaining portion being distributed in Parent Shares, in each case with each Parent Share being valued at the Parent Stock Price and with the number of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal Parent Shares being released being rounded up to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementnearest whole share.

Escrow Fund. (a) At the ClosingEffective Time, Acquiror will Acquirer shall, as set forth in Section 1.4(c), withhold the Escrow Amount minus the Escrow Amount RSU Reduction from the Merger Consideration payable pursuant to Section 1.3(a) and shall deposit the Escrow Amount minus the Escrow Amount RSU Reduction with JPMorgan Chase Bank, N.A. as escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by the Escrow Agent an amount equal from time to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amounttime, the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the escrow agreement in the form attached hereto as Exhibit R with such changes as Acquirer and the Securityholders’ Agent may agree in writing (the “Escrow Agreement”). The Escrow Fund will be governed by shall in all cases constitute the terms set forth in initial source of recovery and partial security for the Escrow Agreement. The Indemnity Escrow Amount will be available benefit of Acquirer (ion behalf of itself or any other Acquirer Indemnified Person) with respect to indemnify Acquiror any Indemnifiable Damages pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf obligations of the Former Stakeholders to Acquiror pursuant to Company Securityholders under Section 2.13. The Stakeholders’ Agent Escrow Amount will be available1.6 and Article VIII, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow AgreementFund shall be held and distributed in accordance with Section 1.6 and Section 8.1. Subject to Section 8.4, and the Escrow Agent shall hold the Escrow Fund until 11:59 p.m. Eastern Time on the date (the “Escrow Release Date”) that is the 15 month anniversary of the Closing Date, or if a Satisfaction Event occurs, the date that is the 15 month anniversary of the Satisfaction Event. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Company Securityholder or be taken or reached by any legal or equitable process in no event will satisfaction of any debt or other Liability of such liabilitiesany Company Securityholder, losses, damages, penalties, fines, costs or expenses payable in each case prior to the Stakeholders’ Agent distribution of the Escrow Fund to any Company Securityholder in accordance with Section 8.1(b), except that each Company Securityholder shall be paid from entitled to assign such Company Securityholder’s rights to such Company Securityholder’s Escrow Distribution Pro Rata Share of the Indemnity Escrow AmountFund by will, by the laws of intestacy or by other operation of law. (b) On the first Within five Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror and the StakeholdersEscrow Agent will pay to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Escrow Distribution Pro Rata Shares the remaining amount, if any, of the Escrow Fund less any portion of the Escrow Fund that is determined, in the reasonable judgment of Acquirer, to be necessary to satisfy the portion of the unsatisfied or disputed claims for indemnification specified in any Claim Certificates to be satisfied by the Escrow Fund delivered to the Securityholders’ Agent will on or prior to the Escrow Release Date in accordance with this Article VIII. On a claim by claim basis, any portion of the Escrow Fund held by the Escrow Agent following the Escrow Release Date with respect to a pending but unresolved claim for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be obligated to instruct paid by the Escrow Agent to pay the Paying Agent for further distribution to each Former Stakeholder, the Company Securityholders in immediately available funds from the Indemnity accordance with their respective Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Distribution Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Shares within five Business Day Days following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At the ClosingEffective Time, Acquiror will deposit with Parent shall fund the Escrow Fund by delivering or causing to be delivered the Escrow Amount to the Escrow Agent an amount equal pursuant to the sum provisions of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will (or any portion thereof) shall be available (i) to indemnify Acquiror pursuant distributed from the Escrow Fund to the indemnification provisions Equityholders and Parent at the times, and upon the terms and conditions, set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement. Promptly following the one (1) year anniversary of the Effective Time, Parent and Equityholders’ Representative shall cause the Escrow Agent to deliver to the Paying Agent for distribution to the Equityholders in the amounts described in Sections 2.04(c)(iv), 2.05(a)(iv), and in no event will any of such liabilities2.06(d), losses, damages, penalties, fines, costs or expenses payable an amount equal to the Stakeholders’ Agent be paid greater of (i) zero and (ii) fifteen million dollars ($15,000,000) less the sum of the aggregate amount of all pending claims made against the Escrow Fund and all distributions made from the Indemnity Escrow Amount. Promptly following the thirty (30) month anniversary of the Effective Time, Parent and Equityholders’ Representative shall cause the Escrow Agent to deliver any portion of the Escrow Fund then remaining to the Paying Agent for distribution to the Equityholders in the amounts described in Sections 2.04(c)(iv), 2.05(a)(iv), and 2.06(d) (subject to retention by the Escrow Agent of any portion of the Escrow Fund subject to pending claims, which such portions shall be released to the Paying Agent for distribution to the Equityholders at the times and subject to the conditions described in the Escrow Agreement). (b) On The adoption of this Agreement and approval of the first Business Day following Merger by the Initial Claim Termination DateCompany Stockholders pursuant to the Stockholders’ Written Consent, Acquiror the delivery of the letters of transmittal pursuant to Section 3.03(b), and the Stakeholders’ Agent will be obligated to instruct execution of the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from Option Holder Consent Agreements and the Indemnity Escrow Amount Warrant Holder Consent Agreements shall constitute approval by the Equityholders of the terms and provisions of the Escrow FundAgreement and the transactions contemplated thereby, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion and the irrevocable agreement of the difference between (i) Equityholders to be bound by and comply with the aggregate amount then held in Escrow Agreement and all of the Indemnity Escrow Amount arrangements and provisions of this Agreement relating thereto, including the deposit of the Escrow Fund and (ii) Amount into escrow, the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages indemnification obligations set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination DateArticle IX hereof, Acquiror and the Stakeholders’ Agent will be obligated appointment and sole authority to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount act on behalf of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion Equityholders of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund Equityholders’ Representative, as provided for herein and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At Prior to any amount being distributed to any Company Holder pursuant to Section 2.6, the Closing, Acquiror Escrow Fund will deposit be withheld from the Merger Consideration and deposited with the Escrow Agent an amount equal Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement and the obligations pursuant to Section 2.13(d) and Section 7.5. The Adjustment Portion of the sum Escrow Fund will be held for the purpose of (a) Three Million Dollars ($3,000,000) (securing the “Stakeholdersobligations of the Company Holders set forth in Section 2.13 of this Agreement. The Stockholders’ Agent Expense Portion of the Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (Fund will be held for the “Indemnity Escrow Amount” and collectively purpose of funding any expenses of the Stockholders’ Agent arising in connection with the Stakeholdersadministration of the Stockholders’ Agent Escrow Amount, Agent’s duties in this Agreement after the “Escrow Fund”)Effective Time. The Escrow Fund will be governed by withheld from the terms set forth in aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with the Escrow Agreementamount withheld equal to such Company Holder’s Company Holder Percentage Interest of the aggregate amount of Merger Consideration otherwise payable to such Company Holder pursuant to Section 2.6. The Indemnity Escrow Amount Agreement will be available provide for (i) the release, subject to indemnify Acquiror pursuant to a reserve for pending claims, of the indemnification provisions set forth Indemnity Portion of the Escrow Fund remaining in this Section 9the escrow account within five (5) Business Days after the eighteen (18)-month anniversary of the Closing Date, and (ii) to make any payment on behalf the release of the Former Stakeholders to Acquiror Adjustment Portion of the Escrow Fund upon Final Merger Consideration being finally determined pursuant to Section 2.13. The Stakeholders, and (iii) the release of the Stockholders’ Agent Expense Portion of the Escrow Amount will be available, without Fund upon receipt of written notice from the requirement Stockholders’ Agent. Upon the release and distribution to the Company Holders of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount portion of the Escrow Fund, a dollar each Company Holder shall be entitled to receive an amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount portion of the Escrow Fund being released and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived distributed multiplied by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementsuch Company Holder’s Company Holder Percentage Interest.

Escrow Fund. (a) At Pursuant to Sections 1.3 and 9 of the ClosingPurchase Agreement, Acquiror will deposit with on the Closing Date, Purchaser shall make or cause to be made available to the Escrow Agent an amount equal to Agent, the sum Escrow Cash. Exhibit A attached hereto sets forth (i) the name, address and taxpayer identification number of each Seller, and (aii) Three Million Dollars the pro rata share of each Seller in the Escrow Fund ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amounteach, the “Escrow FundSeller’s Pro Rata Share”). The Escrow Fund will be governed by Agent agrees to accept delivery of the Escrow Cash and to hold such Escrow Cash in escrow subject to the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf conditions of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Purchase Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination DateAs of any particular time, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent may assume, without inquiry, that the Escrow Cash that shall have been or caused to pay to each Former Stakeholder, in immediately available funds from be deposited with the Indemnity Escrow Amount Agent by Purchaser is all of the Escrow FundCash required to be held in the Escrow Fund by the Escrow Agent and that Exhibit A remains correct and in full force and effect. The Escrow Cash shall be held and distributed by the Escrow Agent in accordance with the provisions of the Purchase Agreement and this Agreement. Neither the Escrow Cash nor any beneficial interest therein may be pledged, a dollar amount equal encumbered, sold, assigned or transferred (including any transfer by operation of law), by the Escrow Agent, Purchaser or any Seller or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Escrow Agent, Purchaser or any Seller, in case of the Sellers, prior to each the distribution to such Former StakeholderSeller of such Seller’s Pro Rata Portion Share (or a portion thereof) of the difference between (i) the aggregate amount then held in the Indemnity such Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct Cash by the Escrow Agent to pay to each Former Stakeholderin accordance with this Agreement, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementany.

Escrow Fund. (a) At the Closing, Acquiror will deposit with the Indemnification Escrow Shares and the Primo Escrow Shares (collectively, the “Escrow Shares”) shall be registered in the name of the Escrow Agent an amount equal Agent, but for the benefit of the holders of the Outstanding TARGET Series E-3 Shares immediately prior to the sum of (a) Three Million Dollars ($3,000,000) Effective Time and the Management Members, and shall be deposited with an escrow agent reasonably acceptable to TARGET and PURCHASER (the “Stakeholders’ Agent Escrow AmountAgent”), plus with such deposit and any Additional Escrow Shares to constitute the escrow fund (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will ) and to be governed by the terms set forth herein and in the Escrow Agreement in substantially the form of Exhibit 8 hereto (the “Escrow Agreement”). The Indemnity Indemnification Escrow Amount will Shares (but not the Primo Escrow Shares) shall be available (i) to indemnify Acquiror compensate PURCHASER pursuant to the indemnification provisions set forth in this Section 9obligations of the holders of the Outstanding TARGET Shares immediately prior to the Effective Time and the Management Members, and the Primo Escrow Shares (iibut not the Indemnification Escrow Shares) shall be held in escrow and shall be released in accordance with the further provisions of this Article 12 and the Escrow Agreement either to make any payment on behalf the PURCHASER or to the holders, immediately prior to the Effective Time, of the Former Stakeholders Outstanding TARGET Series E-3 Shares and the Management Members. In the event PURCHASER issues any Additional Escrow Shares, such shares will be issued in the name of the Escrow Agent (for the benefit of the holders of the Outstanding TARGET Series E-3 Shares immediately prior to Acquiror the Effective Time and the Management Members) and delivered to the Escrow Agent in the same manner as the Escrow Shares delivered at the Closing. (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 2.13. The Stakeholders’ Agent 12.1(a) hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Amount Shares will be available, without delivered to the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part holders of the Stakeholders’ Agent Outstanding TARGET Series E-3 Shares immediately prior to the Effective Time and arising out the Management Members based on each such holder’s or member’s Proportionate Share thereof. Subject to Section 3.5 hereof, each such holder and member shall have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such holder’s or member’s Proportionate Share thereof so long as such Escrow Shares are held in escrow, and PURCHASER will take all reasonable steps necessary to allow the exercise of or such rights. While the Escrow Shares remain in connection with the acceptance or administration of its duties under Escrow Agent’s possession pursuant to this Agreement and the Escrow Agreement, the holders of Outstanding TARGET Series E-3 Shares immediately prior to the Effective Time and in no event will any the Management Members shall retain and shall be able to exercise all other incidents of ownership of such liabilities, losses, damages, penalties, fines, costs or expenses payable to Escrow Shares which are not inconsistent with the Stakeholders’ Agent be paid from the Indemnity Escrow Amountterms and conditions of this Agreement. (bc) On No fractional shares shall be released and delivered from escrow to any holder of Outstanding TARGET Series E-3 Shares immediately prior to the first Business Day following Effective Time or any Management Member. In lieu of any fraction of an Escrow Share to which any such Person would otherwise be entitled, such Person will receive from PURCHASER an amount of cash (rounded to the Initial Claim Termination Datenearest whole cent) equal to the product of such fraction multiplied by the Average Stock Price. (d) Unless and until such shares shall have been released to the holders, Acquiror and immediately prior to the Stakeholders’ Agent will Effective Time, of Outstanding TARGET Series E-3 Shares or to Management Members, no Escrow Shares or Additional Escrow Shares or any beneficial interest therein may be obligated to instruct taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such shares by the Escrow Agent as provided herein. (e) Subject to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount terms of the Escrow FundAgreement, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholderis granted the power, in immediately available funds from the Indemnity Escrow Amount effective as of the Closing, to effect any transfer of Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of Shares contemplated by this Agreement. PURCHASER will cooperate with the Escrow Fund and (ii) a reserve amount equal Agent in promptly issuing stock certificates to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with effect such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementtransfers.

Escrow Fund. (a) 8.1.1 At the Closing, Acquiror will deposit the Escrow Shares, together with duly executed stock powers in blank with signature guarantees shall be deposited with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent such deposit and any Additional Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” Shares and collectively any dividends deposited with the Stakeholders’ Escrow Agent Escrow Amount, pursuant to Section 8.1.2 shall constitute the “Escrow Fund”). The Escrow Fund will ) and to be governed by the terms set forth herein and in the Escrow Agreement. The Indemnity Principal Shareholders hereby collaterally assign all of their right, title and interest in the Escrow Amount will Fund to Parent as security for the obligations of the Principal Shareholders under this Section 8. The Escrow Fund shall be available (i) to indemnify Acquiror compensate Parent pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf obligations of the Former Stakeholders Principal Shareholders under this Agreement. In the event Parent issues any Additional Escrow Shares, such shares will be issued to Acquiror the Principal Shareholders and delivered to the Escrow Agent in the same manner as the Escrow Shares delivered at the Closing. 8.1.2 Except for dividends paid in stock with respect to the Escrow Shares ("Additional Escrow Shares"), which stock shall be treated as Escrow Shares pursuant to Section 2.13. The Stakeholders’ Agent 8.1.1, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Amount Shares will be available, without delivered to the requirement of any consent or approval by Acquiror, Principal Shareholders owning the underlying Escrow Shares provided there is no indemnification claim outstanding under Section 8.4. While the Escrow Shares remain in the Escrow Agent's possession pursuant to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, the registered owners thereof will retain and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated able to instruct exercise all incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. During the pendency of any claim for indemnification pursuant to Section 8.4.1, all dividends and other distributions made on the Escrow Shares shall be deposited with the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount and shall become part of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. (a) At the Closing, Acquiror will deposit with Buyer, the Seller Representative and the Escrow Agent shall enter into an escrow agreement in substantially the form attached hereto as Exhibit H (the “Escrow Agreement”). At the Closing, Buyer shall deposit, by wire transfer of immediately available funds to separate interest bearing accounts designated by the Escrow Agent, (i) $6,000,000 (the “Adjustment and Indemnity Escrow Amount”), which shall be available to satisfy any payment obligations of Sellers pursuant to Section 2.2(e) and any indemnity claims made by the Buyer Indemnified Persons (as defined below) prior to the Expiration Date pursuant to Section 7 of this Agreement; and (ii) $2,000,000 (the “Earnout Escrow Amount”), which shall be used to pay any earnout payments required to be paid by the Company pursuant to the terms of the Earnout Agreement, dated December 31, 2010, between the Company and Logic Media, LLC (the “Earnout Eligible Party” and such agreement, the “Earnout Agreement”). The Adjustment and Indemnity Escrow Amount and the Earnout Escrow Amount, in each case, together with any interest or dividends accrued thereon, are sometimes referred to herein collectively as the “Escrow Funds”. Seller’s right to amounts in the Escrow Funds shall be treated by the parties as eligible for installment sale treatment under Sections 453 and 453A of the Internal Revenue Code of 1986, as amended (the “Code”) and any corresponding provision of foreign, state or local law, as appropriate. Buyer shall be treated for tax purposes as the owner of all interest and earnings earned by the Escrow Funds. (b) Promptly following the earliest to occur of the events described in Section 2.2(d), Buyer and the Seller Representative shall direct the Escrow Agent to distribute to Buyer, in accordance with the terms of the Escrow Agreement, the amount, if any, payable thereto pursuant to Section 2.2(e). (c) Promptly upon the final determination by the Company of the amount, if any, of the Earnout Escrow Amount required to be paid to the Earnout Eligible Party pursuant to the terms of the Earnout Agreement (i) with respect to calendar year 2012, Buyer and the Seller Representative (it being understood that the Seller Representative shall be required to give such direction upon Buyer’s request absent manifest error or fraud in determining the earnout obligation) shall direct the Escrow Agent to distribute (A) to the Company the amount, if any, payable to the Earnout Eligible Party pursuant to the terms of the Earnout Agreement, and (B) the excess, if any, of $1,000,000 (plus all interest or dividends accrued thereon pursuant to the Escrow Agreement, if any) over such amount in clause (i)(A) above, to the Seller Representative for distribution to the Common Equityholders based on their Pro Rata Shares, and (ii) with respect to calendar year 2013, Buyer and the Seller Representative (it being understood that the Seller Representative shall be required to give such direction upon Buyer’s request absent manifest error or fraud in determining the earnout obligation) shall direct the Escrow Agent to distribute (A) to the Company the amount, if any, payable to the Earnout Eligible Party pursuant to the terms of the Earnout Agreement and (B) the excess, if any, of the amount then remaining in the Earnout Escrow Fund (including all interest or dividends accrued thereon pursuant to the Escrow Agreement, if any) over such amount in clause (ii)(A) above to the Seller Representative for distribution to the Common Equityholders based on their Pro Rata Shares, in each case in accordance with, and subject to the conditions set forth in, the Earnout Agreement and the Escrow Agreement. (d) Promptly following the final determination of any claim made by any Buyer Indemnified Person pursuant to Section 7, Buyer and the Seller Representative shall direct the Escrow Agent to distribute from the Adjustment and Indemnity Escrow Amount an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (amount finally determined to be payable to such Buyer Indemnified Party in connection with such claim, in each case, in accordance with, and subject to the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms conditions set forth in in, this Agreement and the Escrow Agreement. The Promptly following the Expiration Date (as defined below), Buyer and the Seller Representative shall direct the Escrow Agent to distribute any remaining portion of the Adjustment and Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant Amount, in accordance with, and subject to the indemnification provisions conditions set forth in this Section 9in, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from Seller Representative for distribution to the Common Equityholders based on their Pro Rata Shares; provided, that to the extent there are any pending and unresolved claims for indemnification under Section 7 for which notice has been timely provided, a portion of the Adjustment and Indemnity Escrow Amount (or any remaining portion thereof, but not any portion of the Earnout Escrow Amount, which shall be available solely for the purposes specified in Section 2.5(a), and subject to release solely as described in Section 2.5(c)) in an amount equal to such pending and unresolved claims shall be retained in the Escrow Funds in accordance with the Escrow Agreement and shall be released in accordance with the procedures set forth in this Agreement and the Escrow Agreement. (be) On Any disbursement of Escrow Funds pursuant to the first foregoing Sections 2.5(b)-(d) shall be made promptly upon the final determination of the amounts thereof, and in all cases, within five Business Day following the Initial Claim Termination DateDays thereof, Acquiror and each of Buyer and the Stakeholders’ Agent will be obligated Seller Representative shall use their respective commercially reasonable efforts to instruct cause the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each make such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each disbursement within such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementtime period.

Escrow Fund. The Acquiror simultaneously herewith delivers to the Escrow Agent, in accordance with the Purchase Agreement, an amount in cash equal to US$13,600,000 (the “Escrow Cash”) to be held by the Escrow Agent in accordance with the terms of this Agreement (Escrow Cash so held by the Escrow Agent, from time to time, together with any additional deposits made by Acquiror upon determination of the Adjusted Base Purchase Price and with any interest or other income earned thereon, being hereinafter referred to as the “Escrow Funds”). By wire transfer of the Acquiror payable to the Escrow Agent, the Acquiror shall make a payment of 10% of the amount of any increase in the Preliminary Base Purchase Price pursuant to Section 2.10(h)(iii) of the Purchase Agreement in accordance with Section 2.11 of the Purchase Agreement. The Escrow Agent hereby agrees to act with respect to the Escrow Funds as hereinafter set forth. The Escrow Funds will be retained by the Escrow Agent for safekeeping pursuant to the terms hereof (a) At as security for the Closingindemnity obligations of the Sellers under Article VII of the Purchase Agreement, Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (to satisfy, in accordance with Sections 2.10 and 2.11 of the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow AmountPurchase Agreement, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant any post-closing adjustment obligations to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent 2.10(h)(i) of the Purchase Agreement and (c) to receive into the Escrow Amount will be available, without the requirement Funds 10% of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held increase in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders Preliminary Base Purchase Price as set forth in Sections 2.10 and 2.11 of the Escrow AgreementPurchase Agreement in the event of an increase to the Preliminary Base Purchase Price under Section 2.10(h)(iii).

Escrow Fund. (a) At the Effective Time, by virtue of the Merger, and without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount equal to each Company Preferred Holder’s Closing Pro Rata [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Portion of the Escrow Amount shall be withheld from the consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a), 1.8(b), and 1.8(c). The amount so withheld from each Company Preferred Holder who is an Accredited Investor and deposited into the Escrow Fund shall be in the form of shares of Acquiror Common Stock and the amount so withheld from each Company Preferred Holder who is an Unaccredited Investor and deposited into the Escrow Amount shall be in the form of cash. At the Closing, Acquiror will deposit shall deposit, or cause to be deposited, with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus such deposit of the Escrow Amount to constitute an escrow fund to be governed by the terms set forth in this Agreement and the Escrow Agreement (b) Fifty Five Million Dollars ($55,000,000) (together with any dividends and income earned on the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be availableand, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of upon such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Datedeposit, Acquiror and the Stakeholders’ Agent will shall be obligated deemed to instruct the Escrow Agent have contributed to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar on behalf of each Company Preferred Holder, an amount equal to each such Former StakeholderCompany Preferred Holder’s Closing Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Amount. The Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed available to compensate the Former Stakeholders upon final resolution of the Claim Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully recovery under this Agreement, including Article VIII, and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to distributed in accordance the Former Stakeholders as set forth in terms and conditions of this Agreement, including Article VIII, and the Escrow Agreement.

Escrow Fund. (a) At the ClosingEffective Time, Acquiror will Acquirer shall withhold the Escrow Amount from the Merger Consideration otherwise payable pursuant to Section 1.3(a)(i) (with respect to shares of Company Capital Stock), Section 1.3(a)(iii) (with respect to vested In the Money Options) and Section 1.3(a)(iv) (with respect to In the Money Warrants) and shall deposit the Escrow Amount with U.S. Bank National Association (or another institution selected by Acquirer and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by the Escrow Agent an amount equal from time to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”)time, plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively together with the Stakeholders’ Agent Escrow Amountany interest earned on such cash, the “Escrow Fund”). The , which Escrow Fund will shall be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will . The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any of such liabilities, losses, damages, penalties, fines, costs or expenses payable other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the Stakeholders’ indemnification obligations of the Converting Holders under Section 1.5 and the indemnification obligations of the Converting Holders under this Article VIII. Subject to Section 8.4, the Escrow Agent shall hold the Escrow Fund until 11:59 p.m. local time on the date (the “Escrow Release Date”) that is 15 months after the Effective Time. Except as provided in the Escrow Agreement, the Converting Holders shall not receive interest or other earnings on the cash in the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be paid from pledged, subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the Indemnity distribution of the Escrow AmountFund to any Converting Holder in accordance with Section 8.1(b), except that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Escrow Fund by will, by the laws of intestacy or by other operation of law. (b) On the first Within five (5) Business Day Days following the Initial Claim Termination Escrow Release Date, Acquiror and the Stakeholders’ Agent Acquirer (or its agent) will be obligated to instruct the Escrow Agent to pay distribute to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each Converting Holder such Former StakeholderConverting Holder’s Pro Rata Portion Share of the difference between (i) remaining Escrow Fund less that portion of the aggregate amount then held remaining Escrow Fund that is determined, in the Indemnity reasonable judgment of Acquirer, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Converting Holders’ Agent on or prior to the Escrow Amount of Release Date in accordance with this Article VIII, which portion shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied (and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders distributed promptly upon final such resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementsatisfaction).

Escrow Fund. (a) At the Closing, Acquiror Effective Time the Company's stockholders will be deemed to have received and consented to the deposit with the Escrow Agent an amount equal to (as defined below) of the sum of Escrow Amount (a) Three Million Dollars ($3,000,000) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the “Stakeholders’ Agent Escrow Amount”Effective Time and less any shares that may be deposited therewith by the participants in the Management Incentive Compensation Plan), plus (b) Fifty Five Million Dollars ($55,000,000) (without any act required on the “Indemnity Escrow Amount” and collectively with part of any stockholder. As soon as practicable after the Stakeholders’ Agent Effective Time, the Escrow Amount, without any act required on the “part of any stockholder, will be deposited with an escrow agent acceptable to Parent and the Stockholder Representative (as defined in Section 7.2(i)(i) below) as Escrow Fund”Agent (the "ESCROW AGENT"). The Escrow Fund will , such deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein and at Parent's cost and expense. The portion of the Escrow Amount (less the value of any shares that may be deposited into the Escrow Fund by the participants in the Escrow Agreement. The Indemnity Escrow Amount will be available (iManagement Incentive Compensation Plan) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment contributed on behalf of each stockholder of the Former Stakeholders Company shall be in proportion to Acquiror pursuant the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 2.131.6(b). The Stakeholders’ Agent Escrow Amount will shall be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising funded entirely out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held shares of Parent Common Stock issuable upon the Merger in the Indemnity Escrow Amount respect of the Escrow Fund Company Capital Stock and (ii) the sum shares of Parent Common Stock issuable to the participants in the Management Incentive Compensation Plan pursuant thereto. The Escrow Fund is available to compensate Parent and its officers, directors and affiliates, including the Surviving Corporation (any, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by the Indemnified Parties, or any of them, directly or indirectly as a result of (Ai) Twenty Three Million Dollars any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein, ($23,000,000ii) any failure by the Company to perform or comply with any covenant contained herein, (iii) any Dissenting Share Payments, or (iv) any claim made by any person that such person is or was entitled (by contract or otherwise) to receive any amount or property in such person's capacity (or asserted capacity) as a holder of equity interests in the “Three Year Escrow Amount”) and (B) Company or contingent equity interests or as a reserve amount equal to beneficiary of any rights in excess of the estimate of Damages consideration set forth in the Claims Notices relating to all pending and unresolved ClaimsMerger Agreement by virtue of or as a result of the Merger, other than any claim described in clause (iii) above. On the first Business Day following the Final Claim Termination Date, Acquiror Parent and the Stakeholders’ Agent will be obligated Company each acknowledge that such Losses, if any, would relate to instruct unresolved contingencies existing at the Escrow Agent Effective Time, which if resolved at the Effective Time would have led to pay to each Former Stakeholder, a reduction in immediately available funds from the Indemnity Escrow Amount aggregate Merger consideration. Nothing herein shall limit the liability of the Escrow FundCompany for any breach of any representation, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of warranty or covenant if the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are Merger does not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreementclose."

Escrow Fund. (a) At the Closing, Acquiror will deposit Concurrently with the execution hereof, the Escrow Agent, in its capacity as Exchange Agent an amount equal pursuant to the sum Merger Agreement, has established an escrow fund consisting of three separate escrow accounts representing (ai) Three Million Dollars the Holdback Escrowed Shares ($3,000,000ii) the Additional Escrowed Shares and (iii) the Derivative Escrowed Shares (individually the “Stakeholders’ Agent Escrow AmountHoldback Escrowed Shares Fund”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow AmountAdditional Escrowed Shares Fund” and “Derivative Escrowed Shares Fund”, and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by Agent shall maintain separate accounts for each Holder's and each Derivative Holder’s portion of each of the terms set forth in three (3) separate escrow accounts comprising the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow AmountFund. (b) The Parent has withheld ten percent (10%) of the Closing Shares issuable to the Holders pursuant to the Merger Agreement, pro rata in accordance with the number of Closing Shares issuable to each Holder, which represents the Holdback Escrowed Shares Fund and shall be deposited with the Escrow Agent at the Effective Time. (c) In accordance with Section 2.13(b) of the Merger Agreement the Parent shall deposit with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%) of that number of shares of Parent Common Stock issuable (if any) to holders of Employee Options pursuant to Section 2.13(a)(i) of the Merger Agreement, pro rata in accordance with the number of shares of Parent Common Stock issuable to each such holder of Employee Options. (d) In accordance with Section 2.18(b) of the Merger Agreement the Parent shall deposit with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%) of that number of Parent Common Stock issuable (if any) to holders of Company Warrants pursuant to Section 2.18(a)(i) of the Merger Agreement, pro rata in accordance with the number of shares of Parent Common Stock issuable to each such holder of Company Warrants. (e) Promptly after the Effective Time and in no event more than three (3) Business Days thereafter Parent shall deposit and the Escrow Agent shall hold in the Additional Escrowed Shares Fund certificates representing 10,000,000 shares of Parent Common Stock, pro rata in accordance with the number of Additional Shares issuable (if any) to each Holder. (f) On the first Business Day following instruction of Parent, the Initial Claim Termination DateEscrow Agent shall transfer from the Additional Escrowed Shares Fund to the Derivative Escrowed Shares Fund any Additional Escrowed Shares that become Derivative Escrowed Shares. (g) The Escrow Agent hereby agrees to act as escrow agent and to hold, Acquiror safeguard and disburse the Stakeholders’ Escrow Fund pursuant to the terms and conditions hereof. It shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent. Its duties hereunder shall cease upon its distribution of the entire Escrow Fund in accordance with this Agreement. (h) Except as herein provided, the Holders shall retain all of their rights as stockholders of Parent during the period the Holdback Escrowed Shares are held by the Escrow Agent will (the “Holdback Escrow Period”), including, without limitation, the right to vote their Parent Common Stock Shares included in the Holdback Escrowed Shares Fund. (i) During the Holdback Escrow Period, all dividends payable in cash with respect to the shares of Parent Common Stock included in the Holdback Escrowed Shares Fund shall be obligated paid to instruct the Holders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to pay hold in accordance with the terms hereof. As used herein, the term “Holdback Escrowed Shares Fund” shall be deemed to each Former Stakeholderinclude the Non-Cash Dividends distributed thereon, in immediately available funds from if any. (j) During the Indemnity Holdback Escrow Amount Period, no sale, transfer or other disposition may be made of any or all of the shares of Parent Common Stock in the Holdback Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between Fund except (i) by gift to a member of a Holder's immediate family or to a trust, the aggregate amount then held in the Indemnity Escrow Amount beneficiary of the Escrow Fund and which is a Holder or a member of a Holder's immediate family, (ii) by virtue of the sum laws of descent and distribution upon death of any Holder, (Aiii) Twenty Three Million Dollars pursuant to a qualified domestic relations order or ($23,000,000iv) if the Holder is not a natural person to an “affiliate” of the Holder; provided, however, that such permissive transfers may be implemented only upon the respective transferee's written agreement to be bound by the terms and conditions of this Agreement. During the Holdback Escrow Period, the Holders shall not pledge or grant a security interest in the shares of Parent Common Stock included in the Holdback Escrow Fund or grant a security interest in their rights under this Agreement. (the “Three Year Escrow Amount”k) and (B) a reserve amount equal The Holders shall not have any rights with respect to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct Additional Escrowed Shares held by the Escrow Agent pursuant to pay this Escrow Agreement (including, but not limited to, the right to each Former Stakeholdervote such Additional Escrowed Shares) until, and only to the extent of, the distribution of Additional Escrowed Shares to the Holders. In addition, the Holders shall not be entitled to any dividends of any of kind with respect to any Additional Escrowed Shares held by the Escrow Agent; provided, however, that in immediately available funds from the Indemnity Escrow Amount event that any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock, Parent shall deposit a sufficient number of additional shares of Parent Common Stock into the Additional Escrowed Shares Fund in order to comply with Section 2.5(d) of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Merger Agreement.