Common use of Escrow Funds Clause in Contracts

Escrow Funds. (a) EFS agrees that it shall direct the Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters.

Escrow Funds. Upon the occurrence of an Event of Default, after a domestic or foreign court issues any judgment or order restricting or prohibiting payment by the Issuing Lender under a Letter of Credit or extending the liability of the Issuing Lender to make payment under a Letter of Credit beyond the expiry date specified therein, or if otherwise specifically required pursuant to Section 14.3(n) or any other provision of this Agreement, the Borrower will forthwith pay to the Agent for deposit into a collateral account maintained for the benefit of the Lenders, the Issuing Lender, the Hedge Lenders, the Cash Managers or any Non-Extending Lender, as applicable, an amount equal to such Lender(s)' maximum potential liability under then outstanding Bankers' Acceptances and Letters of Credit or such other amount specifically required by this Agreement, as applicable (athe “Escrow Funds”). Such cash collateral account(s) EFS agrees that it shall direct be assigned to the Agent as security for, and the Escrow Funds will be held by the Agent for set-off against, indebtedness and obligations owing by the Borrower to distribute one hundred percent the Lenders, the Issuing Lender, the Hedge Lenders, the Cash Managers or any Non-Extending Lender, as applicable, in respect of such Bankers' Acceptances, Letters of Credit, Hedge Indebtedness or Cash Management Obligations, as applicable, and the Agent is hereby irrevocably directed by the Borrower to so apply such cash collateral. Pending such set-off or release of the Escrow Funds (100%or, in the case of Section 14.3(n), as set out in clause (B) thereof), the Escrow Funds cannot be withdrawn by the Borrower and will bear interest at the rate payable by the Agent from time to time generally in respect of deposits for such amount, and for the period from the date of deposit to the earlier of the date of release thereof and the Maturity Date of the Bankers' Acceptances, the expiry of the Letters of Credit or the termination of such other obligation to provide such Escrow Funds, as applicable. If such Event of Default is either waived or cured in compliance with the terms of this Agreement (or, in the case of part (B) of any distributions under the last sentence in Section 14.3(n), the Excess Exposure is reduced to the extent required therein), then the remaining Escrow Funds deposited as a consequence of such Event of Default (or, in the case of Section 14.3(n), that portion of the Escrow Agreement to EFS, which shall pay, or cause Funds required to be paid, one hundred percent released by part (100%B) of the last sentence thereof), if any, together with any such distributions accrued interest thereon to Buyer without setoff against amounts that might the date of release will be owing returned to EFS the Borrower. The deposit of the Escrow Funds by the Borrower with the Agent as herein provided will not operate as a repayment of the Aggregate Principal Amount, the Hedge Indebtedness or Seller by Buyer the Cash Management Obligations, as applicable, until such time as EFS assigns the Escrow Agreement Funds are actually paid to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelyLenders, the “EFS Released Persons”) for and in connection with Issuing Lender, the management of Hedge Lenders, the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by lawCash Managers or any Non-Extending Lender, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersas applicable.

Escrow Funds. (a) EFS agrees that it The Trust shall direct deliver to the Escrow Agent $90,000,000 by transfer of immediately available funds to an account designated in writing by the Escrow Agent to distribute one hundred percent the Trust (100%) of any distributions under the "Escrow Agreement Account"); provided, however, that, if prior to EFSClosing Date (as defined in the Tax Matters Agreement), the Court has issued an order, which order shall paybe in full force and effect, providing that, in connection with the liquidation, insolvency (or similar bankruptcy event), reorganization, termination, dissolution or winding up of the Trust, (i) the Trustees shall, prior to paying beneficiaries, creditors or possible claimants of the Trust, pay or cause to be paidpaid from the Escrow Funds the amount of Taxes owed to the Internal Revenue Service and the other applicable taxing authorities (the "Escrow Funds Priority") and/or (ii) the Company shall have priority over beneficiaries, one hundred percent creditors or possible claimants of the Trust with respect to its claims for indemnification for Taxes set forth in the Tax Matters Agreement (100%the "Indemnification Priority"), the Trust shall only transfer to the Escrow Agent for deposit into the Escrow Account $30,000,000 (or $40,000,000 if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered). The Company agrees that if the Escrow Funds Priority is granted by the Court after the date hereof, the Trust shall be entitled to withdraw an amount of funds from the Escrow Account such that the remaining liquid assets, including, without limitation, cash and freely tradable securities (the "Liquid Assets"), in the Escrow Account shall have a fair market value of at least $40,000,000 (or at least $30,000,000 if the Indemnification Priority is also granted). The Trust further agrees that if both the Escrow Funds Priority and the Indemnification Priority are in effect, or if only the Escrow Funds Priority is in effect, it shall on or prior to the date that each quarterly tax payments are required to be made to the Internal Revenue Service, whether or not the Trust is required to make a payment on such date (a "Tax Payment Date"), deliver to the Escrow Agent for deposit in the Escrow Account Liquid Assets with a fair market value sufficient to cause the amount of Liquid Assets constituting the Escrow Funds (after taking into account the Taxes paid or required to be paid for such quarter) to have a fair market value of not less than 150% (or 200% if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller the greater of (i) the projected Taxes determined by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined Trust in good faith to be owed by EFS the Trust for the next succeeding four calendar quarters and Buyer(ii) of EFS’ reasonable out-of-pocket costs and expenses the Taxes paid by the Trust during any four consecutive calendar quarters within the immediately preceding eight calendar quarters (such greater amount, the "Tax Amount"). The amounts deposited in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will Account from time to time as contemplated above, together with all interest and other income earned thereon, including, without limitation, any capital gains, is referred to herein as the "Escrow Funds." The Escrow Funds shall be agreed to held by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, Escrow Agent for the “EFS Released Persons”) for and in connection with the management benefit of the Trust as provided in this Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersAgreement.

Escrow Funds. The Parties shall enter into an escrow agreement in the form attached as Exhibit B hereto, and the remaining *** of the Purchase Price shall be paid by the Buyer into an escrow account (a“Escrow Funds”) EFS agrees that it shall direct at Closing for the Escrow Agent to distribute one hundred percent (100%) benefit of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Seller and thereafter the Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have no claim thereto. The Escrow Funds shall be held and administered by an escrow agent selected by the right to assign Seller, with the Escrow Agreement at any time to approval of the Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed.(the “Escrow Agent”). All interest earned on the Escrow Funds shall ***. The Escrow Funds shall be released by the Escrow Agent to the Seller on a per channel pro rata basis when Seller has completed clearing the Licensed Channels of the Customers and, and the Licensed Channels have been released from the Management Agreement in accordance with the following procedure: (bi) EFS when the Licensed Channels have been cleared of Customers by the Seller, the Seller shall provide notice to the Buyer and Escrow Agent in writing that the Licensed Channels have been cleared and released under the Management Agreement; for this purpose, a channel shall be considered cleared when it is cleared by the Seller on a system-wide basis and released at all locations under the Management Agreement; (ii) the Buyer shall have five (5) business days from the date such notice shall be deemed to have been given or delivered to confirm through monitoring that the Licensed Channels have been cleared; (iii) the Escrow Agent shall release the Escrow Funds to the Seller within ten (10) business days from the date such notice shall be deemed to have been give or delivered to the Purchaser and the Escrow Agent unless prior to the expiration of such period of ten (10) business days the Escrow Agent shall receive written notice from the Buyer of Buyer’s objection to such release based on Sellers’ failure to clear such Licensed Channel(s), after which such proposed release will manage only be made in accordance with the escrow claims process under written instructions of both the Sellers and the Buyer; (iv) upon receipt of the Escrow Funds from the Escrow Agent, the Seller shall execute and provide to the Buyer written acknowledgment of receipt of payment. Notwithstanding the foregoing, no less than *** of the unreleased Escrow Funds existing on December 31, 2002 shall in all events be released to the Seller no later than April 1, 2003 ***. Also notwithstanding the foregoing, the Escrow Agent shall in all events release all of the unreleased Escrow Funds to the Seller no later than *** calendar days from the next business day following the Closing, after which the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedterminate. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters.

Escrow Funds. (a) EFS agrees that it shall direct In accordance with the Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFSAgreement, which Parent shall pay, deposit or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns deposited with the Escrow Agreement to Buyer. EFS shall have Agent: (a) the right to assign Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement at any time to BuyerAgreement, provided that Buyer consents to such assignment in writingthe “Indemnification Escrow Fund”), such consent not to be unreasonably withheld or delayed.held for the purpose of securing the indemnification obligations of the Stockholders set forth in this Agreement and the obligations pursuant to Section 2.17(d) and Section 7.03 for a period of eighteen (18) months from the Closing Date after which time the Indemnification Escrow Fund shall be disbursed by Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, subject, in all cases, to the terms of the Escrow Agreement; provided, that, subject to the terms of this Agreement, Parent’s rights under this Agreement shall not be limited to the Indemnification Escrow Fund; (b) EFS will manage the escrow claims process under Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement with Agreement, the Prior Owner“Purchase Price Adjustment Escrow Fund”), with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined held for the purpose of securing the obligations of the Stockholders in good faith Section 2.17(d), and after the Post-Closing Adjustment has been resolved and paid, the balance, if any, of the Purchase Price Adjustment Escrow Amount shall be disbursed by EFS and Buyer) Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, subject, in all cases, to the terms of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed.Agreement; and (c) Buyer agrees that the Stockholder Representative Expense Amount (such amount, including any and all Claims against, rights to ▇▇▇, other remedies interest or other recourse against Seller, EFS amounts earned thereon and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelyless any disbursements therefrom in accordance with the Escrow Agreement, the “EFS Released PersonsStockholder Representative Expense Fund” and together, with the Indemnification Escrow Fund and the Purchase Price Adjustment Escrow Fund, the “Escrow Funds”) ), to be held for and the purpose of funding any expenses of Stockholder Representative arising in connection with the management administration of Stockholder Representative’s duties in this Agreement after the Effective Time, and the Stockholder Representative Expense Fund shall be fully disbursed on or before eighteen (18) months from the Closing Date by Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, unless Stockholder Representative directs the Escrow Agent in writing to retain such funds for a longer period of time, subject, in all cases, to the terms of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersAgreement.

Escrow Funds. (a) EFS agrees that it As more specifically provided in the Escrow Agreement, on the Closing Date, cash in an amount equal to the Adjustment Cash Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "ADJUSTMENT CASH FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. The Adjustment Cash Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which all remaining cash in the Adjustment Cash Fund is paid to Buyer and/or Seller pursuant to Section 2.7. (b) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Adjustment Stock Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "ADJUSTMENT STOCK FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. The Adjustment Stock Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which all remaining shares of Buyer Common Stock in the Adjustment Stock Fund are delivered to Buyer and/or Seller pursuant to Section 2.7. (c) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Indemnity Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "INDEMNITY FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. Subject to the following requirements, the Indemnity Fund shall be held in escrow by the Escrow Agent following the Closing Date until the Expiration Date (the period of time from the Closing Date through and including the Expiration Date is referred to herein as the "INDEMNITY ESCROW PERIOD"). Upon termination of the Indemnity Escrow Period, Buyer shall direct the Escrow Agent to distribute one hundred percent deliver to Seller all shares of Buyer Common Stock remaining in the Indemnity Fund; provided, however, that (100%1) the Indemnity Escrow Period shall not terminate with respect to such amount that is necessary, in the reasonable judgment of Buyer, to satisfy pending claims for indemnification asserted by Buyer pursuant to Article VII, and (2) as soon as all such claims, if any, have been resolved, Buyer shall direct the Escrow Agent to deliver to Seller the remaining portion of the Indemnity Fund not required to satisfy such claims. (d) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Litigation Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "LITIGATION FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. Subject to the following requirements, the Litigation Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which the last of the Actions set forth in Schedule 2.4(c) of any distributions under the Company Disclosure Schedule (the "SPECIFIED ACTIONS") shall have been conclusively resolved (the period of time from the Closing Date through and including the date of such resolution is referred to herein as the "LITIGATION ESCROW PERIOD"). Upon termination of the Litigation Escrow Period, Buyer shall direct the Escrow Agreement Agent to EFSdeliver to Seller all shares of Buyer Common Stock remaining in the Litigation Fund, less all Losses incurred by Buyer with respect to which shall pay, or cause Buyer is entitled to be paidindemnified pursuant to Section 7.3(a)(3). If, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time during the Litigation Escrow Period, there are insufficient assets in the Litigation Fund to Buyerindemnify Buyer for such Losses, provided that then until the expiration of the Indemnity Escrow Period the Indemnity Fund shall be available to indemnify Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersLosses.

Escrow Funds. (a) EFS agrees On the Closing Date, Parent shall deliver to the Escrow Agent, as a contribution to the Escrow Fund, cash in an amount equal to $5,000,000 (the “Escrow Amount”). The Escrow Fund shall be available to hold harmless and indemnify each of the Indemnitees for any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are in connection with the matters set forth in this Agreement, including to hold harmless and indemnify each of the Indemnitees for the Working Capital Deficit Adjustment. Subject to the limitations set forth in Section 9, no Indemnitee shall be entitled to any direct indemnification from the Indemnitors unless the Escrow Fund has been first exhausted or is subject to pending claims that it would exhaust the Escrow Fund or the Escrow Agreement has terminated. The Escrow Fund shall direct be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to distribute one hundred percent (100%) any lien, attachment, trustee process or any other judicial process of any distributions under creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) Agreement. Each distribution of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns cash made from the Escrow Agreement Fund to Buyer. EFS shall have the right to assign the Escrow Agreement at any time Contributors shall be made on a pro rata basis in proportion to Buyerthe amount contributed, provided that Buyer consents to such assignment as set forth in writing, such consent not to be unreasonably withheld or delayedSection 1.5(a) and 1.6(c). (b) EFS will manage the escrow claims process under Any income, gains, losses and expenses of the Escrow Agreement with Fund shall be included in Escrow Fund and be available for indemnification of the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share Indemnitees pursuant to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedthis Agreement. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, The adoption of this Agreement by the “EFS Released Persons”) for and in connection with the management Company Stockholders shall constitute approval of the Escrow Agreement are expressly released and waived by Buyer to of all of the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kindarrangements relating thereto, including reasonably attorneys’ fees the placement of the Escrow Fund in escrow in accordance with the terms hereof and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersthereof.

Escrow Funds. The Credit Parties each covenant and agree that within ten Business Days of receipt of the Impala Net Proceeds, (ai) EFS agrees the Guarantor shall have paid over the Impala Net Proceeds to the Borrower, (ii) the Borrower shall have paid to the Agent from the Proceeds an amount equal to the aggregate amount of all Subsequent Advances plus interest and other amounts owing in respect thereof (the “Subsequent Advance Debt Repayment”), and (iii) the Borrower shall deliver to the Lenders’ Counsel in its capacity as escrow agent (the “Escrow Agent”) an amount equal to the Impala Net Proceeds less the Subsequent Advance Debt Repayment and less USD $5,000,000 (the “Escrow Funds”) to be held by the Escrow Agent in escrow pursuant to an escrow agreement between the Borrower, the Guarantor, the Agent, Liberty and the Escrow Agent in form and on terms satisfactory to the Agent and the Escrow Agent (the “Escrow Agreement”), with the Escrow Funds to be used to satisfy the Credit Parties’ obligations to pay (x) USD $5,200,000 on account of outstanding payables and general administrative expenses of the Credit Parties as requested by the Borrower and approved by the Agent and Liberty, and (y) the balance in accordance with the Care & Maintenance Budget. The Escrow Agreement shall provide that it the Borrower may make periodic requests of the Agent and Liberty for releases from the Escrow Account (each, a “Request”), which are subject to review and approval by the Agent and Liberty. If approved, the Agent and Liberty shall jointly direct the Escrow Agent to release such approved amounts to the Borrower for payment as contemplated in the Request. The Borrower shall have ten Banking Days from the date of release of funds to make the payments contemplated in the Request and provide the Agent and Liberty an officer’s certificate of a senior financial officer of the Borrower confirming the making of such payments. Any failure by the Borrower to either make the payments contemplated in the Request or to provide the officer’s certificate confirming such payments shall constitute an Event of Default under both the Credit Agreement and the Liberty Credit Agreement. Upon the occurrence of an Event of Default under either the Credit Agreement or the Liberty Credit Agreement, the Agent shall be entitled, in its sole and absolute discretion, to direct the Escrow Agent to release all remaining Escrow Funds to the Agent and the Agent may use and apply such Escrow Funds to reduce the Facility Indebtedness. In connection therewith, the Agent shall deliver written notice to Liberty and to the Borrower confirming same. If the Facility Indebtedness is paid in full prior to the termination of the Escrow Agreement, the Agent shall direct the Escrow Agent to distribute one hundred percent (100%) of any distributions deliver all remaining Escrow Funds to counsel to Liberty, and thereupon, the Escrow Agent shall resign and counsel to Liberty shall be deemed to be appointed successor escrow agent under the Escrow Agreement and the provisions above shall apply mutatis mutandis to EFSLiberty and the Liberty Facility Indebtedness. Upon the Facility Indebtedness being repaid in full, which Liberty shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns direct the Escrow Agreement Agent to Buyer. EFS shall have the right to assign the release all remaining Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer Funds to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs Borrower or expenses of any kind, including reasonably attorneys’ fees and as the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersBorrower may direct.

Escrow Funds. (a) EFS agrees that it At the Closing, Purchaser, Sellers and an escrow agent reasonably acceptable to Purchaser and Sellers (the “Escrow Agent”) shall direct enter into an escrow agreement (the “Escrow Agent to distribute one hundred percent (100%Agreement”) substantially in the form of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed.Exhibit C. (b) EFS will manage At the Closing, Purchaser shall deposit, or shall cause to be deposited, with the Escrow Agent the Indemnity Escrow Amount. The Indemnity Escrow Fund shall be held in an escrow claims process under account by the Escrow Agent in accordance with the Escrow Agreement with and shall be available to compensate Purchaser for certain Losses as provided in Article VIII and otherwise as expressly provided in this Agreement. To the Prior Ownerextent not used for such purposes, with reasonable consultation with Buyer. Buyer the Indemnity Escrow Fund shall reimburse EFS for its proportionate share (such proportionate share to be determined released as provided in good faith by EFS this Section 2.4, Article VIII and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedAgreement. (c) Buyer agrees that any and all Claims againstAt the Closing, rights if the Alternative Agreement Termination Date shall not have occurred prior to ▇▇▇such time, other remedies Purchaser shall deposit, or other recourse against Sellershall cause to be deposited, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of Escrow Agent the Alternative Agreement Escrow Amount. The Alternative Agreement Escrow Fund shall be held in an escrow account by the Escrow Agent in accordance with the Escrow Agreement are expressly released and waived by Buyer shall be available to compensate Purchaser for all Losses arising or relating to the fullest Alternative Assumed Agreements. To the extent permitted not used for such purposes, the Alternative Agreement Escrow Fund shall be released as provided in this Section 2.4, Article VIII and the Escrow Agreement. (d) The Indemnity Escrow Fund shall be disbursed by lawthe Escrow Agent as follows: (i) from time to time prior to the date which is eighteen (18) months after the Closing Date (the “General Indemnity Escrow Release Date”), the Indemnity Escrow Fund shall be disbursed by the Escrow Agent to Purchaser to the extent required to pay indemnification obligations of the Sellers under Article VIII; provided, however, that such disbursements shall be made by the Escrow Agent only upon (and in each case within five (5) Business Days of) receipt of (x) joint written instructions executed by Purchaser and Sellers (a “Joint Written Instruction”), (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement; (ii) on the fifth (5th) Business Day following each of the six (6) month and twelve (12) month anniversaries of the Closing Date (each six (6) month and twelve (12) month anniversary and the General Indemnity Escrow Release Date, an “Indemnity Escrow Release Date”), any portion of the Indemnity Escrow Fund in excess of the then applicable Indemnity Escrow Minimum shall be disbursed by the Escrow Agent to Sellers, provided, however, that if as of the applicable Indemnity Escrow Release Date, there are Unresolved Claims in excess of the then applicable Indemnity Escrow Minimum, the Escrow Agent shall not make such disbursement to Sellers until the Unresolved Claims in respect of Pending Claim Amounts in excess of the then applicable Escrow Minimum have been finally determined, in which case each such Pending Claim Amount in excess of the then applicable Indemnity Escrow Minimum shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and Buyer hereby agrees in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to indemnify make such disbursement in the amounts and hold harmless to the Persons set forth therein; (iii) on the fifth (5th) Business Day following the General Indemnity Escrow Release Date, the remaining balance, if any, of the Indemnity Escrow Fund (less any Pending Claim Amount) shall be disbursed by the Escrow Agent to Sellers; and (iv) after the General Indemnity Escrow Release Date, each EFS Released Person Pending Claim Amount shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. (e) The Alternative Agreement Escrow Fund shall be disbursed by the Escrow Agent as follows: (i) from and against any and all lossestime to time prior to Alternative Agreement Termination Date, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses the Alternative Agreement Escrow Fund shall be disbursed by the Escrow Agent to Purchaser to the extent required to pay indemnification obligations of any kind, including reasonably attorneys’ fees and the cost Sellers under Article VIII in respect of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers Losses arising out of or relating to the Alternative Assumed Agreements; provided, however, that such disbursements shall be made by the Escrow Agent only upon (and in each case within five (5) Business Days of) receipt of (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement; (ii) on the fifth (5th) Business Day following the Alternative Agreement Termination Date, the remaining balance, if any, of the Alternative Agreement Escrow Amount (less any claim instituted against any EFS Released Person Pending Claim Amount) shall be disbursed by any the Escrow Agent to Sellers; and (iii) after the Alternative Agreement Termination Date, each Pending Claim Amount shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. (f) For purposes of Buyer’s respective Affiliatesthis Agreement, stockholdersthe term “Unresolved Claims” shall mean, partners(i) with respect to the Indemnity Escrow Fund, membersas of each Indemnity Escrow Release Date, directorsthe aggregate amount of all claims by Purchaser Indemnified Parties for indemnification pursuant to Article VIII, officersor (ii) with respect to the Alternative Agreement Escrow Fund, managersas of the Alternative Agreement Termination Date, liquidators or employees the aggregate amount of all claims by Purchaser Indemnified Parties for indemnification for Losses arising out of relating to the Alternative Assumed Agreements, in each case that have not previously been resolved or satisfied in accordance with this Agreement or that were otherwise unsatisfied as of such mattersIndemnity Escrow Release Date or Alternative Agreement Termination Date, as applicable, and for which Purchaser has provided written notice to the Escrow Agent and Sellers on or prior to such Indemnity Escrow Release Date or Alternative Agreement Termination Date, as applicable, and the term “Pending Claim Amount” shall mean each amount in respect of an Unresolved Claim.

Escrow Funds. (a) EFS agrees that it shall direct At the Escrow Agent Closing, Acquirer will withhold from the shares of Acquirer Common Stock comprising the Total Stock Consideration issuable to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and each Selling Shareholder in connection with the management Share Purchase such Selling Shareholder's Pro Rata Share of the Escrow Agreement are expressly released and waived by Buyer Shares (such aggregate amount of shares of Acquirer Common Stock being referred to herein as the "Escrow Fund"). The Escrow Fund shall be available to compensate Acquirer (on behalf of itself or any other Indemnified Person (as such term is defined in Section 9.2 below)) for Indemnifiable Damages (as such term is defined in Section 9.2 below) pursuant to the fullest extent permitted indemnification obligations of the Selling Shareholders until 11:59 p.m. California time on the date that is eighteen (18) months after the Closing Date (such earlier date, the "Escrow Release Date"). No portion (nor all) of the Escrow Fund, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred, by lawany Selling Shareholder, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against or be taken or reached by any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs legal or expenses equitable process in satisfaction of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out debt or other Liability of any claim instituted against Selling Shareholder, in each case prior to the disbursement of the Escrow Fund to any EFS Released Person Selling Shareholder in accordance with Section 9.1(c) below. [Intentionally Omitted] Within five (5) Business Days following the Escrow Release, Acquirer will disburse to each Selling Shareholder such Selling Shareholder's Pro Rata Share of the Escrow Fund, less (i) that portion of the Escrow Fund previously paid to or reclaimed by Acquirer in satisfaction of claims for indemnification in accordance with Article 9 of this Agreement and (ii) that portion of the Escrow Fund necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate (as defined in Section 9.5 below) delivered to the Shareholders' Agent prior to the Escrow Release Date. Any portion of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out the Escrow Fund held 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 mattersclaims shall be disbursed to the Selling Shareholders within five (5) Business Days following resolution of such claims.

Escrow Funds. To secure the obligations of Sellers set forth in Section 2.05 and Article VIII, at the Closing, Purchaser will deposit the Escrow Amount in immediately available funds in an escrow account with Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”), pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) in substantially the form attached hereto as Exhibit E. (a) EFS agrees that it The Purchase Price Adjustment Escrow Amount shall direct be held in the name of the Escrow Agent solely to distribute one hundred percent (100%) secure the rights of any distributions under Purchaser under, and in accordance with the terms and conditions of, Section 2.05. For applicable Tax purposes, Purchaser shall be treated as the owner of the Purchase Price Adjustment Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any Amount while such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns amount is held in the Purchase Price Adjustment Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedAccount. (b) EFS will manage The RWI Indemnity Escrow Amount shall be held in the name of the Escrow Agent solely to secure the rights of the Purchaser Indemnified Parties under and subject to Section 8.02 for a period of time ending on the first Business Day after that date which is twelve (12) months after the Closing Date (the “Escrow Claim Period”). Within two (2) Business Days following the end of the Escrow Claim Period, Purchaser and the Sellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to Sellers (in the amounts designated by the Sellers’ Representative) any portion of the RWI Indemnity Escrow Amount still held in escrow (and any interest attributable thereto) and not subject to pending, unresolved claims process under of any Purchaser Indemnified Party pursuant and subject to Section 8.02. If prior to the expiration of the Escrow Claim Period, any Purchaser Indemnified Party has made a claim pursuant and subject to Section 8.02 that has not been resolved in accordance with Article VIII and the Escrow Agreement with as of the Prior Ownerexpiration of the Escrow Claim Period, the Escrow Agent shall retain in the RWI Indemnity Escrow Account, after the expiration of the Escrow Claim Period, a portion of the RWI Indemnity Escrow Amount having an aggregate value equal to the asserted damages amount or contested portion of said amount, as the case may be, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share respect to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing all such claims process with made prior to the Prior Owner. No settlement under expiration of the Escrow Claim Period which have not then been resolved. All funds retained in the RWI Indemnity Escrow Account after the Escrow Claim Period shall, as appropriate, be released to either Purchaser or Sellers (in the amounts designated by the Sellers’ Representative), as applicable, upon resolution of such disputed claims pursuant to this Agreement will and the Escrow Agreement. For applicable Tax purposes, Purchaser shall be agreed treated as the owner of the RWI Indemnity Escrow Amount while such amount is held in the RWI Indemnity Escrow Account. For the avoidance of doubt, neither Parent, Purchaser nor any of the Companies shall have any responsibility or Liability to any Seller with respect to the allocation of any amounts by EFS without the prior written approval of Buyer, such approval not Sellers’ Representative pursuant to be unreasonably withheld or delayedthis Section 2.08(b). (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, The Special Indemnity Escrow Amount shall be held in the “EFS Released Persons”) for and in connection with the management name of the Escrow Agent solely to secure the rights of the Purchaser Indemnified Parties under and subject to Section 8.02(e) for a period of time ending on the first Business Day after that date which is sixty (60) months after the Closing Date (the “Special Escrow Claim Period”). The Special Indemnity Escrow Amount will be held in the Special Indemnity Escrow Account until released in accordance with the terms and conditions provided in the Escrow Agreement are expressly released and waived by Buyer Schedule 8.02(e). For applicable Tax purposes, Purchaser shall be treated as the owner of the Special Indemnity Escrow Funds while such amount is held in the Special Indemnity Escrow Account. For the avoidance of doubt, neither Parent, Purchaser nor any of the Companies shall have any responsibility or Liability to any Seller with respect to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses allocation of any kind, including reasonably attorneysamounts by the Sellers’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersRepresentative pursuant to this Section 2.08(c).

Escrow Funds. From and after the Closing (a) EFS agrees that it shall direct but subject to the provisions of this Article VIII and the Escrow Agent to distribute one hundred percent Agreement) until December 31, 2015 (100%) of any distributions under the "Indemnity Escrow Agreement to EFSPeriod"), which Buyer Indemnitees shall paybe entitled, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement accordance with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management terms of the Escrow Agreement are expressly released and waived Agreement, to receive Escrow Shares or proceeds from the Indemnity Escrow Funds in respect of any Losses suffered or incurred by any Buyer Indemnitee to the fullest extent permitted such Losses result from or arise out of matters which entitle such Buyer Indemnitee to indemnification under Article VIII. During the Indemnity Escrow Period, the indemnification obligations of Sellers pursuant to this Article VIII will be first satisfied by lawa distribution out of the Escrow Account to the applicable Buyer Indemnitee of a number of Escrow Shares having an aggregate value equal to the amount of such Losses as calculated pursuant to Section 8.6. Following the release to Buyer Indemnitees of all Escrow Shares in accordance with the preceding sentence, the indemnification obligations of Sellers will next be satisfied from the cash portion of the Indemnity Escrow Funds until such funds have been exhausted or the Claims for indemnification shall exceed the then-current balance in the Indemnity Escrow Funds, and thereafter, subject to the limitations in this Article VIII, directly by Sellers pursuant to this Article VIII. A distribution out of the Escrow Account in accordance with the immediately preceding two sentences shall be the sole and exclusive remedy of the Buyer hereby agrees Indemnitees for all Losses relating to indemnify and hold harmless each EFS Released Person from and against claims for indemnification pursuant to Section 8.1 (other than Losses arising out of arising out of breaches of any and all lossesFundamental Representation or in the case of fraud or intentional misrepresentation). The "Indemnity Escrow Funds" means the then-current amounts held in the Escrow Account, damages, deficiencies, judgmentsincluding any dividends, interest, awardsdistributions and other income received in respect thereof, penaltiesless any losses on investments thereof, fines, costs or expenses of any kind, including reasonably attorneys’ fees less distributions thereof in accordance with this Agreement and the cost Escrow Agreement. At the end of enforcing the Indemnity Escrow Period, the Indemnity Escrow Funds, less any right amounts subject to a pending Claims Notice (as defined in the Escrow Agreement), shall be disbursed to Sellers' Representative and/or Sellers in accordance with the terms and conditions of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersEscrow Agreement.

Escrow Funds. (a) EFS agrees that it shall direct Contemporaneously with the execution hereof, Hilliard Seller has deposited with Escrow Agent the Escrow Funds. Escrow Agent to distribute one hundred percent (100%) of any distributions under shall hold the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns Funds in escrow and disburse the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedFunds only as set forth below. (b) EFS will manage the escrow claims process under Escrow Agent hereby acknowledges receipt of the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share Funds and covenants and agrees to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under hold the Escrow Agreement will be agreed Funds in escrow as provided above and, subject to by EFS without Section 3(d) below, disburse the prior written approval Escrow Funds to Buyer within ten (10) days following receipt of Buyer, a Payment Request in an amount equal to the portion of the Escrow Funds set forth on such approval not to be unreasonably withheld or delayedPayment Request. (c) Buyer agrees that The Escrow Funds shall be held in an interest bearing account and any interest accrued thereon shall be added to and become part of the Escrow Funds payable in accordance herewith. (d) If Escrow Agent receives a written notice from either Seller within ten (10) days following receipt of a Payment Request objecting to such Payment Request (a “Dispute Notice”), then Escrow Agent shall withhold such delivery until Buyers and such Seller resolve the objection and Escrow Agent receives either written instructions signed by both parties or a court order directing a delivery of the Escrow Funds. Buyers and such Seller agree to send to the other a duplicate copy of any written notice sent to the Escrow Agent with respect to the subject matter of this Escrow Agreement. (e) In no event shall Sellers’ liability to Buyers pursuant to this Agreement exceed the amount of the Escrow Funds, regardless of the actual NOI for the Facility for the Term hereof. The foregoing shall in no way reduce, eliminate or modify Sellers’ obligations to Buyers under the Purchase Agreements. (f) In no event shall the balance of the Escrow Funds be less than, and Sellers are hereby jointly and severally obligated to replenish and maintain the Escrow Funds to equal or exceed, Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) at all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectivelytimes during the Survival Period. For purposes of this Section 3(f), the “EFS Released Persons”Survival Period” means the period of time commencing on the date hereof and continuing until the later of (1) for the date that is eighteen (18) months following the date hereof, and (2) if a Payment Request has been submitted within eighteen (18) months following the date hereof, then the date on which the amount of such Payment Request has been paid to the applicable Buyer or, if a Dispute Notice has been issued with respect to such Payment Request, then on the date such dispute has been resolved in accordance with the terms hereof and any payments due in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersdispute resolution have been made.

Escrow Funds. (aA) EFS agrees that it At the Closing, Parent shall direct transfer, by wire transfer of immediately available funds, (I) the Adjustment Escrow Amount to the Escrow Agent to distribute one hundred percent hold in trust as an escrow fund (100%the “Adjustment Escrow Fund”) under the terms of any distributions under this Agreement and the Escrow Agreement and (II) the Indemnity Escrow Amount to EFS, which shall pay, or cause the Escrow Agent similarly to be paidheld in trust as an escrow fund (the “Indemnity Escrow Fund” and, one hundred percent (100%) together with the Adjustment Escrow Fund, the “Escrow Funds”). The parties hereto agree that, for Tax purposes only, Parent is the owner of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the cash in the Escrow Agreement to Buyer. EFS shall have Funds and that all interest on or other taxable income, if any, earned from the right to assign investment of such cash in the Escrow Funds pursuant to this Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to shall be unreasonably withheld or delayedtreated for Tax purposes as earned by Parent. (bB) EFS will manage the escrow claims process under Parent, Seller and the Escrow Agent shall enter into an Escrow Agreement with in substantially the Prior Ownerform attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Agreement shall be entered into at the Closing, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs among Parent, Seller and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of BuyerAgent, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other shall provide Parent with recourse against the Adjustment Escrow Fund with respect to Seller, EFS ’s obligations under Section 1.3(e)(i) until it is exhausted or disbursed pursuant to Section 1.3(e)(iii) and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees against the Indemnity Escrow Fund with respect to Seller’s obligations under Article VI during the period through the 12-month anniversary of the Agreement Date (collectively, the “EFS Released PersonsEscrow Period”) for ), subject to the terms and conditions set forth in connection with the management Escrow Agreement. If on the 12-month anniversary of the Agreement Date there are funds remaining in the Indemnity Escrow Fund that are not subject to any Unresolved Claim, Parent and Seller shall promptly provide a joint written instruction to the Escrow Agent to deliver such funds, by wire transfer of immediately available funds, to Seller; provided, that if an Indemnification Claim Notice has been received by Seller and the Escrow Agent prior to the end of the Escrow Agreement are expressly released Period, an amount in respect of the claims set forth in such Indemnification Claim Notice shall be retained by the Escrow Agent until final resolution of such claims. The proceeds in the Escrow Funds shall be distributed to Seller and waived by Buyer to Parent at the fullest extent permitted by lawtimes, and Buyer hereby agrees upon the terms and conditions, set forth in this Agreement and the Escrow Agreement. The Adjustment Escrow Amount and the Indemnity Escrow Amount shall each be held as a trust fund and shall not be subject to indemnify and hold harmless each EFS Released Person from and against any and all lossesEncumbrance, damagesattachment, deficiencies, judgments, interest, awards, penalties, fines, costs trustee process or expenses any other judicial process of any kindcreditor of any party, including reasonably attorneys’ fees and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersEscrow Agreement.

Escrow Funds. (a) EFS agrees that it The Trust shall direct deliver to the Escrow Agent $90,000,000 by transfer of immediately available funds to an account designated in writing by the Escrow Agent to distribute one hundred percent the Trust (100%) of any distributions under the "Escrow Agreement Account"); provided, however, that, if prior to EFSthe Closing Date (as defined in the Merger Agreement), the Court has issued an order, which order shall paybe in full force and effect, providing that, in connection with the liquidation, insolvency (or similar bankruptcy event), reorganization, termination, dissolution or winding up of the Trust, (i) the Trustees shall, prior to paying beneficiaries, creditors or possible claimants of the Trust, pay or cause to be paidpaid from the Escrow Funds the amount of Taxes owed to the Internal Revenue Service and the other applicable taxing authorities (the "Escrow Funds Priority") and/or (ii) the Company shall have priority over beneficiaries, one hundred percent creditors or possible claimants of the Trust with respect to its claims for indemnification for Taxes set forth in the Tax Matters Agreement (100%the "Indemnification Priority"), the Trust shall only transfer to the Escrow Agent for deposit into the Escrow Account $30,000,000 (or $40,000,000 if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered). The Company agrees that if the Escrow Funds Priority is granted by the Court after the date hereof, the Trust shall be entitled to withdraw an amount of funds from the Escrow Account such that the remaining liquid assets, including, without limitation, cash and freely tradable securities (the "Liquid Assets"), in the Escrow Account shall have a fair market value of at least $40,000,000 (or at least $30,000,000 if the Indemnification Priority is also granted). The Trust further agrees that if both the Escrow Funds Priority and the Indemnification Priority are in effect, or if only the Escrow Funds Priority is in effect, it shall on or prior to the date that each quarterly tax payments are required to be made to the Internal Revenue Service, whether or not the Trust is required to make a payment on such date (a "Tax Payment Date"), deliver to the Escrow Agent for deposit in the Escrow Account Liquid Assets with a fair market value sufficient to cause the amount of Liquid Assets constituting the Escrow Funds (after taking into account the Taxes paid or required to be paid for such quarter) to have a fair market value of not less than 150% (or 200% if the Escrow Funds Priority has been ordered but the Indemnification Priority has not been ordered) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller the greater of (i) the projected Taxes determined by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined Trust in good faith to be owed by EFS the Trust for the next succeeding four calendar quarters and Buyer(ii) of EFS’ reasonable out-of-pocket costs and expenses the Taxes paid by the Trust during any four consecutive calendar quarters within the immediately preceding eight calendar quarters (such greater amount, the "Tax Amount"). The amounts deposited in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will Account from time to time as contemplated above, together with all interest and other income earned thereon, including, without limitation, any capital gains, is referred to herein as the "Escrow Funds." The Escrow Funds shall be agreed to held by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, Escrow Agent for the “EFS Released Persons”) for and in connection with the management benefit of the Trust as provided in this Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersAgreement.

Escrow Funds. (a) EFS agrees that it The Escrow Funds shall direct be available to the Parent Indemnified Parties for amounts due and owing within this ARTICLE VII, as well as to pay Parent any adjustments required pursuant to Section 2.19, subject in each case to the terms and conditions of the Escrow Agreement. (b) Within five (5) Business Days following the Expiration Date, with respect to the Indemnity Escrow Account, the Parties shall cause the Escrow Agent to distribute one hundred percent to the Member Representative for further distribution to the Unitholders and Warrantholder, the excess, if any, of the remaining portion of the Indemnity Escrow Account, over the aggregate amount of all Losses specified in any then-unresolved indemnification claims (100%the “Pending Claims”) of made by any distributions under the Escrow Agreement Parent Indemnified Party pursuant to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedthis ARTICLE VII. (c) Buyer agrees that Promptly after all Pending Claims have been resolved and satisfied, the Member Representative and Parent shall deliver joint instructions to the Escrow Agent to distribute to the Member Representative for further distribution to the Unitholders and Warrantholders the remaining portion of the Indemnity Escrow Account not required to satisfy such claims in accordance with the Consideration Spreadsheet. (d) Without limiting the foregoing, Parent and the Member Representative agree to promptly deliver joint instructions to the Escrow Agent to distribute to Parent or to the Member Representative for further distribution to the Unitholders and Warrantholders amounts out of the Indemnity Escrow Account to which any Parent Indemnified Party or the Unitholders and all Claims againstWarrantholders are entitled in accordance with the terms of this Agreement and the Escrow Agreement. (e) Distributions from the Indemnity Escrow Account to the Unitholders and Warrantholders pursuant to this Section 7.10 and the Escrow Agreement (such distributions, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released PersonsEscrow Release Amount”) shall be made to (or to the Member Representative for and in connection with the management further distribution to) each of the Escrow Agreement are expressly released Unitholders and waived by Buyer Warrantholders in proportion to the fullest extent permitted by law, such Unitholder’s and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of BuyerWarrantholder’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out Pro Rata Share of such mattersEscrow Release Amount.

Escrow Funds. At the Closing, Parent shall deliver, and the Principal Members and the KMV Corporation Shareholders shall be deemed to have received and deposited, pro rata in accordance with their respective ownership percentages set forth on the Closing Consideration Exhibit, cash in the amount of $45,000,000 (athe "Escrow Funds") EFS agrees that it to an escrow account (the "Escrow Account") to be established by Parent with Citibank N.A., or an escrow agent to be designated by Parent and approved by the Member Representative (which approval shall direct not be unreasonably withheld) prior to the Closing (the "Escrow Agent") to be held by the Escrow Agent, pursuant to the terms of an escrow agreement, consistent with the provisions of this Agreement and otherwise in form and substance reasonably satisfactory to Parent, the Company and the Member Representative (the "Escrow Agreement"), to provide for the satisfaction of claims for indemnification made by Parent pursuant to Article 10 of this Agreement. Any fees and expenses of the Escrow Agent shall be paid by Parent. The Escrow Funds shall be retained in the Escrow Account until released pursuant to distribute one hundred percent Section 3.2.3(b) below. During the period in which the Escrow Funds are retained in the Escrow Account, they will be held for the benefit of the Principal Members and KMV Corporation Shareholders (100%) pro rata as provided above), and such Persons shall be entitled to receive the economic benefit of any distributions under interest earned on the Escrow Agreement Funds unless and until and to EFS, which shall pay, or cause the extent it has been determined that Parent is entitled to be paid, one hundred percent (100%) of retain any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Funds in respect of indemnification claims pursuant to Section 10.2.3 of this Agreement are expressly released and waived by Buyer (it being understood that any interest on such Escrow Funds shall be distributed monthly to the fullest extent permitted by lawPrincipal Members and KMV Corporation Shareholders, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person except for interest accrued on the amount of a Resolved Claim Notice (as defined in Section 10.2.3(a) of this Agreement) from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses the date of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out Escrow Agent's receipt of such mattersResolved Claim Notice until payment thereof to Parent, which interest shall be payable to Parent). The parties to this Agreement hereby agree that the treatment described above shall apply for United States federal income tax purposes and to file all Tax Returns on a basis consistent with such treatment.

Escrow Funds. Parent shall take the following actions: (a) EFS agrees that it shall direct the Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFS, which shall pay, deposit or cause to be paid, one hundred percent (100%) of any such distributions paid to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign Agent, in accordance with the Escrow Agreement at Agreement, the Purchase Price Adjustment Escrow Amount (such amount, including any time to Buyerinterest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, provided that Buyer consents to such assignment in writing, such consent not the “Purchase Price Adjustment Escrow Fund”) to be unreasonably withheld or delayed.held for the purpose of securing the obligations pursuant to Section 2.16(d); (b) EFS will manage the escrow claims process under deposit or cause to be paid to the Escrow Agreement Agent, in accordance with the Prior OwnerEscrow Agreement, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share the Cash Indemnification Escrow Amount (such proportionate share amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Cash Indemnification Escrow Fund”), to be determined held for the purpose of partially securing the indemnification obligations of the Company Equityholders set forth in good faith by EFS this Agreement, including Article VIII and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed.Section 6.03; (c) Buyer agrees that holdback and reserve for issuance on the books and records of Parent, the Parent Stock Holdback Amount (such amount, including any and all Claims against, rights to ▇▇▇, other remedies interest or other recourse against Seller, EFS amounts earned thereon and their respective Affiliates less any disbursements therefrom the “Parent Stock Holdback Fund” and their respective stockholders, partners, members, directors, officers, manager, liquidators together with the Purchase Price Adjustment Escrow Fund and employees (collectivelythe Cash Indemnification Escrow Fund, the “EFS Released PersonsEscrow Funds”), to be held for the purpose of partially securing the indemnification obligations of the Company Equityholders set forth in this Agreement, including Article VIII and Section 6.03; and (d) deposit or cause to be paid to the Stockholder Representative, the Stockholder Representative Expense Amount (such amount, the “Stockholder Representative Expense Fund”), to be held for and the purpose of funding any expenses of Stockholder Representative arising in connection with the management administration of Stockholder Representative’s duties in this Agreement after the Effective Time. The balance of the Escrow Agreement are expressly released and waived Stockholder Representative Expense Fund, if any, will be distributed by Buyer the Stockholder Representative to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against Company Equityholders in accordance with their respective Allocation Percentages. The parties agree that the Stockholder Representative is not acting as a withholding agent or in any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and similar capacity in connection with the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersStockholder Representative Expense Fund.

Escrow Funds. (a) EFS agrees that it shall direct At the Effective Time, the Company's stockholders will be deemed to have received from Parent and deposited with the Escrow Agent the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act on the part of any stockholder. As soon as practicable after the Effective Time, the Escrow Shares, without any act on the part of any Company stockholder, will be deposited with First Union National Bank as Escrow Agent (the "Escrow Agent"), pursuant to distribute one hundred percent an Escrow Agreement, such deposits to constitute three escrow funds (100%the "Escrow Funds") to serve as the exclusive (other than with respect to claims of fraud or intentional misrepresentation) source from which any Losses (defined in Section 8.3) of the Parent, its officers, directors, agents and Affiliates (including the Surviving Corporation) may be indemnified pursuant to the provisions of Section 8.3. The Company Stockholders shall not be required to contribute additional shares of Parent Common Stock or any distributions other asset or cash (other than cash received as a result of a sale of Escrow Shares by the Escrow Agent at the request of the Securityholder Agent) to the Escrow Funds after the Effective Time. The Escrow Funds shall be governed by the terms set forth herein and in the Escrow Agreement. The number of Escrow Shares deposited on behalf of each stockholder of the Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(a) and shall be in the respective share amounts and percentages listed opposite each Company stockholder's name listed in Schedules to be attached to the Escrow Agreement in form and substance reasonably acceptable to EFS, which shall pay, or cause Parent to be paidexecuted by the Company and delivered to Parent at Closing (individually, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the an "Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to BuyerSchedule" and, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and "Escrow Schedules"). No shares of Parent Common Stock deposited in connection with the management of the Escrow Agreement are expressly released and waived by Buyer Funds shall be unvested or subject to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and repurchase, risk of forfeiture or other condition in favor of the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators Company or employees arising out of such mattersthe Surviving Corporation.

Escrow Funds. (a) EFS agrees that it shall direct the Escrow Agent to distribute one hundred percent (100%) There may be Periodic Payments due under this Deed of any distributions under the Escrow Agreement to EFSTrust, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Principal Amount has been paid in full, and there is no longer any money owing. As such, the Borrower herein agrees to pay to the Lender, ________________________, additional monies (the "Escrow Agreement Funds") to Buyerprovide for the payment of the following "Escrow Items": Any and all yearly property and/or schools taxes, assessments or other items, which are considered a priority over this Deed of Trust as an encumbrance and/or lien on the Property; Lease Payment, if any, which may be associated with the Property; Payment for any and all insurance premiums related with the Property, including but not limited to, Mortgage Insurance which may be required by the Lender. EFS It is the responsibility of the Borrower to ensure that the Lender is made aware of any and all monies that require payments with regards to this Section. Upon the request of the Lender, the Borrower shall provide any receipts, bills, and/or invoices verifying or validating such payments to the Lender. Should the Borrower fail to make said payments in a timely manner, the Lender, at its discretion, make any and all past due payments of the aforementioned "Escrow Items," and as such, the Borrower shall then be obligated to repay the Lender for any such amount paid. The Lender shall have the right option to assign waive any of the Escrow Agreement at any time Borrower's obligations to Buyer, provided that Buyer consents repay monies to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS Lender for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against"Escrow Items" as it may deem fit by providing to the Borrower written notice of said waiver. If the Lender provides no such waiver, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, it then becomes the “EFS Released Persons”) for and in connection with the management responsibility of the Escrow Agreement are expressly released and waived by Buyer Borrower to make immediate payment directly to the fullest extent permitted Lender, when and where payable as designated by lawthe Lender, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against for the full amount due for any and all lossesEscrow Items. Should the Borrower be obligated to ensure payment of "Escrow Items" directly, damagesand said Borrower fails to ensure such payments are made in a timely fashion, deficienciesthen the Lender reserves the right under this Section to make payment for such amounts and Borrower shall be obligated to repay the Lender for any such amount. It is the responsibility of the Borrower to collect and deposit "Escrow Funds" in accordance with the Real Estate Settlement Procedures Act ("RESPA"). The Lender shall provide an estimate of the amount of the "Escrow Funds" due in accordance with applicable State and/or Federal Law. Should there be a surplus of funds held in escrow, judgmentsas defined in the RESPA, interestthe Lender shall then provide to the Borrower the excess funds in accordance with the RESPA guidelines. However, awardsshould there be a deficiency of said funds held in escrow, penalties, fines, costs or expenses then the Lender shall immediately notify the Borrower in writing of any kind, including reasonably attorneys’ fees such deficiency and the cost Borrower, at that time, must make immediate payment to the Lender any amount necessary to offset the deficiency. Once payment has been made in full of enforcing all "Escrow Items," the Lender shall then promptly refund to the Borrower any right of indemnification hereunder and excess funds which may be held by the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersLender.

Escrow Funds. (a) EFS agrees that it Prior to or on the Closing Date, Parent and the Stockholder Representatives shall direct appoint Bank of America, National Association (or its successor in interest or other institution selected by Parent with the consent of the Stockholder Representatives), as escrow agent (the “Escrow Agent to distribute one hundred percent (100%) of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedAgent”). (b) EFS will manage On the Closing Date, Parent shall deposit or cause to be deposited with the Escrow Agent: (i) in an account separate from the accounts in which the General Escrow Fund, the Employee Litigation Escrow Fund, the Keys Additional Employee Litigation Escrow Fund and the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share Purchase Price Escrow Amount deducted from the amounts payable in respect of the Company Holders as of Closing. Such account shall constitute an escrow claims process fund (the “Purchase Price Escrow Fund”) which shall be available to compensate Parent for any negative Actual Adjustment pursuant to Section 1.8(e)(ii) and be governed by the terms set forth herein and in the Escrow Agreement. (ii) in an account separate from the accounts in which the Purchase Price Escrow Fund, the Employee Litigation Escrow Fund, the Keys Additional Employee Litigation Escrow Fund and the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share General Escrow Amount deducted from the amounts payable in respect of the Company Holders as of Closing. Such account shall constitute an escrow fund (the “General Escrow Fund”) which shall be available to compensate Parent Indemnified Persons pursuant to the indemnification obligations of the Company Holders under Section 8.2(a) and be governed by the terms set forth herein and in the Escrow Agreement. (iii) in an account separate from the accounts in which the Purchase Price Escrow Fund, the General Escrow Fund, the Keys Additional Employee Litigation Escrow Fund and the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share Employee Litigation Escrow Amount deducted from the amounts payable in respect of the Company Holders as of Closing. Such account shall constitute an escrow fund (the “Employee Litigation Escrow Fund” and, together with the General Escrow Fund, the “Escrow Funds”) which shall be available to compensate Parent Indemnified Persons pursuant to the indemnification obligations of the Company Holders under Section 8.2(b) and be governed by the terms set forth herein and in the Escrow Agreement and the Litigation Management Agreement. It is understood and agreed that (x) the Company believes that the ▇▇▇▇▇▇ Case and the Chen Case are without merit and intends to vigorously defend its rights with respect thereto, (y) the Prior OwnerEmployee Litigation Escrow Amount and the Keys Additional Employee Litigation Escrow Amount are based on, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share among other things, the amount demanded by the plaintiffs in the ▇▇▇▇▇▇ Case and the Chen Case, and (such proportionate share z) the Employee Litigation Escrow Amount and the Keys Additional Employee Litigation Escrow Amount do not in any way represent any estimate or indication of the amounts that the Company expects to be determined pay or incur in good faith by EFS resolving the ▇▇▇▇▇▇ Case and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedChen Case. (civ) Buyer agrees that any in addition to the amount deposited pursuant to clause (iii) above, in an account separate from the accounts in which the Purchase Price Escrow Fund, the General Escrow Fund, the Employee Litigation Escrow Fund and all Claims against, rights the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share Keys Additional Employee Litigation Escrow Amount deducted from the amounts payable to ▇▇▇, other remedies or other recourse against Seller, EFS ▇▇▇▇ ▇. ▇▇▇▇ as of Closing. Such account shall constitute an escrow fund (the “Keys Additional Employee Litigation Escrow Fund”) which shall be governed by the terms set forth herein and in the Escrow Agreement. Parent acknowledges and agrees that (A) funds in the Keys Additional Employee Litigation Escrow Fund are for the sole and exclusive benefit of the Company Holders (in their respective capacities as such) and, to the extent not released to the Company Holders pursuant to the Escrow Agreement, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, and (B) neither Parent nor any of its Affiliates and their respective stockholdersshall have any right, partners, members, directors, officers, manager, liquidators and employees title or interest in or claim upon any portion of the Keys Additional Employee Litigation Escrow Fund. (collectivelyv) in an account (the “Stockholder Representative Escrow Account”) separate from the accounts in which the Purchase Price Escrow Fund, the General Escrow Fund, the Employee Litigation Escrow Fund and the Keys Additional Employee Litigation Escrow Fund are held an amount of cash equal to the aggregate Per Share Stockholder Representative Expense Amount deducted from the amounts payable in respect of the Company Holders as of Closing. Such account shall constitute an escrow fund (the “EFS Released PersonsStockholder Representative Escrow Fund”) (which fund, for the avoidance of doubt, shall include all amounts deposited pursuant to this clause (v) and clause (vi) below) which shall be available to defray, offset, or pay any charges, fees, costs, liabilities or expenses of the Stockholder Representatives incurred in connection with the management of transactions contemplated by this Agreement and the Escrow Agreement (and that are expressly released and waived by Buyer not otherwise paid pursuant to the fullest extent permitted by law, terms and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses conditions of any kind, including reasonably attorneys’ fees this Agreement and the cost of enforcing any right of indemnification hereunder Escrow Agreement) and be governed by the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person terms set forth herein and in the Escrow Agreement. (vi) in addition to the amounts deposited pursuant to clause (v) above, in the Stockholder Representative Escrow Account, $750,000 in cash, which (in addition to the uses permitted under clause (v) above) shall be used by any of Buyer’s respective Affiliatesthe Stockholder Representatives (A) to pay for additional advisory fees or employee bonuses relating to the Merger, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters(B) otherwise as determined by the Stockholder Representatives in accordance with the Escrow Agreement.

Escrow Funds. (a) EFS agrees that it The Indemnity Escrow Amount and the Adjustment Escrow Amount (collectively, the “Escrow Funds”) shall direct be held by the Exchange Agent in accordance with the terms of this Agreement and the terms of the Escrow Agent Agreement. Subject to distribute one hundred percent (100%) the terms of the Escrow Agreement, the Escrow Funds shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any distributions under creditor of the Exchange Agent or any of the other parties to the Escrow Agreement, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the terms of the Escrow Agreement. Any amounts held of the Adjustment Escrow Amount following the Final Adjustment Amount Determination Date shall be released to EFSthe Exchange Agent, which shall payfor payment to the Participating Securityholders in the manner contemplated by Section 3.6(d), or cause to be paidfive (5) Business Days following the date on which, one hundred percent as applicable, (100%i) full and final payment is made of any such distributions Final Adjustment Amount payable to Buyer without setoff against amounts Parent pursuant to Section 3.6(d) or (ii) a final determination is made pursuant to Section 3.6(d), if any, that might be owing no Adjustment Amount is payable to EFS or Seller by Buyer until such time as EFS assigns Parent (the “Adjustment Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedExpiration Date”). (b) EFS will manage The Lime Representative and Parent shall, not later than three (3) Business Days after the escrow claims process under Adjustment Escrow Expiration Date, deliver to the Exchange Agent a joint written direction, and the Lime Representative shall deliver to Parent and the Exchange Agent an updated Closing Payment Schedule (which need not be certified by an officer of the Surviving Corporation) setting forth the portion of any distribution of the Adjustment Escrow Agreement with Amount payable to each Participating Securityholder. Each distribution of cash made from the Prior Owner, with reasonable consultation with Buyer. Buyer Adjustment Escrow Amount to each of the Participating Securityholders shall reimburse EFS for its proportionate share (be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayeddistribution. (c) Buyer agrees If there are no outstanding claims or notices of claims, in each case made or given in accordance with Article VIII, for indemnification by any Parent Indemnitee that would be payable from the Indemnity Escrow Account on the date that is fifteen (15) months after the Closing Date (the “Indemnity Escrow Termination Date”), then the Lime Representative and Parent shall promptly (but in any and all Claims against, rights event within two (2) Business Days after the Indemnity Escrow Termination Date) deliver to ▇▇▇, other remedies or other recourse against Seller, EFS and the Exchange Agent a joint release instruction for release of any remaining amount in the Indemnity Escrow Account to the Participating Securityholders (in accordance with their respective Affiliates Pro Rata Fractions of such released amounts) in accordance with the terms of the Escrow Agreement; provided, however, that with respect to a Participating Securityholder that is a holder of Exercisable Lime Options, such instruction shall direct the amount payable to such Participating Securityholder with respect to such Exercisable Lime Options to be paid to the Surviving Corporation, which shall promptly pay such amount to such Participating Securityholder through the Surviving Corporation’s payroll system on the first normal payroll date following such release. (d) If there are outstanding claims or notices of claims, in each case made or given in accordance with Article VIII, for indemnification by any Parent Indemnitee that would be payable from the Indemnity Escrow Account as of the Indemnity Escrow Termination Date, then Parent and the Lime Representative shall promptly (but in any event within two (2) Business Days after the Indemnity Escrow Termination Date) deliver to the Exchange Agent a joint release instruction for payment of an amount equal to (x) the amount of any remaining amounts in the Indemnity Escrow Account to the Participating Securityholders in the manner contemplated by Section 3.7(c), less (y) the disputed amount corresponding to each such outstanding claims, in accordance with the Escrow Agreement; provided, that the remaining balance of any amount withheld with respect to each outstanding claim shall be released to the Participating Securityholders (in accordance with their respective stockholdersPro Rata Fractions of such released amounts) in the manner contemplated by Section 3.7(c) (i) upon resolution and final satisfaction of each such outstanding claim in accordance with Article VIII and set forth in a joint release instruction delivered by Parent and Lime Representative to the Exchange Agent (which shall be given promptly after the date of such resolution) and (ii) thereafter, partnersupon delivery by Parent and Lime Representative of a joint release instruction to the Exchange Agent for payment of any remaining amounts in the Indemnity Escrow Account, membersin each case in accordance with the Escrow Agreement. (e) Any income, directorsgains, officerslosses and expenses of the Escrow Funds shall be included by Parent as taxable income or loss of Parent to the extent allowed under the Code and related Treasury Regulations, managerand any income and gains of the Escrow Funds shall be available to Parent as part of the Escrow Funds, liquidators and employees (collectively, the “EFS Released Persons”) for and but if not paid to Parent in connection with an Adjustment Amount in accordance with Section 3.6 shall ultimately be distributable to the management Participating Securityholders in accordance with this Agreement and the Escrow Agreement. Parent shall be entitled to a distribution each calendar quarter equal to the product of the amount of any income and gains allocated to Parent for such quarter multiplied by 30%. (f) The approval of this Agreement by written consent in lieu of a meeting of Lime stockholders, and the acceptance of a portion of the Merger Consideration by the Participating Securityholders, shall constitute approval of the Escrow Agreement are expressly released and waived by Buyer of all of the arrangements relating thereto, including the placement of the Indemnity Escrow Amount and the Adjustment Escrow Amount in the Escrow Funds in accordance with the terms hereof and thereof. (g) The parties hereto agree to treat any payments made pursuant to Section 3.6 or Article VIII as adjustments to the fullest Merger Consideration for all Tax purposes to the maximum extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersapplicable Law.

Escrow Funds. (a) EFS agrees As soon as practicable after the Effective Time, Parent will deposit the One Year Escrow Amount and the Three Year Escrow Amount, without any act of any Company Stockholder, with Computershare Trust Company, Inc., as Escrow Agent, such deposit to constitute the One Year Escrow Fund and the Three Year Escrow Fund to be governed by the terms set forth herein. The Parties agree that it shall direct the cost and expense of operating the One Year Escrow Fund and the Three Year Escrow will be paid by the Parent, including the Escrow Agent fees as provided to distribute one hundred the Parent. Pursuant to Section 3.8 hereof, each holder of Company Common Stock shall contribute to the One Year Escrow Fund an amount equal to twelve and one-half percent (10012.5%) of any distributions the Merger Consideration which such holder would otherwise be entitled to receive under Section 3.1 and the Principal Stockholders shall contribute to the Three Year Escrow Fund an amount equal to such holder’s pro rata portion of the Three Year Escrow Fund and such amounts shall be withheld by Parent from the distribution of the Merger Consideration and deposited with the Escrow Agreement Agent. Except for a claim arising under Section 3.5 hereof, Parent and its Affiliates may not receive any amounts from the One Year Escrow Fund unless and until Officer’s Certificates (as defined in Section 9.3(e) below) identifying Losses, the aggregate amount of which exceeds $175,000, have been delivered to EFSthe Escrow Agent as provided in Section 9.3(e) (there shall not be any such threshold with respect to Losses incurred, which shall pay, suffered or cause to be paid, one hundred percent accrued as a result of a breach or inaccuracy in any of the representations or warranties of the Company set forth in Section 4.17 (100%Intellectual Property) of this Agreement as such Losses relate to the Three Year Escrow Fund). In such case Parent and its Affiliates may thereafter recover from the One Year Escrow Fund the total of its Losses, including the first $175,000. Except to the extent that the Losses resulted from fraud or any such distributions to Buyer without setoff against amounts that might be owing to EFS willful breach of any representation, warranty or Seller covenant committed by Buyer until such time a Company Stockholder or the Company, claims by the Third Persons (as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”defined below) for Losses shall be satisfied first, from the One Year Escrow Fund or the Three Year Escrow Fund and in connection with second, against the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersCompany Stockholders directly.

Escrow Funds. The Escrow Funds shall be held by the Paying Agent in accordance with the terms of this Agreement and the Escrow Agreement. The Escrow Funds shall be disbursed at the direction of the Parent and the Stockholders’ Representative in accordance with Section 3.3, this Section 3.4 or Section 7.8. Promptly following such disbursement, the Paying Agent shall disburse the balance of the Escrow Funds then remaining to the Company Holders (aor, in the case of a holder of Company Stock Options, to the Surviving Corporation to be paid to such holder of Company Stock Options through the payroll process of the Surviving Corporation (or any third party payroll agent of the Surviving Corporation or Affiliate of the Surviving Corporation designated by Parent) EFS agrees in accordance with applicable payroll procedures) pro rata in accordance with their respective Pro Rata Percentages as a portion of the Merger Consideration payable to the Company Holders; provided that it the balance of the Escrow Funds shall direct not be so disbursed prior to the six-month anniversary of the Closing Date (such date, the “Escrow Expiration Date”) without Parent’s prior written consent. Promptly following the Escrow Expiration Date, the Paying Agent shall disburse the balance of the Escrow Funds then remaining to the Company Holders (or, in the case of a holder of Company Stock Options, to the Surviving Corporation to be paid to such holder of Company Stock Options through the payroll process of the Surviving Corporation (or any third party payroll agent of the Surviving Corporation or Affiliate of the Surviving Corporation designated by Parent) in accordance with applicable payroll procedures) (less the maximum aggregate amount of the Escrow Funds that would be required to satisfy in full any and all outstanding claims received by the Escrow Agent on or prior to distribute one hundred percent (100%) of any distributions under the Escrow Expiration Date in accordance with the Escrow Agreement that remain pending and unresolved (or resolved but unpaid) as of the Escrow Expiration Date) pro rata in accordance with their respective Pro Rata Percentages as a portion of the Merger Consideration payable to EFSthe Company Holders. Notwithstanding anything to the contrary in this Agreement, which Parent’s and Sub’s sole recourse for payment of any amounts due to Parent pursuant to Section 3.3, this Section 3.4 or Section 7.8 shall be to the Escrow Account and neither Parent nor Sub or any of their respective Affiliates shall have any claim against the Company, the Stockholders’ Representative or any of their respective Affiliates in respect of such amounts. The Parent shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayed. (b) EFS will manage the escrow claims process under the Escrow Agreement with the Prior Owner, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share (such proportionate share to be determined in good faith by EFS and Buyer) of EFS’ reasonable out-of-pocket costs all fees and expenses in managing such claims process with payable to the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and Paying Agent in connection with the management of the Escrow Agreement are expressly released and waived by Buyer its services pursuant to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such mattersthis Agreement.

Escrow Funds. (a) EFS agrees that it shall direct On the Effective Date, Buyer will deposit on behalf of Seller the General Escrow Shares (the “General Escrow Amount”) with the Escrow Agent without any act of Seller. On the Effective Date, the General Escrow Amount, without any act of Seller, will be deposited with the Escrow Agent, such deposit to distribute one hundred percent constitute an escrow fund (100%the “General Escrow Fund”) to be governed by the terms and provisions set forth in the General Escrow Agreement, at Buyer’s cost and expense. The General Escrow Amount shall be available, subject to the terms of the General Escrow Agreement and this Agreement, to satisfy claims by Buyer for indemnification pursuant to Sections 11.2(a) and 11.2(b) of any distributions under the Escrow Agreement to EFS, which shall pay, or cause to be paid, one hundred percent (100%) of any such distributions to Buyer without setoff against amounts that might be owing to EFS or Seller by Buyer until such time as EFS assigns the Escrow Agreement to Buyer. EFS shall have the right to assign the Escrow Agreement at any time to Buyer, provided that Buyer consents to such assignment in writing, such consent not to be unreasonably withheld or delayedthis Agreement. (b) EFS On the Effective Date, Buyer will manage deposit on behalf of Seller the escrow claims process under Oxygen Escrow Shares (the “Oxygen Escrow Amount”) with the Escrow Agreement Agent without any act of Seller. On the Effective Date, the Oxygen Escrow Amount, without any act of Seller, will be deposited with the Prior OwnerEscrow Agent, with reasonable consultation with Buyer. Buyer shall reimburse EFS for its proportionate share such deposit to constitute an escrow fund (such proportionate share the “Oxygen Escrow Fund”) to be determined governed by the terms and provisions set forth in good faith the Oxygen Escrow Agreement, at Buyer’s cost and expense. The Oxygen Escrow Amount shall be available, subject to the terms of the Oxygen Escrow Agreement and this Agreement, to satisfy claims by EFS and BuyerBuyer for indemnification pursuant to Section 11.2(c) of EFS’ reasonable out-of-pocket costs and expenses in managing such claims process with the Prior Owner. No settlement under the Escrow Agreement will be agreed to by EFS without the prior written approval of Buyer, such approval not to be unreasonably withheld or delayedthis Agreement. (c) Buyer agrees that any and all Claims against, rights to ▇▇▇, other remedies or other recourse against Seller, EFS and their respective Affiliates and their respective stockholders, partners, members, directors, officers, manager, liquidators and employees (collectively, the “EFS Released Persons”) for and in connection with the management of the Escrow Agreement are expressly released and waived by Buyer to the fullest extent permitted by law, and Buyer hereby agrees to indemnify and hold harmless each EFS Released Person from and against any and all losses, damages, deficiencies, judgments, interest, awards, penalties, fines, costs or expenses of any kind, including reasonably attorneys’ fees and the cost of enforcing any right of indemnification hereunder and the cost of pursuing any insurance providers arising out of any claim instituted against any EFS Released Person by any of Buyer’s respective Affiliates, stockholders, partners, members, directors, officers, managers, liquidators or employees arising out of such matters.