Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., California time, on the Expiration Date (the “Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof), that is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer’s Certificate delivered to the Escrow Agent prior to termination of such Escrow Period. As soon as all such claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and Parent, the Escrow Agent shall deliver to the Escrow Participants the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the holders of the Company Common Stock pursuant to this Section 8.2(b) shall be made as set forth in Section 8.2(d) of this Agreement. Notwithstanding the foregoing, if, on the 18-month anniversary of the Effective Time the Available Amount (as defined below) is greater than zero, then the Escrow Agent shall deliver to each Escrow Participant who is not listed on Schedule 6.16, the pro rata portion attributable to such holder of that number of shares equal to the Available Amount. The Available Amount shall equal the difference between (A) the amounts originally deposited into the Escrow Fund on behalf of each Escrow Participant who is not listed on Schedule 6.16 at the Effective Time remaining in the Escrow Fund and (B) any amounts necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and subsequent arbitration of the matter in the manner provided in Section 8.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing on or prior to the 18-month anniversary of the Effective Time specified on any Officers’ Certificate delivered to the Escrow Agent prior to or on the 18-month anniversary of the Effective Time. At all times during the Escrow Period, the Escrow Participants shall be deemed to be the record holders of their respective shares of the Parent Common Stock comprising the Escrow Amount.”

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Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing for eighteen (18) months (the "ESCROW PERIOD"). At the expiration of the Escrow Period a portion of the Escrow Fund shall be released from Escrow to the appropriate persons who, prior to the Merger, were shareholders of Nexcom, in an amount equal to the initial Escrow Fund less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to ISSI and its Affiliates pursuant to this Section 10 and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of ISSI, subject to the objection of the Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 10.2(f) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolved (such resolution to be evidenced by the written agreement of ISSI and Agent (as defined below) or the written decision of the arbitrators as described in Section 10.2(f)), the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the shareholders of Nexcom pursuant to this Section 10.2(b) and 10.2(d)(iii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Agent (as defined below).

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Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements and the Escrow Agreement, the Available Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time on the fifth (5th) business day after the Survival Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, is necessary to satisfy any unsatisfied claims, if any, specified in any Officer's Certificate delivered to the Stockholder Representative and the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing on or prior to the Survival Date. Parent shall give the Escrow Agent notice of any amounts of still pending claims, or any unsatisfied claims in any Officer's Certificate. Following the termination of the Escrow Period, each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, not required to satisfy such claims and each of the Indemnifying Parties shall be entitled to receive such person's Pro Rata Portion (if any) of the remaining portion of the Available Escrow Fund, if any, following resolution of all such claims, if any, by Parent. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, sustained, incurred, or accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

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Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate as to 50% of the cash then remaining in the Escrow Fund (the “Initial Distribution”) at 5:00 p.m., California time, on the first anniversary of the Closing Date (the “Initial Escrow Period”); provided, however, that the Initial Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund, necessary to satisfy the aggregate amount of (i) all Losses specified in an Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period, which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof and otherwise subject to the objection of the Stockholder Representative and the subsequent arbitration of the matter provided in Section 8.5 hereof and (ii) all amounts specified in a Reasonably Anticipated Losses Officer’s Certificate delivered to the Escrow Agent prior to the termination of the Initial Escrow Period which has not been successfully challenged by the Stockholder Representative pursuant to Section 8.5 hereof (the “Initial Holdback for Reasonably Anticipated Losses”); provided, however, that with respect to any Initial Holdback for Reasonably Anticipated Losses or Final Holdback for Reasonably Anticipated Losses (as defined below), the Stockholder Representative may object to the Reasonably Anticipated Losses Officer’s Certificate in the manner provided in Section 8.5 hereof. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Initial Distribution, if any, not required to satisfy the Losses identified in any unresolved Officer’s Certificate or amounts identified in the Reasonably Anticipated Losses Certificate. Deliveries of portions of the Initial Distribution to the Stockholders pursuant to this Section shall be made in accordance with their respective Pro Rata Portions. (ii) The remainder of the Escrow Fund shall terminate and be distributed to the Stockholders at 5:00 p.m., California time, on the Survival Date (the “Final Escrow Period” and such distribution, the “Final Distribution”); provided, however, that the Final Escrow Period shall not terminate with respect to such amount (or such portion thereof), not to exceed the aggregate amount remaining in the Escrow Fund,...

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Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the second anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to the Stockholders immediately upon such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date with respect to such claims, and any such amount shall not be distributed to the Stockholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims. No claims may be asserted against the Escrow Fund after the Survival Date. Deliveries of the Escrow Amount out of the Escrow Fund to the Stockholders pursuant to this Section 8.4(e) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).

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