Common use of Escrow Period; Distribution upon Termination of Escrow Periods Clause in Contracts

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., P.S.T., on the date which is the Escrow Termination 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, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Escrow Contributors the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fund. Deliveries of the Escrow Amount out of the Escrow Fund to the Escrow Contributors pursuant to this Section 7.3(b) shall be made according to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount which each Escrow Contributor is deemed to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.

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., P.S.T.local time at Parent’s corporate headquarters in California, on the date which is second anniversary of the Escrow Termination Closing Date (the "ESCROW PERIOD"“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 Period Fund shall not terminate with respect to any amount which, in the reasonable judgment respect of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's ’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Stockholder Representative prior to the seventh (7th) calendar day following the termination of the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of Survival Date with respect to such Escrow Periodclaims, 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 Escrow Contributors Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims. No claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not may be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of asserted against the Escrow FundFund after the Survival Date. Deliveries of the Escrow Amount out of the Escrow Fund to the Escrow Contributors Stockholders pursuant to this Section 7.3(b8.4(e) shall be made according in proportion to their respective Pro Rata Portions of the Parent Common Stock and Reserved Option Shares included remaining amounts in the Escrow Amount which Fund, with the amount delivered to each Escrow Contributor is deemed Stockholder rounded to hold of record as provided in Section 7.3(cthe nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.

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., P.S.T.local time at Parent’s headquarters, on the date which is the Escrow Termination Survival Date (the "ESCROW PERIOD"Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is or may be necessary to satisfy any then pending and unsatisfied claims specified in any Officer's ’s Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the seventh (7th) calendar day following the termination of the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow PeriodSurvival Date. As soon as reasonably practicable after the Suvival Date, a number of shares of Parent Common Stock equal to (x) the Escrow Fund less (y) the aggregate number of shares of Parent Common Stock with a value (based on the Signing Price) equal to the aggregate amount of all claims specified in any Officer’s Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the Survival Date, shall be released by the Escrow Agent for distribution to the Stockholders in accordance with the terms of this Agreement. Thereafter, as soon as any such claims claim referred to in clause (y) above shall have been resolved, the aggregate amount of shares of Parent Common Stock with a value (based on the Signing Price) equal to the amount claimed less any amount distributed to Parent in accordance with Section 7.4, shall promptly be released by Escrow Agent shall deliver for distribution to the Escrow Contributors Stockholders in accordance with the remaining portion terms of the Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fundthis Agreement. Deliveries of the Escrow Amount amounts out of the Escrow Fund to the Escrow Contributors Stockholders pursuant to this Section 7.3(b) hereof shall be made according in proportion to their respective Pro Rata Portions of the remaining shares in the Escrow Fund, with the amount of shares delivered to each Stockholder rounded down to the nearest whole number of shares of Parent Common Stock. Any distribution of all or a portion of the Parent Common Stock and Reserved Option Shares included in to the Stockholders shall be made by delivery of the stock certificate held by the Escrow Amount which Agent representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Stockholders based upon his or her Pro Rata Portion, in each Escrow Contributor is deemed case by issuing to hold of record as provided each such Stockholder a stock certificate representing such allocated shares, registered in Section 7.3(c). Upon termination of such Stockholder’s name set forth on the schedule delivered to the Escrow Period, Parent Agent at Closing and the Shareholders' Agent will jointly notify mailed by first class mail to such Stockholders’ address set forth on such schedule (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing that writing); and, if less than all the then remaining shares of Parent Common Stock are to be so distributed and transferred, the Escrow Fund may be distributed Agent shall instruct the Parent to issue and return to the allocation Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining shares of such distributionParent Common Stock. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take liability for the actions or omissions of, or any action until it has received such noticedelay on the part of, the Parent in connection with the foregoing.

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., P.S.T.11:59 p.m. Washington State time, on the date which is the Escrow Termination 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, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereofStockholder Representative, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Escrow Contributors Company Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fund. Deliveries of the Escrow Amount Shares out of the Escrow Fund to the Escrow Contributors Company Stockholders pursuant to this Section 7.3(bSECTION 6.3(b) shall be made according to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount Shares immediately prior to such delivery which each Escrow Contributor Company Stockholder is deemed to hold of record as provided in Section 7.3(cSECTION 6.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent Stockholders Representative will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. If any Escrow Shares to be delivered are still subject to the Stock Restriction Agreement, such notification will set forth such fact and the Escrow Agent shall incur no liability if such information is not contained therein. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.

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., P.S.T., Pacific time on the date which is fifth (5th) Business Day after the Escrow Termination Survival Date (the "ESCROW PERIOD"“Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's ’s Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect to facts and circumstances existing on or prior to the Survival Date. The Parent shall give the Escrow Agent written notice of the occurrence of both the Effective Time and the Survival Time. The Escrow Agent shall be deemed not to have any knowledge of the occurrence of either the Effective Time or the Survival Time unless and until it has received such notice. Following the termination of such the Escrow Period, the Stockholder Representative shall deliver to the Escrow Agent a notice specifying each Company Stockholder’s Pro Rata Portion of the Escrow Fund. As soon as all Upon receipt of such claims have been resolvednotice, the Escrow Agent shall deliver to each of the Company Stockholders such Person’s Pro Rata Portion (if any) of the remaining portion of the Escrow Contributors Fund not required to satisfy any then pending claims against the Escrow Fund, and shall deliver to each of the Company Stockholders such Person’s Pro Rata Portion (if any) of the remaining portion of the Escrow Fund, if any, not required to satisfy following resolution of all such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fund. Deliveries of the Escrow Amount out of the Escrow Fund to the Escrow Contributors pursuant to this Section 7.3(b) shall be made according to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount which each Escrow Contributor is deemed to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such noticeclaims.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be remain in existence immediately during the period following the Effective Time and shall terminate at 5:00 p.m., P.S.T., on the date which is the Escrow Termination Date Closing for eighteen (18) months (the "ESCROW PERIOD"); provided, however, that . At the expiration of the Escrow Period a portion of the Escrow Fund shall not terminate with respect be released from Escrow to any 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 ParentISSI, subject to the objection of the Shareholder Representative Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.2(e10.2(f) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination end of the Escrow Period with respect to facts Period, which amount shall remain in the Escrow Fund (and circumstances existing prior to the termination of Escrow Fund shall remain in existence) until such Escrow Periodclaims have been resolved. As soon as all such claims have been resolvedresolved (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 Escrow Contributors appropriate persons who, prior to the Merger, were shareholders of Nexcom the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fundclaims. Deliveries of the Escrow Amount out of the Escrow Fund Amounts to the Escrow Contributors shareholders of Nexcom pursuant to this Section 7.3(b10.2(b) and 10.2(d)(iii) shall be made according in proportion to their respective original contributions to the Parent Common Stock and Reserved Option Shares included in Escrow Fund, as calculated by the Escrow Amount which each Escrow Contributor is deemed to hold of record Agent (as provided in Section 7.3(cdefined below). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be remain in existence immediately during the period following the Effective Time and shall terminate at 5:00 p.m., P.S.T., on the date which is the Escrow Termination Date Closing for twelve (12) months (the "ESCROW PERIOD"); provided, however, that . At the expiration of the Escrow Period a portion of the Escrow Fund shall not terminate with respect be released from Escrow to any the appropriate persons who, prior to the Merger, were Inbox Shareholders, 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 Aspec pursuant to this Section 10 and (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of ParentAspec, subject to the objection of the Shareholder Representative Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 7.2(e10.2(f) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination end of the Escrow Period with respect to facts Period, which amount shall remain in the Escrow Fund (and circumstances existing prior to the termination of Escrow Fund shall remain in existence) until such Escrow Periodclaims have been resolved. As soon as all such claims have been resolvedresolved (such resolution to be evidenced by the written agreement of Aspec 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 Escrow Contributors appropriate persons who, prior to the Merger, were Inbox Shareholders the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fundclaims. Deliveries of the Escrow Amount out of the Escrow Fund Amounts to the Escrow Contributors shareholders of Inbox pursuant to this Section 7.3(b10.2(b) and 10.2(d)(iii) shall be made according in proportion to their respective original contributions to the Parent Common Stock and Reserved Option Shares included in Escrow Fund, as calculated by the Escrow Amount which each Escrow Contributor is deemed to hold of record Agent (as provided in Section 7.3(cdefined below). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.

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 Closing and shall terminate at 5:00 p.m., P.S.T., p.m. Pacific time on the date which is the Escrow Termination Survival Date (the "ESCROW PERIOD"“Escrow Period”). On the date that is [***] following the Closing Date (the “Initial Distribution Date”), Buyer and Seller shall deliver a joint written instruction to cause the Escrow Agent to distribute to Seller [***] of the difference between (i) the funds remaining in the Escrow Fund as of such date minus (ii) any amount in respect of any unsatisfied claims specified in any Claim Certificate (“Unresolved Claims”) delivered to the Escrow Agent and Seller prior to the Initial Distribution Date. On the Survival Date, Buyer and Seller shall deliver a joint written instruction to cause the Escrow Agent to distribute the remaining portion of the Escrow Fund to Seller; provided, however, that the Escrow Period Fund shall not terminate with respect to any amount which, in the reasonable judgment respect of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate Unresolved Claims delivered to the Escrow Agent and Seller prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect Survival Date, and any such amount shall not be distributed to facts and circumstances existing prior to the termination of Seller at such Escrow Periodtime. As soon as all such claims Unresolved Claims have been resolved, resolved Buyer and Seller shall deliver a joint written instruction to cause the Escrow Agent shall to (i) deliver to Buyer the remaining portion of the Escrow Contributors Fund required to satisfy such Unresolved Claims and (ii) deliver to Seller the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fund. Deliveries of the Escrow Amount out of the Escrow Fund to the Escrow Contributors pursuant to this Section 7.3(b) shall be made according to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount which each Escrow Contributor is deemed to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such noticeUnresolved Claims.

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., P.S.T., p.m. Pacific Time on the date which is the Escrow Termination Expiration Date (the "ESCROW PERIOD"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the Escrow Fund is necessary in the reasonable judgment of Parent, Recruitsoft (subject to reduction as may be determined by arbitration of the matter as provided in Section 6.2(f) hereof in the event of the objection of the Shareholder Representative and the subsequent arbitration of the matter Stockholder Agent in the manner provided in Section 7.2(e6.2(e) hereof, is necessary ) to satisfy any then pending unsatisfied Losses concerning facts and unsatisfied claims circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver transfer to the Escrow Contributors Xxxxx Xxxxx Stockholders, pursuant to written instructions by Recruitsoft, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Sharesclaims, such shares shall not remaining portion to be delivered to transferred no later than thirty (30) days after the optionee, but rather shall be held in reserve by Parent and shall resolution of such claims. If no longer be held claims exist as part of the Expiration Date, the Escrow Fund. Deliveries Agent shall authorize the release of the Escrow Amount out full amount of the Escrow Fund within ten (10) days of the Expiration Date. Deliveries of Escrow Amount to the Escrow Contributors Xxxxx Xxxxx Stockholders pursuant to this Section 7.3(b6.2(b) shall be made according in proportion to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount which each Escrow Contributor is deemed their respective original contributions to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying as provided on such joint notice and shall have no obligation to take any action until it has received such noticeSchedule 6.2 hereof.

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., P.S.T.local time at Parent’s headquarters, on the date which is thirty (30) days after the Escrow Termination Survival Date (the "ESCROW PERIOD"“Escrow Period”); provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's ’s Certificate delivered to the Escrow Agent and the Shareholder Representative prior to the seventh (7th) calendar day following the termination of the Escrow Period termination date with respect to facts and circumstances existing prior to the termination of such Escrow PeriodSurvival Date. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Escrow Contributors the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fundclaims. Deliveries of the Escrow Amount out of the Escrow Fund to the Escrow Contributors Principal Shareholders pursuant to this Section 7.3(b8.3(d) shall be made according in proportion to their respective Pro Rata Portions of the Parent Common Stock and Reserved Option Shares included remaining amounts in the Escrow Amount which Fund, with the amount delivered to each Escrow Contributor is deemed Principal Shareholder rounded to hold of record as provided in Section 7.3(cthe nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Upon termination If the sum of the Escrow Period, Parent Pro Rata Portions each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up) does not equal the Shareholders' Agent will jointly notify remaining amount in the Escrow Agent in writing Fund, then the appropriate amount will be added to or subtracted from the Pro Rata Portion of the Principal Shareholders such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such noticeFund.

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., P.S.T.local time at Parent's headquarters, on the date which is thirty (30) days after the Escrow Termination Survival Date (the "ESCROW PERIOD")) and the shares held in Escrow shall be delivered to Stockholders promptly thereafter; provided, however, that the Escrow Period shall not terminate with respect to any amount which, in the reasonable good faith judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the seventh (7th) calendar day following the termination of the Escrow Period termination date with respect to facts and circumstances existing Losses arising prior to the termination of such Escrow PeriodSurvival Date. As soon as all each such claims have claim has been resolved, the Escrow Agent shall deliver to the Escrow Contributors the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fundclaim or any remaining claim. Deliveries of the Escrow Amount out of the Escrow Fund to the Escrow Contributors Stockholders pursuant to this Section 7.3(bSECTION 7.3(d) shall be made according in proportion to their respective Pro Rata Portions of the remaining shares in the Escrow Fund, with the amount delivered to each Stockholder rounded to the nearest whole number of shares of Parent Common Stock. If the sum of the Pro Rata Portions (each rounded to the nearest whole number of shares of Parent Common Stock) does not equal the remaining shares in the Escrow Fund, then the appropriate number of shares of Parent Common Stock and Reserved Option Shares included will be added to or subtracted from the Pro Rata Portion of Sequoia Capital X such that the sum of the rounded Pro Rata Portions does equal the remaining shares in the Escrow Amount which each Escrow Contributor is deemed to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such noticeFund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall will be in existence immediately following the Effective Time Closing and shall will terminate at 5:00 p.m., P.S.T.local time, on the date which is thirty (30) days after the Escrow Termination Survival Date (the "ESCROW PERIODEscrow Period"); provided, however, that the Escrow Period shall will not terminate with respect to any amount whichthat, in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall will deliver to the Escrow Contributors Indemnifying Securityholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that to the extent that the Remaining Portion includes Reserve Option Shares, such shares shall not be delivered to the optionee, but rather shall be held in reserve by Parent and shall no longer be held as part of the Escrow Fundclaims. Deliveries of the Escrow Amount Shares out of the Escrow Fund to the Escrow Contributors Founders pursuant to this Section 7.3(b7.3(d) shall will be made according in -------------- proportion to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount which each Escrow Contributor is deemed to hold of record as provided in Section 7.3(c). Upon termination their respective Founder Pro Rata Portion of the Escrow PeriodFund, Parent and the Shareholders' Agent will jointly notify deliveries of the Escrow Agent in writing that Cash out of the Escrow Fund may pursuant to this Section ------- 7.3(d) will be distributed made to Element K and Xxxx Xxxxxxxx pro rata in proportion to ------ each of their respective contributions of Escrow Cash to the allocation of such distributionEscrow Fund pursuant to Section 1.8. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such notice.-----------

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., P.S.T., on the date which is the Escrow Termination Expiration Date (the "ESCROW PERIODEscrow Period"); provided, however, provided that the Escrow Period shall not terminate with respect to any such amount which(or some portion thereof), that together with the aggregate amount remaining in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, Escrow Fund is necessary to satisfy any then pending and unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate delivered to the Escrow Agent prior to the seventh (7th) calendar day following the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver transfer to the Escrow Contributors shareholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such claims (the "REMAINING PORTION"); provided, however, that subject to the extent that restriction that, if any of the Remaining Portion includes Reserve Option Sharesshares in escrow are subject to a repurchase right in favor of the Company, upon termination of services to the Company, then such shares shall not be distributed to the shareholder but in lieu thereof shall (to the extent not already repurchased in the event of prior termination of services) be delivered to the optionee, but rather appropriate escrow agent who is authorized to hold such shares for the benefit of the Company in the event of a future termination of services to the Company. Unless and until the Escrow Agent shall be held in reserve by have received from Parent and shall no longer be held as part written notice that some or all of the Escrow FundShares are subject to a repurchase right in favor of the Company, the Escrow Agent may assume without inquiry that no repurchase rights exist. Deliveries of Escrow Amounts to the Escrow Amount out shareholders of the Escrow Fund to the Escrow Contributors Company pursuant to this Section 7.3(b7.2(c) shall be made according in proportion to their respective original contributions to the Parent Common Stock and Reserved Option Shares included in the Escrow Amount which each Escrow Contributor is deemed to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, Parent and the Shareholders' Agent will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. The Escrow Agent will incur no liability, and shall be fully protected, in relying on such joint notice and shall have no obligation to take any action until it has received such noticeFund.