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 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).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen (18) months Date and shall terminate at 5:00 p.m., P.S.T., on the first anniversary of the Closing Date (the "ESCROW PERIODEscrow Period"). At the expiration of ; provided, however, that the Escrow Period a portion of the Escrow Fund shall be released from Escrow not terminate with respect to the appropriate persons who, prior to the Merger, were shareholders of Nexcom, in an any 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 ISSIPurchaser, subject to the objection of the Agent (as defined below) Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 10.2(f7.3(h) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent pursuant to Section 7.2(e) below prior to the end thirtieth (30th) calendar day following the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such 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))resolved, the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom Shareholders the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims. Deliveries The portion of any remaining shares in the Escrow Amounts Fund to the shareholders of Nexcom pursuant be delivered to this Section 10.2(b) and 10.2(d)(iii) any given Shareholder shall be made in proportion to their respective original contributions the initial amount of Purchaser Common Stock contributed to the Escrow FundFund on behalf of such Shareholder and, except as calculated set forth in Section 7.5, shall not be in proportion to any fault for breach attributable to any specific Shareholder. Notwithstanding the foregoing and subject to the Shareholder Representatives objection as referenced below, on the ninety-first day following the Closing, the Escrow Agent shall release to the Shareholders from the Escrow Fund a number of shares of Purchaser Common Stock equal to the difference of (1) 2,200,000 divided by the Third Party Valuation Price Per Share, minus (2) the amount by which Estimated Net Current Assets exceeds Final Net Current Assets (if any) divided by the Third Party Valuation Price Per Share (the "First Release Amount"). Not later than the ninety-first day following the Closing, Purchaser shall deliver to the Escrow Agent written instructions which shall included the number of shares of Purchaser Common Stock constituting the First Release Amount (as defined below)determined in accordance with the terms of this Agreement) and instructing the Escrow Agent to release the First Release Amount to the Shareholders.

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 twelve (1812) 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 NexcomPurple Ray, 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 10, (ii) an amount equal to such portion of the Escrow Fund which, in the reasonable judgment of ISSI, based on the dollar amount of any unsatisfied claims specified in any Officer's Certificate (as defined below) theretofore delivered to the Escrow Agent prior to the end of the Escrow Period and the Fair Market Value of the ISSI Common Stock under Section 10.2(e)(iv) hereof, 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(f10.2(g) hereof, is necessary to satisfy any such unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end of the Escrow Periodclaims, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved, and (iii) to pay expenses as provided in the Escrow Agreement. 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(f10.2(g)), the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom Purple Ray the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the shareholders of Nexcom Purple Ray pursuant to this Section 10.2(b10.2(c) and 10.2(d)(iiiSection 10.2(e)(ii) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Agent (as defined below).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen (18) months and shall terminate at 5:00 p.m. Pacific time on the Survival Date (the "ESCROW PERIOD"“Escrow Period”). At On the expiration 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 Escrow Period a portion of difference between (i) the funds remaining in the Escrow Fund shall be released from Escrow to the appropriate persons who, prior to the Merger, were shareholders as 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 such date minus (ii) an any amount equal to such portion in respect 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 Claim Certificate theretofore (“Unresolved Claims”) delivered to the Escrow Agent and Seller prior to the end of Initial Distribution Date. On the Escrow PeriodSurvival Date, which amount Buyer and Seller 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 deliver a joint written instruction 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)), cause the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom distribute the remaining portion of the Escrow Fund to Seller; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any Unresolved Claims delivered to the Escrow Agent and Seller prior to the Survival Date, and any such amount shall not be distributed to Seller at such time. As soon as all such Unresolved Claims have been resolved Buyer and Seller shall deliver a joint written instruction to cause the Escrow Agent to (i) deliver to Buyer the remaining portion of the Escrow 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. 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)Unresolved Claims.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen (18) months Effective Time and shall terminate on the Expiration Date (the "ESCROW PERIODEscrow Period"). At the expiration of ; provided that the Escrow Period a shall not terminate with respect to such amount (or some portion of thereof), that together with the aggregate amount remaining in 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 concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end termination of the such 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))resolved, the Escrow Agent shall deliver transfer to the appropriate persons who, prior to the Merger, were shareholders of Nexcom the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Fund not required to satisfy such claimsclaims subject to the restriction that, if any of the shares 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 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 have received from Parent written notice that some or all of the Escrow Shares 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 shareholders of Nexcom the Company pursuant to this Section 10.2(b) and 10.2(d)(iii7.2(c) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Agent (as defined below).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen (18) months Effective Time and shall terminate at 5:00 p.m. Pacific Time on the Expiration Date (the "ESCROW PERIOD"). At the expiration of ; provided that the Escrow Period a shall not terminate with respect to such amount (or some portion of thereof), that together with the aggregate amount remaining in 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, is necessary in the reasonable judgment of ISSI, 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 Stockholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 10.2(f6.2(e) hereof, is necessary ) to satisfy any unsatisfied claims Losses concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end termination of the such 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))resolved, the Escrow Agent shall deliver transfer to the appropriate persons whoXxxxx Xxxxx Stockholders, prior pursuant to the Mergerwritten instructions by Recruitsoft, were shareholders of Nexcom the remaining portion of the Escrow Fund not required to satisfy such claims, such remaining portion to be transferred no later than thirty (30) days after the resolution of such claims. If no claims exist as of the Expiration Date, the Escrow Agent shall authorize the release of the full amount of the Escrow Fund within ten (10) days of the Expiration Date. Deliveries of Escrow Amounts Amount to the shareholders of Nexcom Xxxxx Xxxxx Stockholders pursuant to this Section 10.2(b) and 10.2(d)(iii6.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund, Fund as calculated by the Agent (as defined below)provided on Schedule 6.2 hereof.

Escrow Period; Distribution upon Termination of Escrow Periods. (i) The First Sub Account. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen (18) months Effective Time and shall terminate at 5:00 p.m., Pacific Standard Time, on the Expiration Date (the "ESCROW PERIODFirst Sub Account Escrow Period"). At ; provided that the expiration of the ------------------------------- Escrow Period a shall not terminate with respect to such amount (or some portion of thereof), that together with the aggregate amount remaining in 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, is necessary in the reasonable judgment of ISSIAndromedia, subject to the objection of the Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 10.2(f8.2(f) hereof, is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such First Sub Account Escrow Period specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end termination of the such 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))resolved, the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom LikeMinds the remaining portion of the Escrow Fund and not be required to satisfy such claims. Deliveries of Escrow First Sub Account Amounts to the shareholders of Nexcom LikeMinds pursuant to this Section 10.2(b) and 10.2(d)(iii8.2(b)(i) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Agent (as defined below).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen Effective Time and shall terminate at 5:00 p.m., (18California Time) months on the Expiration Date (the "ESCROW PERIODEscrow Period"). At the expiration of ; provided that 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 not terminate with respect to such amount (or some portion of the Escrow Fund whichthereof), that is necessary in the reasonable judgment of ISSI, Parent (subject to reduction as may be determined by arbitration of the matter as provided in Section 7.2(f) hereof in the event of the objection of the Agent Stockholder Representative (as defined belowin Section 7.2(h) and the subsequent arbitration of the matter hereof) in the manner provided in Section 10.2(f7.2(e) hereof, is necessary ) to satisfy any 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 theretofore (as defined below) delivered to the Escrow Agent prior to the end termination of the such 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))resolved, the Escrow Agent shall deliver transfer to the appropriate persons whostockholders of the Company, prior pursuant to the Mergerwritten instructions by Parent, were shareholders of Nexcom the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims. Notwithstanding the foregoing, on the third business day following the date that is twelve months from the Closing Date, Parent shall instruct the Escrow Agent in writing to distribute 50% of the Escrow Amount remaining (and not subject to any unsatisfied claims under any Officer's Certificate(s) delivered to the Escrow Agent prior to the date of the Early Release) in the Escrow Fund to the stockholders (the "Early Release"); provided, however, that there shall be no Early Release if an Indemnified Party(ies) has previously submitted an Officer's Certificate(s) claiming an aggregate of $5,000,000 or more in Losses. Deliveries of Escrow Amounts to the shareholders stockholders of Nexcom the Company pursuant to this Section 10.2(b) and 10.2(d)(iii7.2(b) shall be made in proportion with reference to their respective original contributions to the each stockholder's Pro Rata Escrow Fund, as calculated by the Agent (as defined below)Basis.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific time, on the first anniversary of the Closing for eighteen (18) months Date (the "ESCROW PERIODEscrow Period"). At the expiration of ; provided, however, that the Escrow Period a portion of the Escrow Fund shall be released from Escrow not terminate with respect to the appropriate persons who, prior to the Merger, were shareholders of Nexcom, in an any 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 ISSIParent, subject to the objection of the Shareholder Agent (as defined belowin Section 7.2(i) hereof) and -------------- the subsequent arbitration of the matter in the manner provided in Section 10.2(f------- 7.2(h) hereof, is necessary to satisfy any then pending and unsatisfied claims ------ specified in any Officer's Certificate theretofore delivered to the Escrow Agent pursuant to Section 7.2(f) hereof prior to the end thirtieth (30th) calendar day following the -------------- termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such 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 resolved, or if there are no such claims then thirty (such resolution to be evidenced by 30) days after the written agreement of ISSI and Agent (as defined below) or the written decision of the arbitrators as described in Section 10.2(f))Escrow Period, the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom Shareholders the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claims. Deliveries of the Escrow Amounts Amount to the shareholders of Nexcom Shareholders pursuant to this Section 10.2(b) and 10.2(d)(iii7.2(d) shall be made in proportion to their respective original -------------- contributions to the Escrow Fund, Fund as calculated by the Agent (as defined belowdetermined pursuant to Section 1.9(b).. --------------

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen (18) months Effective Time and shall terminate on the one year anniversary of the Effective Time (the "ESCROW PERIODEscrow Period"). At the expiration of ; provided, however, that the Escrow Period a portion of the Escrow Fund shall be released from Escrow not terminate with respect to the appropriate persons who, prior to the Merger, were shareholders of Nexcom, in an any 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 ISSIParent, subject to the objection of the Agent (as defined below) Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 10.2(f7.3(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 end of the Escrow Period. As soon as all such claims have been resolved, which amount the Escrow Agent shall remain in deliver to the Merger Shareholders the remaining portion of the Escrow Fund, if any, not required to satisfy such claims (the "Remaining Portion"). Notwithstanding the foregoing, subject to the following requirements, on the thirty-fifth day following the Effective Time, the Dissenters Rights Escrow Amount shall be released from the Escrow Fund (and delivered to the Merger Shareholders as set forth below; provided, however, that any amount of the Dissenters Rights Escrow 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 7.3(f) hereof, is necessary to satisfy any then pending and unsatisfied claims pursuant to Section 7.2(vi) specified in any Officer's Certificate delivered to the Escrow Agent prior to the end of such thirty-five day period shall not be released from the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all any such claims have claim has 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))resolved, the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom Merger Shareholders the remaining portion of the Dissenters Rights Escrow Fund Amount in the Escrow Fund, if any, not required to satisfy any such unresolved claims. Deliveries out of the Escrow Amounts Fund to the shareholders of Nexcom Merger Shareholders pursuant to this Section 10.2(b) and 10.2(d)(iii7.3(b) shall be made in proportion to their respective original contributions to Pro Rata Portions of the Escrow Fund, as calculated by the Agent (as defined below)Amount.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen Effective Time and shall terminate at 5:00 p.m., local time at Parent’s headquarters, on the date thirty (1830) months days after the Survival Date (the "ESCROW PERIOD"“Escrow Period”). At the expiration of ; provided, however, that the Escrow Period a portion of the Escrow Fund shall be released from Escrow not terminate with respect to the appropriate persons who, prior to the Merger, were shareholders of Nexcom, in an any 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) hereofParent, is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate theretofore delivered to the Escrow Agent and the Shareholder Representative prior to the end of Escrow Period termination date with respect to facts and circumstances existing prior to the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolvedSurvival Date. 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))resolved, 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 Fund, if any, not required to satisfy such claims. Deliveries of the Escrow Amounts Amount out of the Escrow Fund to the shareholders of Nexcom Principal Shareholders pursuant to this Section 10.2(b) and 10.2(d)(iii8.3(d) shall be made in proportion to their respective original contributions to Pro Rata Portions of the remaining amounts in the Escrow Fund, as calculated by with the Agent amount delivered to each Principal Shareholder rounded to the nearest one hundredth (as defined below0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up) does not equal the remaining amount in the Escrow 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.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall remain be in existence during the period immediately following the Closing for eighteen (18) months 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"). At the expiration of ; provided, however, that the Escrow Period a portion of the Escrow Fund shall be released from Escrow not terminate with respect to the appropriate persons who, prior to the Merger, were shareholders of Nexcom, in an any 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 ISSIParent, subject to the objection of the Agent (as defined below) Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 10.2(f7.2(e) 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 end 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, 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))resolved, the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were shareholders of Nexcom Escrow Contributors the remaining portion of the Escrow Fund Fund, if any, not required to satisfy such claimsclaims (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 Amounts Amount out of the Escrow Fund to the shareholders of Nexcom Escrow Contributors pursuant to this Section 10.2(b) and 10.2(d)(iii7.3(b) shall be made in proportion to their respective original contributions according to the Parent Common Stock and Reserved Option Shares included in the Escrow FundAmount which each Escrow Contributor is deemed to hold of record as provided in Section 7.3(c). Upon termination of the Escrow Period, as calculated by Parent and the Shareholders' Agent (as defined below)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 remain be in existence during the period immediately following the Closing for eighteen (18) months Effective Time and shall terminate at 5:00 p.m., California time, on the Expiration Date (the "ESCROW PERIODEscrow Period"). At the expiration of the ; and, as soon as practicable (no later than 5 business days), all Escrow Period a portion of Amounts remaining in the Escrow Fund shall be released from distributed by the Escrow Agent to Select's transfer agent for distribution to the appropriate persons who, prior to the Merger, were former shareholders of NexcomStreet as set forth in the last two sentences of this Section 7.2(b); provided, however, that the Escrow Period shall not terminate with respect to any Escrow Amount (or some portion thereof) remaining 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, that is necessary in the reasonable judgment of ISSISelect, subject to the objection of the Securityholder Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 10.2(f7.2(f) hereof, is necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to the end termination of the such 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 practicable (but no later than 5 business days) after all such claims (if any) 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))resolved, the Escrow Agent shall deliver to the appropriate persons who, prior Select's transfer agent for distribution to the Merger, were former shareholders of Nexcom Street the remaining portion of the Escrow Fund Amount not required to satisfy such claims. Deliveries of Escrow Amounts to the former shareholders of Nexcom Street pursuant to this Section 10.2(b) and 10.2(d)(iii7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund, as calculated by the Agent (as defined below).