Common use of Escrow Period Clause in Contracts

Escrow Period. (a) The escrow shall terminate on the one year anniversary of the Effective Time ("Escrow Period"); provided, however, that a portion of the Escrow Shares, which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims and expenses. Each Shareholder shall receive that number of Escrow Shares equivalent to such Shareholder's percentage interest in the Escrow Fund as set forth in SCHEDULE 1 attached hereto.

Escrow Period. Subject to the provisions of this Section 6.6, the Escrow Shares shall remain in the Escrow Fund, which shall remain in existence until the Escrow Termination Date (a) The escrow shall terminate on the one year anniversary of the Effective Time ("Escrow Period"). Upon the expiration of the Escrow ------------- Period, the Escrow Fund shall terminate with respect to all remaining Escrow Shares and the Escrow Agent shall deliver all such Escrow Shares to the Stockholders; provided, however, that a portion the number of Escrow Shares that, in the -------- ------- reasonable judgment of WatchGuard, subject to the objection of the Stockholder Representative and the subsequent arbitration of the claim in accordance with Section 4(e) of the Escrow SharesAgreement, which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore of which proper notice is delivered to the Escrow Agent prior to termination Agent, in accordance with the Escrow Agreement, before the expiration of the Escrow Period with respect to facts and circumstances existing prior to expiration of on or before the Escrow PeriodTermination Date, shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders Stockholders all of the Escrow Shares and other property then remaining in the Escrow Fund and that is not required to satisfy such claims and expensesclaims. Each Shareholder shall receive that number Deliveries of Escrow Shares equivalent to such Shareholderthe Stockholders pursuant to this Section 6.6 shall be made in accordance with each Stockholder's percentage proportionate interest in the Escrow Fund Fund, as set forth determined in SCHEDULE 1 attached heretoaccordance with Section 3(a) of the Escrow Agreement.

Escrow Period. (a) The escrow Escrow shall terminate on the one year anniversary of the Effective Time (the "Escrow Period"); provided, however, that a portion of the Escrow Shares, Shares which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, less a number of Escrow Shares equal to the number of Subject Options that remain subject to cancellation pursuant to the remainder of this clause (a), shall remain in the Escrow Fund until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, . 724 Solutions shall hold release the remaining Subject Options as security for upon the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to expiration of the Escrow Agent in accordance with the terms hereof)Period; provided, however, that a portion of the Subject Options which is necessary to satisfy the Optionholders' pro rata portion of any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject pursuant to the provisions of this Article VIII of the Merger Agreement until such claims have been resolved. (cb) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) ), and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger this Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders their pro-rata share of all of the Escrow Shares and other property remaining amounts in the Escrow Fund and not required to satisfy such claims and expenses. Each Shareholder shall receive that number of Escrow Shares equivalent to such Shareholder's pro-rata percentage interest in the Escrow Fund as set forth in SCHEDULE Schedule 1 attached heretoto the Escrow Agreement. As soon as all such disputed claims have been resolved, 724 Solutions shall release to each Optionholder its Subject Options not otherwise terminated in accordance herewith.

Escrow Period. (a) The Subject to the following requirements, the Escrow Consideration shall be retained by the Depository Agent until the Escrow Termination Date; provided however, that 90,278 shares of Buyer's Common Stock held in escrow shall terminate on be released and delivered to Seller as set forth in Section 4(b) of the one year Depository Agreement if at least two of Wout▇▇ ▇▇▇▇, ▇▇in ▇▇▇▇▇▇▇▇▇, ▇▇li▇▇▇▇ ▇▇▇▇▇▇, ▇▇d Tom ▇▇▇nes (the "Key Employees") remain in the employment of Buyer as of the six month anniversary of the Effective Time Closing Date, excluding any Key Employee who is terminated by Buyer without cause or who terminates his employment with Buyer after the occurrence, if any, of a change of more than 50% of the senior management of Buyer ("vice president level and above) or a change in a Key Employee's principal place of business to more than fifty (50) miles from its current location. Upon the Escrow Period"); Termination Date, the Depository Agent shall deliver to the Seller all remaining Escrow Consideration provided, however, that a portion the amount of Escrow Consideration, which, in the reasonable judgment of Buyer, subject to the objection of the Escrow SharesDepository Agent and the subsequent arbitration of the claim in the manner provided in the Depository Agreement, which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Depository Agent prior to termination of the Escrow Period Termination Date with respect to facts and circumstances existing on or prior to expiration of the Escrow Period, Termination Date shall remain in the Escrow Fund possession of the Depository Agent until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options As soon as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until all such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts any remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Fund and Consideration not required to satisfy such claims and expenses. Each Shareholder shall receive that number of Escrow Shares equivalent be distributed to such Shareholder's percentage interest in the Escrow Fund as set forth in SCHEDULE 1 attached heretoSeller.

Escrow Period. (a) The escrow DISTRIBUTION OF ESCROW FUND UPON TERMINATION OF ESCROW PERIOD. Subject to the following requirements, the Escrow Fund shall terminate on the one year anniversary of be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the Expiration Date (the period of time from the Effective Time through and including the Expiration Date is referred to herein as the "Escrow Period"); providedand all shares of Acquiror Common Stock remaining in the Escrow Fund shall be distributed as set forth in this Section 8.2(c); PROVIDED, howeverHOWEVER, that a the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the reasonable judgment of Acquiror, subject to the objection of the Escrow SharesStockholder Agent and the subsequent arbitration of the matter in the manner as provided in Section 8.2(g), which is necessary to satisfy any unsatisfied claims under this Section 8.2 concerning facts and circumstances existing prior to the termination of such Escrow Period which claims are specified in any Officer's Certificate theretofore delivered to the Escrow Depositary Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the such Escrow Period, shall remain in the Escrow Fund until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims claims, if any, have been resolved, the Escrow Depositary Agent shall deliver to the Shareholders all stockholders of the Company the remaining portion of the Escrow Shares and other property Fund not required to satisfy such claims. Deliveries of shares of Acquiror Common Stock remaining in the Escrow Fund and not required to satisfy such claims and expensesthe stockholders of the Company pursuant to this Section 8.2(c) shall be made ratably in proportion to their respective contributions to the Escrow Fund. Each Shareholder stockholder of the Company who would otherwise be entitled to a fraction of a share of Acquiror Common Stock (after aggregating all fractional shares of Acquiror Common Stock to be received by such holder) shall be entitled to receive that number from Acquiror an amount of Escrow Shares equivalent cash (rounded to the nearest whole cent) equal to the product of (a) such Shareholder's percentage interest in fraction, multiplied by (b) the Escrow Fund as set forth in SCHEDULE 1 attached heretoClosing Price. Acquiror shall use its commercially reasonable efforts to have such shares and cash delivered within five Business Days after such resolution.

Escrow Period. (a) The escrow Escrow Consideration shall terminate on be retained by the one year anniversary Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Date, the Escrow Agent shall deliver to Buyer such amount of the Effective Time ("Escrow Period")Consideration as shall have been determined by the parties to be payable to Buyer pursuant to Officer’s Certificates delivered to Seller and Escrow Agent during the Escrow period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow Consideration; provided, however, that a portion the amount of Escrow Consideration, which in the reasonable judgment of Buyer, subject to the objection of the Escrow SharesAgent and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, which is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period Termination Date with respect to facts and circumstances existing on or prior to expiration of the Escrow PeriodTermination Date, shall remain in the possession of the Escrow Fund Agent until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options As soon as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until all such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts any remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Fund and Consideration not required to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent and expenses. Each Shareholder any taxes that may be payable (including taxes of the owner of the Escrow Consideration) due to accrued interest on funds held by the Escrow Agent shall receive that number of Escrow Shares equivalent to such Shareholder's percentage interest in be paid from the Escrow Fund as set forth in SCHEDULE 1 attached heretoprior to the final distribution of remaining Escrow Consideration to Seller and all remaining accrued interest on the Escrow Consideration shall be paid to Buyer.

Escrow Period. (a) The escrow Escrow Period shall terminate on upon the one year anniversary expiration ------------- of 365 days from the Effective Time. Upon termination of the Effective Time ("Escrow Period"), the Escrow Shares remaining in the Escrow Fund shall be transferred to the Members in accordance with the Distribution Schedule; provided, however, that (i) a portion of the Escrow Shares, which is which, in the reasonable judgment of FiberNet, subject to the objection of the Managing Member and the subsequent resolution of the matter in the manner provided in Section 14.12 hereof, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow PeriodPeriod ("Existing Claims"), shall remain in the Escrow Fund until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that such Escrow Shares shall be used only to satisfy Existing Claims and (ii) a portion of the Subject Options which is Escrow Shares necessary to satisfy any unsatisfied claims specified reimburse the Managing Member for its reasonable out-of-pocket costs and expenses ("FP Escrow Costs") incurred in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period connection with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating (including, without limitation, fees of counsel to the indemnification obligations Managing Member and any amounts payable by the Managing Member under the last paragraph of Section 14.12 hereof) shall be transferred to the Managing Member. A certificate signed by a member or officer of the Shareholders arising under Managing Member as to the Merger Agreement and this amount of the FP Escrow Agreement Costs shall be promptly distributed conclusive as to the Shareholders (including Shareholders of Subject Shares) and amount thereof. FP Escrow Costs shall include any Subject Options then outstanding that are not in dispute relating amounts owing to the indemnification obligations an "FP Covered Person" under Exhibit H hereto or Article XVII of the Optionholders arising under Operating Agreement as amended and in effect at the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims and expenses. Each Shareholder shall receive that number of Escrow Shares equivalent to such Shareholder's percentage interest in the Escrow Fund as set forth in SCHEDULE 1 attached heretoEffective Time.

Escrow Period. (a) The escrow Escrow Fund shall remain in existence until the Escrow Termination Date. Any indemnification payment relating to bona fide claims asserted by Acquiror prior to the Escrow Termination Date will be deducted from the portion of the Escrow Fund to be released on the Escrow Termination Date, and to the extent that such amount is insufficient to indemnify the Indemnified Parties for such claims, the entire Escrow Fund shall be available to satisfy them. On the Escrow Termination Date, the Escrow Fund shall terminate on the one year anniversary of the Effective Time ("with respect to all Escrow Period")Property; provided, however, that a portion the amount of the Escrow Cash and number of Escrow Shares, which is which, in the reasonable judgment of Acquiror, subject to the objection of the Stockholders’ Representative and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, are necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period Termination Date with respect to facts and circumstances existing on or prior to expiration of the Escrow Period, Termination Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders stockholders of Target all of the Escrow Shares Property and other property remaining in the Escrow Fund and not required to satisfy such claims and expensesclaims. Each Shareholder shall receive that number Deliveries of Escrow Shares equivalent Property to such Shareholder's percentage interest in the former stockholders of Target pursuant to this Section 8.05 and the Escrow Fund as set forth Agreement shall be made in SCHEDULE 1 attached heretoproportion to their respective original contributions to the Escrow Fund.

Escrow Period. (a) The escrow Escrow Period shall terminate for all matters on the one (1) year anniversary of the Effective Time ("Escrow Period")Time; provided, however, that with respect to any items subject to resolution through the audit process, the Escrow Period shall end on the date of issuance of the audited consolidated financial statements of Parent for the fiscal year ending December 31, 2001 which include the results of Company, if earlier; provided, further, that a portion of the Escrow SharesShares and/or cash, which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent as provided in Section 8.5 below prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to the expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved. 724 Solutions Parent shall deliver to Escrow Agent and the Escrow Stockholders' Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes Time and specifying the Ezlogin Options in connection with date of issuance of the Merger, 724 Solutions shall hold the Subject Options as security audited consolidated financial statements of Parent for the Optionholders' indemnity obligations under fiscal year ending December 31, 2001 which include the Merger Agreement for results of Company. After the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to expiration of the Escrow Agent Period, all amounts held in accordance with the terms hereof); providedEscrow Fund, however, except that a portion of the Subject Options Escrow Shares and/or cash which is necessary (i) to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Stockholders' Agent and Escrow Agent and the Shareholders' Agent as provided in Section 8.5 below prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to the expiration of the Escrow Period, and (ii) pursuant to Section 8.8 hereof, to reimburse the Stockholders' Agent for un-reimbursed, reasonable and actual expenses and fees incurred prior to the termination of the Escrow Period and until such claims have been resolved, shall remain subject any additional reasonable estimated expenses to cancellation be incurred by the Stockholders' Agent (as specified in a Certificate to be delivered to Parent and subject Escrow Agent prior to the provisions of Article VIII termination of the Merger Agreement until such claims have been resolved. Escrow Period) in his defense of any unsatisfied claim as set forth in sub-section (ci) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement above, shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not Company Stockholders in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, accordance with the Escrow Agent shall deliver to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims and expenses. Each Shareholder shall receive that number of Escrow Shares equivalent to such Shareholder's percentage interest in the Escrow Fund as set forth in SCHEDULE 1 attached heretoAgreement.

Escrow Period. Release From Escrow. (a) The As promptly as practicable after Parent files its Annual Report on Form 10-K with the SEC for the year ended December 31, 2001 (the "Parent 10-K"), the Escrow Agent shall release from escrow shall terminate on to the one year anniversary Company Shareholders their pro rata portion of the Effective Time ("Escrow Period")Fund remaining; provided, however, that a portion of the Escrow SharesFund which, which in the reasonable judgment of Parent, subject to the objection of the Shareholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 8.7 hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Escrow Claim Certificate theretofore delivered to the Escrow Agent on or prior to termination of the Escrow Period date the Parent 10-K is filed with the SEC with respect to facts and circumstances existing on or prior to expiration of the Escrow Periodsuch date, shall remain in the Escrow Fund until such claims have been resolved. 724 Solutions shall deliver Any portion of the Escrow Fund retained pursuant to the proviso in the first sentence of this Section 8.3(a) shall be released to Company Shareholders or released to Parent (as appropriate) promptly upon resolution of each specific indemnification claim involved. Escrow Agent Shares and Escrow Cash shall be released to the respective Company Shareholders in proportion to their respective share of the Merger Consideration. Parent will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate Persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a certificate specifying legend to that effect. No fractional shares shall be released and delivered from Escrow to the Effective TimeCompany Shareholders. In lieu of any fraction of an Escrow Share to which a Company Shareholder would otherwise be entitled, such holder will receive from Parent an amount of cash (rounded to the nearest whole cent) equal to the product of such fraction multiplied by the average of the closing prices of Parent Common Stock as reported on the Nasdaq National Market during the twenty trading days ending one day prior to the date such shares are released from the Escrow Fund. (b) If 724 Solutions assumes No Escrow Shares or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by any Company Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such shareholder, prior to the Ezlogin Options in connection with delivery to such shareholder of his pro rata portion of the Merger, 724 Solutions shall hold the Subject Options as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to by the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolvedas provided herein. (c) Any amounts remaining in The Escrow Agent is hereby granted the power to effect any transfer of Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and Shares contemplated by this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the OptionholdersAgreement. As soon as all such disputed claims have been resolved, Parent will cooperate with the Escrow Agent shall deliver in promptly issuing stock certificates to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy effect such claims and expenses. Each Shareholder shall receive that number of Escrow Shares equivalent to such Shareholder's percentage interest in the Escrow Fund as set forth in SCHEDULE 1 attached heretotransfers.

Escrow Period. (a) The escrow Escrow Consideration shall terminate on be retained by the one year anniversary Escrow Agent until the Escrow Termination Date. Subject to the last sentence of this Section 10.4, upon the Escrow Termination Date, the Escrow Agent shall deliver to Buyer such amount of the Effective Time ("Escrow Period")Consideration as shall have been determined by the parties to be payable to Buyer pursuant to Officer’s Certificates delivered to Seller and Escrow Agent during the Escrow period in accordance with Section 10.3 herein above, and the Escrow Agent shall deliver to Seller the remaining Escrow Consideration; provided, however, that a portion the amount of Escrow Consideration, which in the reasonable judgment of Buyer, subject to the objection of the Seller and the subsequent arbitration of the claim in the manner provided in the Escrow SharesAgreement, which is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period Termination Date with respect to facts and circumstances existing on or prior to expiration of the Escrow PeriodTermination Date, shall remain in the possession of the Escrow Fund Agent until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options As soon as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until all such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts any remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver to the Shareholders all of the Escrow Shares and other property remaining in the Escrow Fund and Consideration not required to satisfy such claims shall be distributed to Seller. Notwithstanding the foregoing, any fees owed to the Escrow Agent and expenses. Each Shareholder any taxes that may be payable (including taxes of the owner of the Escrow Consideration) due to accrued interest on funds held by the Escrow Agent shall receive that number of Escrow Shares equivalent to such Shareholder's percentage interest in be paid from the Escrow Fund as set forth in SCHEDULE 1 attached heretoprior to the final distribution of remaining Escrow Consideration.

Escrow Period. (a) The escrow 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 on the one year anniversary of Expiration Date (the Effective Time ("Escrow Period"); provided, howeverprovided that the Escrow Period shall -------------- not terminate with respect to such amount (or some portion thereof), that a portion of together with the aggregate amount remaining in the Escrow Shares, which Fund 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 termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the such Escrow Period, shall remain in the Escrow Fund until such claims have been resolved. 724 Solutions shall deliver to the Escrow Agent a certificate specifying the Effective Time. (b) If 724 Solutions assumes the Ezlogin Options in connection with the Merger, 724 Solutions shall hold the Subject Options as security for the Optionholders' indemnity obligations under the Merger Agreement for the entire Escrow Period (unless such Subject Option is exercised, in which case the Subject Shares issuable upon exercise thereof shall be delivered to the Escrow Agent in accordance with the terms hereof); provided, however, that a portion of the Subject Options which is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent and the Shareholders' Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period and until such claims have been resolved, shall remain subject to cancellation and subject to the provisions of Article VIII of the Merger Agreement until such claims have been resolved. (c) Any amounts remaining in the Escrow Fund after the Escrow Period that are not in dispute relating to the indemnification obligations of the Shareholders arising under the Merger Agreement and this Escrow Agreement shall be promptly distributed to the Shareholders (including Shareholders of Subject Shares) and any Subject Options then outstanding that are not in dispute relating to the indemnification obligations of the Optionholders arising under the Merger Agreement shall be promptly released to the Optionholders. As soon as all such disputed claims have been resolved, the Escrow Agent shall deliver transfer to the Shareholders all shareholders of the Company, pursuant to written instructions by Parent, the remaining portion of the Escrow Shares and other property remaining in the Escrow Fund and not required to satisfy such claims 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 expensesuntil 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. Each Shareholder shall receive that number Deliveries of Escrow Shares equivalent Amounts to such Shareholder's percentage interest the shareholders of the Company pursuant to this Section 6.2(d) shall be made in proportion to their respective original contributions to the Escrow Fund as set forth in SCHEDULE 1 attached heretoFund.