Common use of Escrow Release Clause in Contracts

Escrow Release. (a) If the funds and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.

Escrow Release. Other than Buyer pursuant to Section 1.2(c), no Person (aincluding Seller and its Affiliates) If shall have any obligation to fund the Escrow Amount. Any indemnification of Buyer Indemnitees or Seller Indemnitees pursuant to this ARTICLE 7 shall be effected by wire transfer of immediately available funds and value from the applicable Persons to an account or accounts designated in writing by Buyer or Seller, as the case may be, within 15 days after the determination thereof; provided, however, that any indemnification owed to Buyer Indemnitees pursuant to Section 7.2 (other than, following the Survival Period Termination Date, with respect to Losses for breaches of the Consideration Securities representation and warranty made in Section 2.4(b)), shall be satisfied solely from the remaining portion of the Escrow Amount. Upon the payment of any amount owed pursuant to Section 1.3(c), Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release funds to Seller in an amount equal to the excess, if any, of the Escrow Amount at such time (after giving effect to any payment made pursuant to Section 1.3(c)) minus $34,850,000. On the Survival Period Termination Date, Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release funds to Seller in an amount equal to the excess, if any, of (i) the Escrow Amount at such time, (ii) minus $10,000,000, (iii) minus the aggregate amount claimed by Buyer Indemnitees pursuant to claims made and not fully resolved prior to such date. Any amount remaining in the Escrow AccountAccount as of December 31, including any interest accrued or income otherwise earned thereon owned 2015 (minus the aggregate amount claimed by Buyer Indemnitees pursuant to claims made and not fully resolved prior to such date) shall be released by the SellersEscrow Agent and disbursed to Seller. At any time following December 31, as of 2015, to the General Survival Date (extent the “funds held in the Escrow Balance”) Account exceed the aggregate dollar amountamount claimed by Buyer Indemnitees pursuant to claims made prior to December 31, as of the General Survival Date2015, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally fully resolved and paid prior to the General Survival Date in accordance with Section 10.7 time of determination, the excess funds shall be promptly released by the Escrow Agent and Section 10.8 (each, an “Unresolved Escrow Claim” disbursed to Seller. Seller and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release make any distributions from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)expressly provided herein. (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.

Escrow Release. (a) a. If the funds and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”), as of the (1) date that is ninety (90) days after the Closing Date (the “Initial Escrow Release Date”) exceed the aggregate dollar amount, as of the Initial Escrow Release Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the Initial Escrow Release Date in accordance with Section 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the Initial Escrow Release Date being referred to as the “Initial Pending Claim Amount”), then Buyer and Seller shall, within three (3) Business Days following the Initial Escrow Release Date , deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to Seller the lesser of (i) Five Hundred Thousand Dollars ($500,000) and an amount equal to the Escrow Balance minus the Initial Pending Claim Amount and (2) General Survival Date exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative Buyer and Purchaser Seller shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow 4826-7940-7793v12/101501-0066 Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Seller. (b) b. Following the General Survival Date, if an Unresolved Escrow Claim is finally resolvedresolved by a court from which no appeal can be taken, Purchaser Buyer and the Sellers’ Representative Seller shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Buyer Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.88.6, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) Seller an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellersthereon, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.

Escrow Release. Subject to the terms and provisions of this Section 2.7, eighteen (a18) If months following the funds and value Closing (the “Escrow Release Date”), the Escrow Agent shall disburse to the Seller the Escrow Fund (as reduced by any amounts previously disbursed to the Seller or Purchaser pursuant to the Escrow Agreement) in accordance with the terms of the Consideration Securities remaining Escrow Agreement. In the event, however, that the Seller has received, on or before the Escrow Release Date, a notice (a “Claim Notice”) submitted in good faith by the Purchaser that the Escrow Agent may be required to disburse all or a portion of the Escrow Fund (such claimed amount, the “Claim Amount”) to the Purchaser pursuant to Section 8.2, then the portion of the Escrow Fund subject to such Claim Notice shall continue to be held by the Escrow Agent until the Claim Amount with respect thereto has been resolved. The amount of any funds disbursed by the Escrow Agent to Seller from the Escrow Account, including any interest accrued or income otherwise earned thereon owned by under the Sellers, as terms of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amountAgreement, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior regard to the General Survival Date indemnification obligations of Purchaser to Seller under Section 6.2 and Section 7.2(g) will be replaced by Purchaser depositing such amounts back into the Escrow Fund within five (5) business days from the date of Escrow Agent’s release of such funds to Seller. As soon as any dispute with respect to such Claim Amount has been resolved in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as terms of the General Survival Date being referred to as the “Pending Claim Amount”)Escrow Agreement, then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing shall be instructed to disburse such portion of the Escrow Fund, if any, as is required to be disbursed to Purchaser pursuant to Section 8.2 in connection with such Claim Amount, and the Escrow Agent to release from shall disburse the entire remaining portion of the Escrow Account an amount equal Amount, if any, to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Seller. (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.

Escrow Release. (ai) If the funds and value of the Consideration Securities remaining in Within three (3) Business Days after the Escrow AccountRelease Date, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed Parent shall determine the aggregate dollar amount, as of the General Survival Escrow Release Date, of the Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice Notices of Claim that have not been finally resolved and paid prior to the General Survival Escrow Release Date (the “Unresolved Claims”) and shall instruct the Escrow Agent to release the amount, if any, by which the Then Remaining Escrow Amount exceeds the aggregate amount of Unresolved Claims (the “Escrow Release Amount”) from the Escrow Fund in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as 9.6(e)(iii). The portion of the General Survival Date being Then Remaining Escrow Amount retained by Parent pursuant to this Section 9.6(e)(i) is referred to as the “Pending Claim Retained Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis). (bii) Following the General Survival Escrow Release Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three ten (310) Business Days after the final resolution of all Unresolved Claim and the delivery to all Indemnified Parties of all amounts to be delivered to such Persons with respect to all Unresolved Escrow ClaimClaims from the Retained Amount, deliver joint written instructions to the Escrow Agent instructing if any, Parent shall instruct the Escrow Agent to release the amount, if any, by which the Retained Amount exceeds the aggregate of all amounts delivered to Indemnified Parties following the Escrow Release Date (the “Remaining Retained Amount”) from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined Fund in accordance with Section 10.7 and Section 10.89.6(e)(iii); provided, and (ii) however, that if the Remaining Retained Amount is less than the amount to be delivered to the Sellers’ Representative Indemnified Parties with respect to such Unresolved Claim, then the Indemnifying Securityholders shall, within ten (on behalf of 10) days following the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds Claims, pay the aggregate amount of such shortfall to Parent, subject to the remaining Pending Claim Amountlimitations set forth in this Article IX and in a manner permitted by this Article IX. (iii) Any Escrow Release Amount or Remaining Retained Amount released from the Escrow Fund pursuant to this Section 9.6(e) shall be distributed to the Indemnifying Securityholders, and any requirement by the Indemnifying Securityholders to pay the amount of any shortfall as set forth in this Section 9.6 shall be paid by the Indemnifying Securityholders, in each case, on a pro rata basis (based upon each such Indemnifying Securityholder’s Pro Rata Percentage), except in the case of indemnification from and against Damages for intentional or knowing misrepresentation or breach or fraud in which such Indemnifying Securityholder participated or of which such Indemnifying Securityholder had actual knowledge.

Escrow Release. (a) If On the funds and value first anniversary of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Closing Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” Purchaser and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Everest Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent directing it to release from to the Non-Trango Everest Sellers a sum (the “Released Everest Escrow Account an amount Amount”) equal to the amount remaining in the Everest Escrow Balance minus Account in excess the Pending Claim Amount sum of all amounts on account of any unresolved amounts under Section 2.10 or outstanding and unpaid or unresolved claims for indemnification under Section 7.19 or Section 10.2 with respect to the Non-Trango Everest Sellers’ Representative (on behalf . After the resolution and payment of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolvedall such claims, Purchaser and the Everest Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver shall provide joint written instructions to the Escrow Agent instructing directing it to release to the Non-Trango Everest Sellers any amount remaining in the Everest Escrow Account (the “Remaining Everest Escrow Amount”). (b) The requirement to release the Released Everest Escrow Amount shall be satisfied (i) in respect of each Everest Seller on whose behalf the shares of Purchaser Common Stock have been delivered to the Everest Escrow Account, by the Escrow Agent delivering to release from such Everest Seller a number of shares of Purchaser Common Stock (ignoring fractions of shares) equal to the product of (A) the quotient of such Everest Seller’s Everest Pro Rata Percentage divided by the sum of all such Everest Sellers’ Everest Pro Rata Percentages multiplied by (B) the Everest Released Fraction multiplied by (C) the number of shares of Purchaser Common Stock then remaining in the Everest Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) in respect of any Everest Seller on whose behalf cash has been delivered to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) Everest Escrow Account, an amount of cash equal to the amount product of (if anyA) the quotient of such Everest Seller’s Everest Pro Rata Percentage divided by which the sum of all such Everest Sellers’ Everest Pro Rata Percentages multiplied by (B) the Everest Released Fraction multiplied by (C) the amount of funds and Consideration Securities cash then remaining in the Everest Escrow Account, including any interest accrued or income otherwise earned thereon owned which shall be paid to an account specified in writing by such Everest Seller. The “Everest Released Fraction” means the Sellers, as quotient of (A) the Released Everest Escrow Amount divided by (B) the amount standing to the credit of the date Everest Escrow Account, and for the purposes of resolution this Section 10.5(b) valuing all shares of such Unresolved Purchaser Common Stock held in the Everest Escrow Claim exceeds Account at the aggregate amount of the remaining Pending Claim AmountPurchaser Common Stock Trading Price.

Escrow Release. (a) If the funds and value Within two Business Days of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as Agent’s receipt of the General Survival Date (the “Escrow Balance”i) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to provided by DWAC and ARC directing the release of the Disputed Shares or (ii) an order from the Court of Chancery directing the release of the Disputed Shares, the Escrow Agent instructing shall (a) release to ARC from escrow the Escrow Agent Released Shares, if any, in the manner contemplated by Section 5(b) of this Agreement and as directed in the joint written instructions or the Court of Chancery’s order and (b) release to release DWAC from escrow the Escrow Account an amount equal to Stock Power and any Disputed Shares that are not Released Shares in the Escrow Balance minus manner contemplated by Section 5(b) of this Agreement and as directed in the Pending Claim Amount to joint written instructions or the Sellers’ Representative Court of Chancery’s order (on behalf of such shares, the Sellers on a Pro Rata Share basis“Surrendered Shares”). (b) Following The Parties hereby agree, consent and acknowledge that (i) concurrently with the General Survival Dateexecution and delivery of this Agreement, ARC shall deliver a stock power and endorsement in the form set forth as Exhibit A hereto with respect to the Disputed Shares, if an Unresolved Escrow Claim is finally resolvedany, Purchaser ultimately determined to be Surrendered Shares in accordance with this Agreement (the “Stock Power”), which Stock Power shall be delivered in escrow and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to held by the Escrow Agent instructing as provided under Section 3(b) of this Agreement (ii) in connection with any release to DWAC of the Surrendered Shares pursuant to Section 5(a) of this Agreement, the Escrow Agent to release from shall cause the assignment, transfer and surrender to, and registration in the name of, DWAC the Surrendered Shares without the consent or any other action of ARC, (iii) ARC hereby irrevocably appoints the Escrow Account: (i) Agent as its lawful attorney-in-fact, with full power of substitution, to do all acts and things that the applicable Purchaser Indemnitee an amount in cash Escrow Agent may deem reasonably necessary or desirable to effectuate the release to DWAC of the Surrendered Shares pursuant to and Consideration Securities determined in accordance with Section 10.7 and Section 10.85(b) of this Agreement, and (iiiv) in connection with the release to ARC of any Released Shares pursuant to Section 5(a) of this Agreement, DWAC shall, or shall cause the Sellers’ Representative Escrow Agent to, promptly (on behalf and in any event within two Business Days), cancel the certificate evidencing the Disputed Shares and register in uncertificated, book-entry form, any Released Shares in the name of ARC. For the avoidance of doubt, the Disputed Shares shall be considered ”Registrable Securities” for purposes of the Sellers on a Pro Rata Share basis) an amount equal Registration Rights Agreement dated September 2, 2021 (the “RRA”). This Agreement is not intended to abrogate any of ARC’s rights under the amount (if any) RRA such as the rights with respect to demanding or participating in any registration whether by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued piggybacking or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amountotherwise.

Escrow Release. Prior to Closing, the Parties shall in good faith prepare a funds flow statement (a“Funds Flow Statement”) If the funds and value reflecting all Closing payments required under Sections 2.11(a) of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned PSA (a draft of which has been exchanged and agreed upon by the Sellers, Parties as of the General Survival Amendment Date). Upon waiver or satisfaction of the Remaining Closing Conditions, then on the Closing Date (the “Escrow Balance”i) exceed the aggregate dollar amount, all Closing Documents shall be deemed automatically released from escrow and delivered according to Exhibit C effective as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8Effective Time, and (ii) Sellers, on the one hand, and Buyer and/or its Buyer Designees, on the other hand, shall jointly direct the Escrow Agent to deliver the Escrow Funds by wire transfer of immediately available federal funds, and Buyer or its Buyer Designee shall deliver the China Holdback Amount by wire transfer of immediately available federal funds, each in accordance with the Funds Flow Statement, provided however that (A) if the Escrow Funds plus the China Holdback Amount are less than the Estimated Closing Payment, then Buyer and/or its Buyer Designees shall deliver to Seller (or make adjustments to the Funds Flow Statement at Sellers’ Representative (on behalf of direction that would have the Sellers on a Pro Rata Share basisidentical effect to Sellers) an amount equal to such deficiency, and (B) if the Escrow Funds plus the China Holdback Amount are more than the Estimated Closing Payment, then the Parties shall jointly direct the Escrow Agent to deliver an amount equal to such excess to Buyers and/or its Buyer Designees (if anyclauses (i) by which and (ii) herein, the amount of funds and Consideration Securities remaining “Escrow Release”). If Closing does not occur on or before December 31, 2019, then, notwithstanding the foregoing or anything else in the PSA to the contrary and unless the Parties otherwise agree in writing, the Parties shall continue to comply with the terms of the PSA and hold the Closing Documents IN ESCROW and direct that the Escrow Account, including any interest accrued or income otherwise earned thereon owned Funds be held by the SellersEscrow Agent until all Remaining Closing Conditions are satisfied or waived, but in no event shall Closing occur after January 31, 2020. If there is no Closing on or before January 31, 2020, unless the Parties otherwise agree in writing, the Parties shall direct the Escrow Agent to return the Escrow Funds to Buyer and/or its Buyer Designees and the Parties shall return all Closing Documents to the Parties who delivered such Closing Documents IN ESCROW under this Agreement as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amountsoon as practicable after January 31, 2020.

Escrow Release. (a) If the funds and value Any portion of the Consideration Securities Indemnity Escrow Amount remaining in escrow following the Escrow AccountRelease Date, including any interest accrued or income otherwise earned thereon owned less the aggregate amount, if any, claimed by the SellersParent Indemnified Parties pursuant to claims (such claims, as of the General Survival Date (the “Escrow BalanceOutstanding Claims”) exceed properly made against the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts Indemnity Escrow Amount in accordance with this Article VIII and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally fully resolved and paid prior to the General Survival Escrow Release Date in accordance with Section 10.7 (such amount of the retained Indemnity Escrow Amount, as it may be further reduced after the Escrow Release Date by distributions to the Securityholders as set forth below and Section 10.8 (each, an “Unresolved Escrow Claim” by recoveries by the Parent Indemnified Parties pursuant to this Article VIII and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as Escrow Agreement, the “Pending Claim Retained Escrow Amount”), then shall promptly be released from the Sellers’ Representative Escrow Account and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to deposited by the Escrow Agent instructing with the Representative for the benefit of the Securityholders for distribution to them in accordance with their respective Pro Rata Percentages. In the event and to the extent that, after the Escrow Release Date, any Outstanding Claim made by any Parent Indemnified Party pursuant to this Article VIII is resolved against such Parent Indemnified Party, the Escrow Agent to shall promptly release from the Escrow Account an amount equal to and deposit with the Escrow Balance minus Representative for the Pending Claim Amount to the Sellers’ Representative (on behalf benefit of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if Securityholders an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an aggregate amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount Retained Escrow Amount equal to the amount (if any) by which of the Outstanding Claim resolved against such Parent Indemnified Party, for distribution to them in accordance with their respective Pro Rata Percentages; provided, however, that any such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of Outstanding Claims that are still unresolved at such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amounttime.

Escrow Release. The Escrow Agent will hold and disburse the Escrow Funds received by it pursuant to the terms of this Agreement, as follows: (a) If the funds and value of the Consideration Securities remaining The Escrow Funds shall remain in the Escrow Account, including any interest accrued or income otherwise earned thereon owned escrow account and shall only be released by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date Agent in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved 1.3(b) below upon the Escrow Claim” and the aggregate dollar amount Agent’s receipt of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to notice in the Escrow Agent instructing the Escrow Agent to release forms of Exhibits B, C and D hereto, as applicable, from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Company and Purchaser. (b) Following Pursuant to Section 3.14 of the General Survival DatePurchase Agreement, if an Unresolved upon the Escrow Claim is finally resolvedAgent’s receipt of notice as provided in Section 1.3(a) above (i) Two Hundred Fifty Thousand Dollars ($250,000) shall be released from the Escrow Funds to the Company at such time that the Company appoints a new Chief Financial Officer, Purchaser and (ii) Two Hundred Fifty Thousand Dollars ($250,000) shall be released from the Sellers’ Representative shallEscrow Funds to the Company at such time that the Company fulfills NASDAQ’s corporate governance requirements including, within but not limited to, appointing three (3) Business Days after independent directors to serve on its Board of Directors, as well as forming the final resolution Audit Committee and Compensation Committee, and (iii) Two Hundred Fifty Thousand Dollars ($250,000) shall be released from the Escrow Funds to the Company at such time that the Company appoints a new Vice President of such Unresolved Investor Relations. (c) In the event this Agreement, the Escrow ClaimFunds, deliver joint written instructions to or the Escrow Agent, in its capacity as the escrow agent under this Agreement, becomes the subject of litigation, or if the Escrow Agent instructing determines it is necessary to do so for any other reason relating to litigation arising out of this Agreement or the Purchase Agreement, each of the Company and the Purchaser authorizes the Escrow Agent, at its option if not otherwise so required, to deposit the Escrow Funds with the clerk of the court in which the litigation is pending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to release from the extent determined by any such court. Each of the Company and the Purchaser further authorizes the Escrow Account: (i) Agent, if it receives conflicting claims to any of the Escrow Funds, is threatened with litigation, in its capacity as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Agreement, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the applicable Purchaser Indemnitee an amount parties from which they were received to the extent determined by such court. (d) Upon receipt of the notice provided in cash Section 1.3(b) above, the Escrow Agent shall release the Escrow Funds as specified therein. The names and Consideration Securities determined true signatures of each individual authorized to act singly on behalf of each of the Parties are stated in Exhibit E, which is attached hereto and made a part hereof. The Parties may each remove or add one or more of its authorized signers stated on Exhibit E by notifying the Escrow Agent of such change in accordance with Section 10.7 and Section 10.8this Agreement, and which notice shall include the true signature for any new authorized signatories (iie) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in Upon the Escrow AccountAgent’s completion of its obligations under Section 1.3, including any interest accrued or income otherwise earned thereon owned by this Agreement shall terminate and the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim AmountAgent shall have no further liability hereunder.

Escrow Release. On the next business day following satisfaction -------------- (aor, written waiver by Buyer) If the funds and value of the Consideration Securities remaining in the Escrow Accountfollowing conditions, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal shall pay to the Seller the Purchase Price, less the amount of any claims for Buyer Damages under Section 8.2 (the "Escrow Balance minus Release"), and any interest earned on the Pending Claim Amount funds escrowed shall be paid to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis).Buyer: (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) receipt of (A) a provisional program participation agreement for each of the Schools from the DOE to allow the Schools to continue to participate after the Closing under the same conditions as they currently do in the programs of Title IV and without adversely affecting the financial aid benefits available to the applicable Purchaser Indemnitee an amount current students of the Schools and prospective students of the Schools (collectively, the "PPPAs") and (B) all final approvals to the extent required to be obtained from the following relevant Accrediting Bodies: American Bar Association, North Central Association of Colleges and Schools, American Psychological Association, Southern Association of Colleges and Schools, Accrediting Bureau of Health Educational Schools, Western Association of Schools and Colleges, National Accrediting Agency for Clinical Laboratory Sciences, Committee on Accreditation for Medical Assistant Education, Joint Review Committee on Education in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8Radiologic Technology, American Veterinary Medical Association, and Commission on Dental Accreditation of the American Dental Association (the above listed Accrediting Bodies shall be collectively referred to herein as the "Schools' Accrediting Bodies") in order for the Schools to continue to operate in the manner in which they currently operate and have historically operated (or, to the extent such operation is changed by the restructuring of certain schools into Argosy University, in a manner consistent with such restructuring) (collectively, the "Other Approvals"), and (ii) to the Sellers’ Representative (on behalf closing of the Sellers on a Pro Rata Share basis) an amount equal Merger pursuant to, and in accordance with, the Merger Agreement. Each Party hereby agrees to cooperate fully with the amount (if any) by which other Party in promptly seeking the amount of funds PPPAs and Consideration Securities remaining in the Escrow Account, including Other Approvals and promptly supplying any interest accrued or income otherwise earned thereon owned information that may be requested by the Sellers, as DOE and the Schools' Accrediting Bodies or any other Accrediting Body. Any one or more of the date of resolution of such Unresolved Escrow Claim exceeds conditions set forth in clauses (i) or (ii) may be waived in whole or in part by the aggregate amount of the remaining Pending Claim AmountBuyer in its sole discretion.

Escrow Release. (a) If the funds Sellers are obligated to make payment of any amounts pursuant to this Article IX and value of the Consideration Securities remaining such obligation is not in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”)dispute, then the Sellers’ Representative Buyer and Purchaser Sellers shall, within three (3) Business Days following of such obligation arising (or, if later, ceasing to be in dispute), issue joint written instructions to the General Survival Escrow Agent instructing the Escrow Agent to remit the amount of such obligation to the account of Buyer (up to a maximum amount equal to the Escrow Amount) by wire transfer of immediately available funds within three (3) Business Days of the Escrow Agent’s receipt of such joint written instruction. If the amount of such obligation exceeds the Escrow Amount, the joint written instructions issued pursuant to this Section 9.9(a) shall require the release of the entire Escrow Amount and Buyer shall notify Sellers of the remaining amount required to be funded by Sellers. (b) On the date falling six (6) months after the Closing Date (or, if such date is not a Business Day, on the Business Day immediately preceding such date) (the “Initial Escrow Release Date”), deliver Buyer and Sellers shall (subject to Section 9.9(c) and unless the Escrow Amount is or would be, pursuant to Section 9.9(c), zero) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal Agreement and remit to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf account of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, by wire transfer of immediately available funds within three (3) Business Days of the Escrow Agent’s receipt of such joint written instruction an amount equal to fifty percent (50%) of the Escrow Amount less any amounts previously released from the Escrow Agreement or held under the Escrow Agreement in respect of pending claims. On the date falling twelve (12) months after the final resolution Closing Date (or, if such date is not a Business Day, on the Business Day immediately preceding such date) (the “Final Escrow Release Date”), Buyer and Sellers shall (subject to Section 9.9(c) and unless the Escrow Amount is or would be, pursuant to Section 9.9(c), zero) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to remit the entirety of the balance of the Escrow Amount to the account of Sellers by wire transfer of immediately available funds within three Business Days of receipt of such Unresolved joint written instruction. (c) If, on an Escrow ClaimRelease Date, deliver there are any pending unresolved claims by a Buyer Indemnified Party under this Article IX (or under Section 7.3 with respect to Sellers’ indemnity obligation under Section 7.3(a) with respect to Taxes), the amount that otherwise would be included in the joint instruction issued by Buyer and Sellers pursuant to Section 9.9(b) shall be reduced by an amount equal to such claims (to the extent that such reduction does not reduce the Escrow Amount below fifty percent (50%) with respect to the Initial Escrow Release Date or zero with respect to the Final Escrow Release Date). Such amount of reduction in respect of a pending unresolved claim by a Buyer Indemnified Party under this Article IX (or, under Section 7.3 with respect to Sellers’ indemnity obligations under Section 7.3(a) with respect to Taxes) shall be retained in the Escrow Account until such pending unresolved claim is resolved. Within three Business Days of such resolution, Buyer and Sellers shall issue joint written instructions to the Escrow Agent instructing the Escrow Agent to remit the amount relating to that resolved matter to the account of Buyer or Sellers, according to such resolution, by wire transfer of immediately available funds within three (3) Business Days of the Escrow Agent’s receipt of such joint written instruction. (d) In addition to the releases from the Escrow Agreement provided in above in this Section 9.9, upon the termination of the Escrow Agreement in accordance with the terms and provisions thereof, Buyer and Sellers shall issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release the total amount of interest earned on the Escrow Amount from the Escrow Account: (i) Agreement and remit the same to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and account of Sellers by wire transfer of immediately available funds within three (ii3) to the Sellers’ Representative (on behalf Business Days of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution Agent’s receipt of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amountjoint written instruction.

Escrow Release. (a) If On the funds and value first anniversary of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Closing Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” Purchaser and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Everest Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent directing it to release from to the Non-Trango Everest Sellers a sum (the “Released Everest Escrow Account an amount Amount”) equal to the amount remaining in the Everest Escrow Balance minus Account in excess the Pending Claim Amount sum of all amounts on account of any unresolved amounts under Section 2.10 or outstanding and unpaid or unresolved claims for indemnification under Section 7.19 or Section 10.2 with respect to the Non-Trango Everest Sellers’ Representative (on behalf . After the resolution and payment of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolvedall such claims, Purchaser and the Everest Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver shall provide joint written instructions to the Escrow Agent instructing directing it to release to the Non-Trango Everest Sellers any amount remaining in the Everest Escrow Account (the “Remaining Everest Escrow Amount”). (b) The requirement to release the Released Everest Escrow Amount shall be satisfied (i) in respect of each Everest Seller on whose behalf the shares of Purchaser Common Stock have been delivered to the Everest Escrow Account, by the Escrow Agent delivering to release from such Everest Seller a number of shares of Purchaser Common Stock (ignoring fractions of shares) equal to the product of (A) the quotient of such Everest Seller’s Everest Pro Rata Percentage divided by the sum of all such Everest Sellers’ Everest Pro Rata Percentages multiplied by (B) the Everest Released Fraction multiplied by (C) the number of shares of Purchaser Common Stock then remaining in the Everest Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) in respect of any Everest Seller on whose behalf cash has been delivered to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) Everest Escrow Account, an amount of cash equal to the amount product of (if anyA) the quotient ofi) such Everest Seller’s Everest Pro Rata Percentage divided by which the sum of all such Everest Sellers’ Everest Pro Rata Percentages multiplied by (Bii) the Everest Released Fraction multiplied by (C)iii) the amount of funds and Consideration Securities cash then remaining in the Everest Escrow Account, including any interest accrued or income otherwise earned thereon owned which shall be paid to an account specified in writing by such Everest Seller. The “Everest Released Fraction” means the Sellers, as quotient of (Ai) the Released Everest Escrow Amount divided by (B)ii) the amount standing to the credit of the date Everest Escrow Account, and for the purposes of resolution this Section 10.5(b) valuing all shares of such Unresolved Purchaser Common Stock held in the Everest Escrow Claim exceeds Account at the aggregate amount of the remaining Pending Claim Amount.Purchaser Common Stock Trading Price. 152

Escrow Release. (a) Contemporaneously with the submission by the Company to the SEC of an acceleration request relating to the Registration Statement the Company will furnish a copy thereof to the Buyer and the Buyer Escrow Agent, together with the date and approximate time such acceleration request was submitted to the SEC. On the SEC Effective Date the Company shall notify the Buyer and the Buyer Escrow Agent that the Registration Statement shall have been declared effective by the SEC. The Company shall give a Company Notice on the SEC Effective Date. If the funds Company Notice shall have been given and value the conditions to the Buyer's obligations in Section 7 shall have been satisfied or waived by the Buyer, then promptly after the later of (x) the date the Company Notice has been given to the Buyer and (y) the date of satisfaction or waiver by the Buyer of the Consideration Securities remaining conditions to the Buyer's obligations in Section 7, the Buyer shall give a Buyer Release Notice to the Buyer Escrow Account, including any interest accrued or income otherwise earned thereon owned Agent. The Company and the Buyer agree that (unless the condition stated in clause (2) of this sentence is waived by the SellersCompany, in which case only clause (1) shall apply), on the later of (1) the date of receipt by the Buyer Escrow Agent of such Buyer Release Notice and (2) the date of receipt by the escrow agents acting on behalf of the buyers of the Other Notes in connection with the several other Note Purchase Agreements, dated as of the General Survival Date (date hereof, between the “Escrow Balance”) exceed Company and the aggregate dollar amount, as several buyers named therein of the General Survival Date, latest of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior such similar notices from such buyers to release funds held by such escrow agents to the General Survival Date Company, or as promptly as practicable thereafter, the portion of the Escrow Funds to be released to the Company shall be so released in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as 1 of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Buyer Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Instructions. (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.

Escrow Release. (a) If On November 30, 2017, the funds Seller and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, Buyer shall deliver joint written instructions to the Escrow Agent instructing directing it to release to the Seller, to an account or accounts specified in writing by the Seller, any amount in the Escrow Account (if any) in excess of the sum of (i) $27,000,000 plus (ii) all amounts on account of any outstanding and unpaid or unresolved claims for indemnification under Section 8.1 and Section 9.2 that were previously made by the Buyer Indemnified Parties in accordance with Section 8.2 and Section 9.6, respectively (such amounts in clause (ii), the “Initial Release Unpaid Claims Amount”). The Initial Release Unpaid Claims Amount shall be paid to the Buyer if, as and when required in accordance with the terms hereof and of the Escrow Agreement. After the resolution and payment of all claims made by the Buyer Indemnified Parties prior to November 30, 2017 in respect of which the Initial Release Unpaid Claims Amount was retained, the Seller and the Buyer shall provide joint written instructions to the Escrow Agent directing it to release from to the Seller, to an account or accounts specified in writing by the Seller, the portion (if any) of the Initial Release Unpaid Claims Amount not paid to the Buyer in accordance with this Agreement and the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Agreement. (b) Following On the General Survival third anniversary of the Closing Date, if an Unresolved Escrow Claim is finally resolved, Purchaser the Seller and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, Buyer shall deliver joint written instructions to the Escrow Agent instructing directing it to release to the Seller, to an account or accounts specified in writing by the Seller, any amount remaining in the Escrow Agent to release from Account in excess of the Escrow Account: (i) to sum of all amounts on account of any outstanding and unpaid or unresolved claims for indemnification under Section 8.1 and Section 9.2 that was previously made by the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined Buyer Indemnified Parties in accordance with Section 10.7 8.2 and Section 10.89.6, and respectively (ii) such amounts, the “Remaining Release Unpaid Claims Amount”). The Remaining Release Unpaid Claims Amount shall be paid to the Sellers’ Representative (on behalf Buyer as and when required in accordance with the terms hereof and of the Sellers on a Pro Rata Share basis) an amount equal Escrow Agreement. After the resolution and payment of all claims made by the Buyer Indemnified Parties prior to the amount third anniversary of the Closing Date in respect of which the Remaining Release Unpaid Claims Amount was retained, the Seller and the Buyer shall provide joint written instructions to the Escrow Agent directing it to release to the Seller, to an account specified in writing by the Seller, the portion (if any) by which of the amount of funds Remaining Release Unpaid Claims Amount not paid to the Buyer in accordance with this Agreement and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim AmountAgreement.

Escrow Release. (ai) If Subject to the funds terms and value provisions of this Agreement and the Escrow Agreement, the Escrow Agent shall disburse to Sellers no later than three Business Days after the first anniversary of the Consideration Securities remaining Closing Date the portion of the Escrow Amount in excess of $11,000,000 that remains in the account holding the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, Amount as of the General Survival first anniversary of the Closing Date (the “First Escrow BalanceRelease Date”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent shall disburse to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within no later than three (3) Business Days after the final resolution second anniversary of such Unresolved the Closing Date the remaining portion of the Escrow ClaimAmount (as reduced by any amounts previously disbursed to Buyer) (the “Second Escrow Release Date” and together with the First Escrow Release Date, deliver joint written instructions to collectively, the “Escrow Release Dates” or individually a “Escrow Release Date”). In the event, however, that Sellers have received, on or before the applicable Escrow Release Date, a notice (a “Claim Notice”) from Buyer that the Escrow Agent instructing may be required to disburse all or a portion of the Escrow Amount (such claimed amount, the “Claim Amount”) to Buyer pursuant to Section 6.03, Article VIII or for Regulatory Costs, then the portion of the Escrow Amount subject to such Claim Notice shall continue to be held by the Escrow Agent (and not disbursed to release from Sellers on any Escrow Release Date) until the Escrow Account: (i) Claim Amount with respect thereto has been resolved. As soon as any dispute with respect to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined such Claim Amount has been resolved in accordance with the terms of the Escrow Agreement and this Agreement, the Escrow Agent shall be instructed to disburse such portion of the Escrow Amount, if any, as is required to be disbursed to Buyer pursuant to Section 10.7 and Section 10.86.03, Article VIII or for Regulatory Costs in connection with such Claim Amount, and (ii) the Escrow Agent shall disburse any remaining portion of the Claim Amount to Seller in accordance with the terms of this Agreement and the Escrow Agreement, subject to the Sellers’ Representative (limitations on behalf of the Sellers on a Pro Rata Share basis) an amount equal disbursements to the amount (if any) by which the amount of funds and Consideration Securities remaining Seller set forth in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amountthis Section 2.04.

Escrow Release. (a) The Indemnity Escrow Fund shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. If and to the funds and value extent that any indemnification claims of the Consideration Securities remaining in the Escrow AccountBuyer Indemnitees are resolved, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date Release Date, by mutual agreement between Buyer and the applicable Indemnitor in accordance with Section 10.7 the terms of Sections 7.4 or 7.5, as applicable, the Buyer and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative shall promptly execute and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing directing the Escrow Agent to release distribute the mutually agreed upon amount from the Indemnity Escrow Account an amount equal Fund to the Escrow Balance minus applicable Buyer Indemnitee. No later than three Business Days following the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Release Date, if an Unresolved Escrow Claim is finally resolved, Purchaser the Buyer and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, shall deliver joint written instructions to the Escrow Agent instructing directing the Escrow Agent to release distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount of the Indemnity Escrow Fund exceeds the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 pursuant to claims (such claims, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow AccountFund), and not fully resolved prior to the Release Date (such amount of the retained Indemnity Escrow Fund, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount”). Promptly following the resolution after the Release Date of any Outstanding Claim made by any Buyer Indemnitee pursuant to Section 7.2: (i) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with Section 10.7 and Section 10.8such Seller’s Pro Rata Percentage, an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved against such Buyer Indemnitee and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in Buyer shall instruct the Escrow Account, including any interest accrued or income otherwise earned thereon owned by Agent to promptly release from the Sellers, as of the date of resolution of such Unresolved Retained Escrow Claim exceeds the Amount to Buyer an aggregate amount of the remaining Pending Retained Escrow Amount equal to any amount of the Outstanding Claim Amountresolved in favor of such Buyer Indemnitee.

Escrow Release. (a) If the funds and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellersthereon, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. associated with all indemnification claims contained in any Notice of Claim delivered by an Indemnitee that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative Buyer and Purchaser Seller shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Seller. (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser Buyer and the Sellers’ Representative Seller shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.88.6, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) Seller an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellersthereon, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.

Escrow Release. (a) If Subject to the funds terms and value provisions of this Section 1.10, promptly following any disbursement by the Escrow Agent from the Working Capital Indemnity Amount pursuant to SECTION 1.8(d) (provided that the Negative Adjustment Amount does not exceed the Working Capital Indemnity Amount), the Escrow Agent shall disburse to the Equity Holders the remaining Working Capital Indemnity Amount pursuant to a written instruction from the Purchaser and the Shareholder Representative specifying the amount of the Consideration Securities remaining Working Capital Indemnity Amount due to each Equity Holder and payment instructions with respect to each Equity Holder; provided, however, that the Shareholders agree and acknowledge that the Purchaser shall have no liability in connection with, or responsibility for, such disbursement or the allocation thereof. (i) Subject to the terms and provisions of this SECTION 1.10, on the first anniversary of the Closing Date (the "INITIAL GENERAL INDEMNITY RELEASE DATE"), the Escrow AccountAgent shall disburse to the Equity Holders an amount (the "INITIAL GENERAL INDEMNITY RELEASE AMOUNT"), including any interest accrued if any, equal to (a) the remaining General Indemnity Escrow Amount less (b) the sum of (A) the Retained Amount (as defined below) and (B) the Tax Escrow Amount (as defined below). The Escrow Agent shall make such disbursement of the Initial General Indemnity Release Amount, if any, pursuant to a written instruction from the Purchaser and the Shareholder Representative specifying the amount of the Initial General Indemnity Release Amount due to each Equity Holder and payment instructions with respect to each Equity Holder; provided, however that the Shareholders agree and acknowledge that the Purchaser shall have no liability in connection with, or income otherwise earned thereon owned by responsibility for, such disbursement or the Sellersallocation thereof. In the event that the Shareholder Representative has received, as on or before the Initial General Indemnity Release Date, a Claim Notice for which the Escrow Agent may be required to disburse all or a portion of the General Survival Date (the “Indemnity Escrow Balance”Amount to Purchaser pursuant to Section 1.9(c) exceed the aggregate dollar amountor 1.9(d) above, as a portion of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained Indemnity Escrow Amount in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount subject to such Claim Notice (the "RETAINED AMOUNT") shall continue to be held by the Escrow Agent until the Claim Amount with respect thereto has been finally resolved. As soon as any dispute with respect to such Claim Amount has been finally resolved, the Escrow Agent shall be instructed in accordance with SECTION 1.9(c) or 1.9(d) to disburse such portion of the Retained Amount, if any, as is required to be disbursed to Purchaser pursuant to SECTION 1.9(c) or 1.9(d), and the Escrow Agent shall disburse to the Equity Holders the remaining portion of the Retained Amount, if any, to the extent that the sum of such remaining portion plus the Tax Escrow Amount is greater than Two Million Dollars ($2,000,000) (and any amounts not so distributed shall be retained the by which Escrow Agent and thereafter treated for all purposes hereunder as part of the Tax Escrow Amount) pursuant to a written instruction from the Purchaser and the Shareholder Representative specifying the amount of funds such excess remaining portion due to each Equity Holder and Consideration Securities payment instructions with respect to each Equity Holder; provided, however that the Shareholders agree and acknowledge that the Purchaser shall have no liability in connection with, or responsibility for, such disbursement or the allocation thereof. For purposes hereof, the "Tax Escrow Amount" shall mean a portion of the General Indemnity Escrow Amount in an amount equal to the lesser of (x) Two Million Dollars ($2,000,000) and (y) the remaining in the General Indemnity Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, Amount as of the date Initial General Indemnity Release Date (less any Retained Amount, except as otherwise contemplated hereby). The Tax Escrow Amount shall serve as security to satisfy any Loss(es) incurred by the Purchaser Identified Parties under Section 8.2(a)(i) arising out or resulting from any inaccuracy in or breach of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim AmountSECTION 2.11 hereof.

Escrow Release. (a) If the funds and value Any portion of the Consideration Securities Indemnity Escrow Amount and Special Escrow Amount remaining in escrow following the applicable Escrow AccountRelease Date, including any interest accrued or income otherwise earned thereon owned less the aggregate amount, if any, claimed by the SellersParent Indemnified Parties pursuant to claims (such claims, as of the General Survival Date (the “Escrow BalanceOutstanding Claims”) exceed properly made against the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts applicable Indemnity Escrow Amount and/or Special Escrow Amount in accordance with this Article VIII and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally fully resolved and paid prior to the General Survival applicable Escrow Release Date in accordance with Section 10.7 (such amount of the retained Indemnity Escrow Amount and/or Special Escrow Amount, as it may be further reduced after the applicable Escrow Release Date by distributions to the Securityholders as set forth below and Section 10.8 (each, an “Unresolved Escrow Claim” by recoveries by the Parent Indemnified Parties pursuant to this Article VIII and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as Escrow Agreement, the “Pending Claim Retained Escrow Amount”), then shall promptly be released from the Sellers’ Representative Indemnity Escrow Account and/or Special Escrow Amount, as applicable, and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to deposited by the Escrow Agent instructing with the Representative for the benefit of the Securityholders for distribution to them in accordance with their respective Pro Rata Percentages (subject to Section 1.03(b)). In the event and to the extent that, after the applicable Escrow Release Date, any Outstanding Claim made by any Parent Indemnified Party pursuant to this Article VIII is resolved against such Parent Indemnified Party, the Parties shall instruct the Escrow Agent to promptly release from the applicable Escrow Account an amount equal to and deposit with the Escrow Balance minus Representative for the Pending Claim Amount to the Sellers’ Representative (on behalf benefit of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if Securityholders an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an aggregate amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount Retained Escrow Amount equal to the amount of the Outstanding Claim resolved against such Parent Indemnified Party, for distribution to them in accordance with their respective Pro Rata Percentages (if any) by which subject to Section 1.03(b)); provided, however, that any such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of Outstanding Claims that are still unresolved at such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amounttime.

Escrow Release. Within ten (a) If the funds and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (310) Business Days following the General Survival Date, deliver joint written instructions later of (i) the resolution of all matters that are included in the Post-Closing Title Adjustment Amount (other than with respect to the Specified Matters) and (ii) the resolution of all matters that are included in the Post-Closing Environmental Adjustment Amount (the “Escrow Agent instructing Release Date”), (A) the net amount of all Escrow Agent Shares owed to release from the Sole Shareholder or Parent, as applicable, pursuant to the Post-Closing Title Adjustment Amount and the Post-Closing Environmental Adjustment Amount shall be released to the Sole Shareholder or Parent, as applicable, in accordance with the terms of Article IV, (B) the net amount of all Escrow Shares owed to the Sole Shareholder pursuant to Section 4.3(b)(ii) or Section 4.4(c)(ii) shall be released to the Sole Shareholder in accordance with the terms of Article IV and (C) all Escrow Shares remaining in the Escrow Account an amount equal other than the Escrow Shares that are subject to Section 4.3 or Section 4.4, if any, shall be released to the Sole Shareholder in accordance with the terms of the Escrow Balance minus Agreement; provided, however, that if the Pending Claim Amount Specified Matters have not been fully resolved to the Sellers’ Representative (on behalf reasonable satisfaction of Parent by the Escrow Release Date, $4,000,000 of the Sellers on a Pro Rata Share basis). Escrow Amount shall be reserved for resolution of such matters (bthe “Specified Matters Shares”) Following and remain in the General Survival DateEscrow Account. If any Specified Matters Shares remain in the Escrow Account pursuant to the preceding sentence, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shallthen, within three ten (310) Business Days following the resolution of all Specified Matters to the reasonable satisfaction of Parent, the Specified Matters Shares shall be released to the Sole Shareholder in accordance with the terms of the Escrow Agreement. If the Specified Matters are unable to be resolved to the reasonable satisfaction of Parent within one year after the final resolution of such Unresolved Escrow ClaimClosing, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: then, (i) the Specified Matters Shares shall be released to Parent and/or the applicable Purchaser Indemnitee an amount in cash Sole Shareholder, as applicable, as agreed upon by Parent and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and the Sole Shareholder at such time or (ii) to the Sellers’ Representative (on behalf extent there exists a dispute between Parent and the Sole Shareholder regarding the existence, nature, or value of any Specified Matter, then such dispute shall be resolved in accordance with Section 4.3(d) and the Sellers on a Pro Rata Share basis) an amount equal disputed Specified Matters Shares shall be released to the Sole Shareholder and/or Parent, as applicable, in accordance with the final determination by the Title Arbitrator; provided, that, for the avoidance of doubt, the Sole Shareholder’s liability for the Specified Matters pursuant to Article IV or Article XII shall not be limited to the amount (if any) by which of the amount Specified Matters Shares. For the avoidance of funds doubt, the Post-Closing Title Adjustment Amount and Consideration Securities remaining in the Post-Closing Environmental Adjustment Amount shall be satisfied solely from the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as Amount.” 4. Company Disclosure Schedule 4.3(c)(iii) is hereby amended and restated with Company Disclosure Schedule 4.3(c)(iii) attached hereto. 5. Section 8.7 of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.Merger Agreement is hereby amended and restated in its entirety as follows:

Escrow Release. (a) If the funds and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”), as of the (1) date that is ninety (90) days after the Closing Date (the “Initial Escrow Release Date”) exceed the aggregate dollar amount, as of the Initial Escrow Release Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the Initial Escrow Release Date in accordance with Section 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the Initial Escrow Release Date being referred to as the “Initial Pending Claim Amount”), then Buyer and Seller shall, within three (3) Business Days following the Initial Escrow Release Date , deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to Seller the lesser of (i) Five Hundred Thousand Dollars ($500,000) and an amount equal to the Escrow Balance minus the Initial Pending Claim Amount and (2) General Survival Date exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative Buyer and Purchaser Seller shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Seller. (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolvedresolved by a court from which no appeal can be taken, Purchaser Buyer and the Sellers’ Representative Seller shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Buyer Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.88.6, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) Seller an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellersthereon, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.

Escrow Release. (a) If the funds and value of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint The Company shall remit written instructions to the Escrow Agent instructing and the Purchasers two (2) business days after the Audit Date, in the form of Exhibit B attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, directing the Escrow Agent to release from the Escrow Account an amount equal Shares within five (5) business days of the Audit Date for each fiscal year, as specified therein and in accordance with the following guidelines (the “Release Notice”): (a) If the Company achieves 50% or less of the 2007 PT, the Escrow Agent shall disburse 100% of the Escrow Shares to the Escrow Balance minus Purchasers pro rata based upon the Pending Claim Amount to number of Purchased Stock the Sellers’ Representative (Purchaser beneficially owned on behalf of the Sellers on a Pro Rata Share basis).Audit Date; (b) Following If the General Survival Company achieves more than 50% and no more than 75% of the 2007 PT, the Escrow Agent shall disburse that number of Escrow Shares equal to two (2) times the percentage by which the 2007 PT was not achieved, to the Purchasers pro rata based upon the number of Purchased Stock the Purchaser beneficially owned on the Audit Date; for example, if an Unresolved the Company achieves 75% of the 2007 PT, the Escrow Claim Agent shall disburse 50% of the Escrow Shares to the Purchasers; (c) If the Company achieves more than 75% and no more than 95% of the 2007 PT, the Escrow Agent shall disburse that number of Escrow Shares equal to the percentage by which the 2007 PT was not achieved, to the Purchasers pro rata based upon the number of Purchased Stock the Purchaser beneficially owned on the Audit Date; for example, if the Company achieves 95% of the 2007 PT, the Escrow Agent shall disburse 5% of the Escrow Shares to the Purchasers; (d) If the Company achieves 50% or less of the 2008 PT, the Escrow Agent shall disburse 100% of the Escrow Shares to the Purchasers pro rata based upon the number of Purchased Stock the Purchaser beneficially owned on the Audit Date; (e) If the Company achieves more than 50% and no more than 75% of the 2008 PT, the Escrow Agent shall disburse that number of Escrow Shares equal to two (2) times the percentage by which the 2008 PT was not achieved, to the Purchasers pro rata based upon the number of Purchased Stock the Purchaser beneficially owned on the Audit Date; for example, if the Company achieves 75% of the 2008 PT, the Escrow Agent shall disburse 50% of the Escrow Shares to the Purchasers; and, (f) If the Company achieves more than 75% and no more than 95% of the 2008 PT, the Escrow Agent shall disburse that number of Escrow Shares equal to the percentage by which the 2008 PT was not achieved, to the Purchasers pro rata based upon the number of Purchased Stock the Purchaser beneficially owned on the Audit Date; for example, if the Company achieves 95% of the 2008 PT, the Escrow Agent shall disburse 5% of the Escrow Shares to the Purchasers. (g) If any Escrow Shares remain in the Escrow Account after all of the disbursements are made pursuant to the 2008 Release Notice, the Escrow Agent shall return such remaining shares to Redsky Group. (h) In the event that the Closing does not occur and written notice of same, signed by all of the parties hereto, is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions delivered to the Escrow Agent instructing or upon the written instructions of all of the parties hereto, the Escrow Agent to release from shall return the Escrow Account: Shares to Redsky Group (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in Upon the Escrow AccountAgent’s completion of its obligations under Sections 1.4, including any interest accrued or income otherwise earned thereon owned by this Agreement shall terminate and the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim AmountAgent shall have no further liability hereunder.

Escrow Release. (ai) If On the funds and value of the Consideration Securities remaining in the Initial Indemnity Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Release Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 10.7 and Section 10.8 (each, an “Unresolved Escrow Claim” Purchaser and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then the Sellers’ Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, Seller shall deliver a joint written instructions instruction to the Escrow Agent instructing the Escrow Agent to release distribute to the Seller the Initial Release Amount in accordance with the terms of the Escrow Agreement; provided that an amount having a value equal to any then pending claims for indemnification by the Purchaser Indemnitees with respect to which a valid claim for indemnification has been made in accordance with Section 12.02 shall be retained in the Indemnity Escrow Account pending the resolution of such claims; provided, further, that the matter described on Item 3 on the “Significant Regulatory Matters” table on the Compliance with Laws Schedule (the “Specified Matter”) shall not be deemed a valid claim for purposes of the immediately preceding proviso if (A) no enforcement action has been brought against the Company or its Affiliates or Subsidiaries by the SEC or FINRA by the Initial Indemnity Escrow Release Date regarding the Specified Matter, (B) neither the SEC nor FINRA has indicated in writing that it intends or expects to bring an enforcement action regarding the Specified Matter or (C) if either the SEC or FINRA has confirmed in writing that it will not bring such an enforcement action; provided, further, that all amounts released from the Indemnity Escrow Account an amount to Seller shall be released in a ratio of cash to Class A Common Stock (valued based on the 30-day volume-weighted average price per share as of the day prior to the date of determination) equal to the Indemnity Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)Funding Ratio. (bii) Following On the General Survival Final Indemnity Escrow Release Date, if an Unresolved Escrow Claim is finally resolved, the Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, Seller shall deliver a joint written instructions instruction to the Escrow Agent instructing the Escrow Agent to release from distribute to the Seller the balance of the Indemnity Escrow Funds remaining in the Indemnity Escrow Account in accordance with the terms of the Escrow Account: (i) to the applicable Purchaser Indemnitee Agreement; provided that an amount in cash and Consideration Securities determined having a value equal to any then pending claims for indemnification by the Purchaser Indemnitees with respect to which a valid claim for indemnification has been made in accordance with Section 10.7 and Section 10.812.02 shall be retained in the Indemnity Escrow Account pending the resolution of such claims; provided, and further, that any amounts so retained in the Indemnity Escrow Account shall be retained in a ratio of cash to Class A Common Stock (ii) valued based on the 30-day volume-weighted average price per share as of the day prior to the Sellers’ Representative date of determination) equal to the Indemnity Escrow Funding Ratio. Notwithstanding the foregoing, if on the Final Indemnity Escrow Release Date, (A) no enforcement action has been brought against the Company or its Affiliates or Subsidiaries by the SEC or FINRA by such date regarding the Specified Matter or (B) if neither the SEC nor FINRA has confirmed in writing that it will not bring such an enforcement action, then an amount equal to $3,000,000 shall be retained (such amount to be retained in a ratio of cash to Class A Common Stock (valued based on behalf the 30-day volume-weighted average price per share as of the Sellers day prior to the date of determination) equal to the Indemnity Escrow Funding Ratio) in the Indemnity Escrow Account until the date on which the Purchaser shall reasonably determine (taking into account the applicable statute of limitations period with respect to the Specified Matter) that neither the Company nor its Affiliates will likely have any further liability resulting from an SEC and/or FINRA enforcement action relating to the Specified Matter and following such date, the Purchaser and the Seller shall deliver a Pro Rata Share basisjoint written instruction to the Escrow Agent instructing the Escrow Agent to distribute to the Seller the balance of the Indemnity Escrow Funds remaining in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement; provided that an amount having a value equal to any then pending claims for indemnification by the Purchaser Indemnitees with respect to which a valid claim for indemnification has been made in accordance with Section 12.02 shall be retained in the Indemnity Escrow Account pending the resolution of such claims. (iii) On the Tax Indemnity Escrow Release Date, the Purchaser and Seller shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to distribute to the Seller the balance of the Tax Indemnity Escrow Funds remaining in the Tax Indemnity Escrow Account in accordance with the terms of the Escrow Agreement. (iv) Promptly (and in any event within two (2) Business Days) following the final determination of the Final Adjusted Purchase Price, the Purchaser and the Seller shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to distribute to the Seller an amount equal to the amount (remaining Adjustment Escrow Amount, if any) by which , in accordance with the amount terms of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim AmountAgreement.

Escrow Release. (a) If the funds and value Any portion of the Consideration Securities remaining any Indemnity Escrow Amount not previously released from escrow in accordance with the Escrow Account, including any interest accrued Agreement on or income otherwise earned thereon owned by the Sellers, as of the General Survival Date (the “Escrow Balance”) exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior to the General Survival applicable Escrow Release Date remaining in escrow following such Escrow Release Date, less the aggregate amount, if any, claimed by the Parent Indemnified Parties pursuant to claims (such claims, the “Outstanding Claims”) properly made against such Indemnity Escrow Amount in accordance with Section 10.7 therewith and Section 10.8 not fully resolved prior to the Escrow Release Date (each, an “Unresolved Escrow Claim” and the aggregate dollar such amount of such Claimed Amounts retained Indemnity Escrow Amount, as it may be further reduced after the applicable Escrow Release Date by distributions to the Preferred Shareholders as set forth below and Contested Amounts as of by recoveries by the General Survival Date being referred Parent Indemnified Parties pursuant to as the Escrow Agreement, the “Pending Claim Retained Escrow Amount”), then shall promptly be released from the Sellers’ Representative applicable Indemnity Escrow Account and Purchaser shall, within three (3) Business Days following the General Survival Date, deliver joint written instructions to deposited by the Escrow Agent instructing with the Representative for the benefit of the Preferred Shareholders for distribution to them in accordance with their respective Pro Rata Percentage. In the event and to the extent that, after the applicable Escrow Release Date, any applicable Outstanding Claim made by any Parent Indemnified Party pursuant to this Article VIII is resolved against such Parent Indemnified Party, the Escrow Agent to shall promptly release from the applicable Indemnity Escrow Account an amount equal to and deposit with the Escrow Balance minus Representative for the Pending Claim Amount to the Sellers’ Representative (on behalf benefit of the Sellers on a Pro Rata Share basis). (b) Following the General Survival Date, if Preferred Shareholders an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution aggregate amount of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount Retained Escrow Amount equal to the amount (if any) by which of the applicable Outstanding Claim resolved against such Parent Indemnified Party, for distribution to them in accordance with their respective Pro Rata Percentages; provided, however, that any such distribution shall only be made to the extent that the applicable Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of applicable Outstanding Claims that are still unresolved at such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amounttime.

Escrow Release. Within five (a5) If Business Days after the funds and value three (3) year anniversary of the Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the General Survival Closing Date (the “Escrow BalanceExpiration Date”) exceed ), subject to the aggregate dollar amount, as terms of the General Survival DateEscrow Agreement, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim that have not been finally resolved and paid prior the Escrow Agent shall distribute to the General Survival Date Seller Representative (for distribution to Sellers in accordance with Section 10.7 and Section 10.8 (each, their Pro Rata Shares) the Escrow Amount less an “Unresolved Escrow Claim” and amount equal to the aggregate dollar amount of such Claimed Amounts claims for Damages made by any Buyer Indemnified Party pursuant to Section 7.2 which are then outstanding and Contested Amounts as of unresolved (the General Survival Date “Aggregate Outstanding Claims,” with any retained portion being referred to as the “Pending Claim Retained Escrow Amount”). In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party pursuant to Section 7.2 for Damages is resolved for any amount less than what was retained for such claim at the Escrow Expiration Date, then the Sellers’ Escrow Agent shall distribute to Seller Representative (for distribution to Sellers in accordance with their Pro Rata Shares) an aggregate amount of the Retained Escrow Amount equal to such difference; provided, however, that such distribution shall only be made to the extent that the Retained Escrow Amount remaining after such distribution would be sufficient to cover the amount of the Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after the Escrow Expiration Date any outstanding claim made by any Buyer Indemnified Party for Damages is resolved in favor of such Buyer Indemnified Party, such Buyer Indemnified Party shall be entitled to recover an amount equal to the amount of the outstanding claim resolved in favor of such Buyer Indemnified Party, and Seller Representative and Purchaser shall, within three (3) Business Days following the General Survival Date, Buyer shall deliver joint written instructions to the Escrow Agent instructing for the Escrow Agent release of same to release from the Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis)such Buyer Indemnified Party. (b) Following the General Survival Date, if an Unresolved Escrow Claim is finally resolved, Purchaser and the Sellers’ Representative shall, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account: (i) to the applicable Purchaser Indemnitee an amount in cash and Consideration Securities determined in accordance with Section 10.7 and Section 10.8, and (ii) to the Sellers’ Representative (on behalf of the Sellers on a Pro Rata Share basis) an amount equal to the amount (if any) by which the amount of funds and Consideration Securities remaining in the Escrow Account, including any interest accrued or income otherwise earned thereon owned by the Sellers, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the remaining Pending Claim Amount.