Common use of Escrowed Shares Clause in Contracts

Escrowed Shares. (a) As security for Proman’s indemnity obligations under this ARTICLE V, PDN shall withhold the Escrowed Shares from the Merger Share Consideration at the Effective Time. A stock certificate representing the Escrowed Shares shall be delivered to the transfer agent at the Effective Time to be held by such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with the Escrowed Shares until such time as such shares are distributed to PDN pursuant to Section 5.5(b). (b) PDN shall have the right to deduct from the Escrowed Shares any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any of the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person in accordance with the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment shall be promptly released to Proman.

Escrowed Shares. (a) As security for Proman’s indemnity obligations under this ARTICLE V, PDN shall withhold In the case of Escrowed Shares from purchased by Employee, the Merger Share Consideration at Company will cause Escrowed Shares to be transferred to Employee out of the Effective TimeCompany’s treasury shares and registered in the name of Employee (in accordance with Section 8(c) hereof) effective as of the Grant Date. A stock certificate representing In the case of shares tendered by Employee for deposit as Escrowed Shares, the Company will receive such shares (subject to any change in share registration necessary to give effect to such deposit). Possession of the share certificates or other evidence of ownership of the Escrowed Shares shall be delivered retained by the Company in escrow in an account maintained by the Company’s transfer agent (or such other account as the Company may designate), and shall be subject to the transfer agent at the Effective Time to be held by such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with the Escrowed Shares until such time as such shares are distributed to PDN pursuant to Section 5.5(b).following: (bi) PDN Withdrawal and Release of Escrowed Shares; Forfeiture of Corresponding Matched Units. Employee shall have the right to deduct from the Escrowed Shares withdraw any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any or all of the Escrowed Shares at any time, by written notice addressed to the Company. Withdrawal of Escrowed Shares will result in forfeiture of a corresponding number of Matched Units, except Escrowed Shares shall be released (i) upon Employee’s Termination of Employment (as defined below), even if Matched Units remain outstanding and subject to future vesting, and (ii) upon the vesting of Matched Units. Upon a withdrawal, the Company will promptly deliver the certificate or other evidence or ownership of the withdrawn Escrowed Shares to Employee, or otherwise deposit the shares in an account for Employee. Employee has no right to a refund of the cash purchase price of the Escrowed Shares previously paid by Employee or other right to cause the Company or any affiliate to repurchase the Escrowed Shares. (ii) Transferability Restrictions. Escrowed Shares may not be transferred, sold, assigned, pledged or encumbered, hedged or disposed of while remaining after in escrow, except for estate-planning arrangements as may be permitted by the deduction for Losses suffered by Company and subject to the conditions under Section 11(b) of the Plan. Any attempted action of such nature with respect to Escrowed Shares shall be treated as a PDN Indemnified Person in accordance with withdrawal. (iii) The Committee may accelerate the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election release of Proman, be satisfiedEscrowed Shares, in whole or in partits discretion, by Proman but such accelerated release shall not result in the form forfeiture of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment shall be promptly released to Promancorresponding Matched Units.

Escrowed Shares. (a) As security for Proman’s indemnity obligations under this ARTICLE V, PDN shall withhold In the case of Escrowed Shares from purchased by Employee, the Merger Share Consideration at Company will cause Escrowed Shares to be transferred to Employee out of the Effective TimeCompany’s treasury shares and registered in the name of Employee (in accordance with Section 8(c) hereof) effective as of the Grant Date. A stock certificate representing In the case of shares tendered by Employee for deposit as Escrowed Shares, the Company will receive such shares (subject to any change in share registration necessary to give effect to such deposit). Possession of the share certificates or other evidence of ownership of the Escrowed Shares shall be delivered retained by the Company in escrow in an account maintained by the Company’s transfer agent (or such other account as the Company may designate), and shall be subject to the transfer agent at the Effective Time to be held by such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with the Escrowed Shares until such time as such shares are distributed to PDN pursuant to Section 5.5(b).following: (bi) PDN Withdrawal and Release of Escrowed Shares; Forfeiture of Corresponding Matched Shares. Employee shall have the right to deduct from the Escrowed Shares withdraw any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any or all of the Escrowed Shares at any time, by written notice addressed to the Company. Withdrawal of Escrowed Shares will result in forfeiture of a corresponding number of Matched Shares, except Escrowed Shares shall be released (i) upon Employee’s Termination of Employment (as defined below), even if Matched Shares remain outstanding and subject to future vesting, and (ii) upon the vesting of Matched Shares. Upon a withdrawal, the Company will promptly deliver the certificate or other evidence or ownership of the withdrawn Escrowed Shares to Employee, or otherwise deposit the shares in an account for Employee. Employee has no right to a refund of the cash purchase price of the Escrowed Shares previously paid by Employee or other right to cause the Company or any affiliate to repurchase the Escrowed Shares. (ii) Transferability Restrictions. Escrowed Shares may not be transferred, sold, assigned, pledged or encumbered, hedged or disposed of while remaining after in escrow, except for estate-planning arrangements as may be permitted by the deduction for Losses suffered by Company and subject to the conditions under Section 11(b) of the Plan. Any attempted action of such nature with respect to Escrowed Shares shall be treated as a PDN Indemnified Person in accordance with withdrawal. (iii) The Committee may accelerate the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election release of Proman, be satisfiedEscrowed Shares, in whole or in partits discretion, by Proman but such accelerated release shall not result in the form forfeiture of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment shall be promptly released to Promancorresponding Matched Shares.

Escrowed Shares. At the Closing, all of the Common Stock Consideration Shares to be issued to Switzer and DeSimone (collectively, the "Indemnifying Sellers") pursuxxx xx Sectixx 0.0(x) above (collectively, the "Escrowed Shares") shall be deposited with Buyer as security for the indemnification obligations of the Indemnifying Sellers pursuant to this Agreement. Accordingly, the Transfer Agent Instruction shall provide (i) that the Escrowed Shares be represented by a separate certificate issued in the name of the Indemnifying Seller to whom such stock is issuable pursuant to subsection (a) As security for Proman’s indemnity obligations under above, (ii) that each such certificate bear the following legend (in addition to the legend set forth in subsection (a) above): "THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RIGHTS OF OFFSET IN FAVOR OF THE ISSUER AND MAY NOT BE TRANSFERRED EXCEPT WITH THE CONSENT OF THE ISSUER", and (iii) that each such certificate be deposited with Buyer to be held in escrow pursuant to this ARTICLE VSection 1.3(b). At the Closing, PDN the Indemnifying Sellers shall withhold each deliver to Buyer proper instruments of transfer relating to the Escrowed Shares from issued in such Indemnifying Seller's name, duly executed in blank. In the Merger Share Consideration at the Effective Time. A stock certificate representing the event any Indemnifying Seller defaults on such Indemnifying Seller's indemnification obligations pursuant to this Agreement, Buyer shall be entitled to cancel a number of such Indemnifying Seller's Escrowed Shares shall be delivered having an aggregate value equal to the transfer agent amount in default or any portion thereof (with each Escrowed Share being valued at the Effective Time $3.00); provided that such cancellation shall not affect Buyer's right to be held by recover any remaining amount from such transfer agent during the period beginning on the Effective Time and ending on Indemnifying Seller pursuant to Article IX or Article X of this Agreement. Buyer shall release any remaining Escrowed Shares upon the first (1st) anniversary of the Effective Time Closing Date (the "Escrow Release Date"), unless a Notice of Claim (as defined in Article IX below) shall have been delivered by Buyer prior to such date and distributed the claims set forth in accordance with Section 5.5(b)such Notice of Claim shall not have been finally resolved prior to such date, in which case Buyer shall release such remaining Escrowed Shares promptly following the final resolution of all such claims. Proman Notwithstanding the foregoing, Buyer shall be entitled to retain the beneficial ownership and voting rights associated with all of the Escrowed Shares until such time as such shares the litigation matters and claims described in Section 9.2(d) and (f), which matters or claims are distributed to PDN pursuant to Section 5.5(b). (b) PDN pending on the Escrow Release Date, shall have the right to deduct from the Escrowed Shares any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any of the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person in accordance with the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment shall be promptly released to Promanresolved.

Escrowed Shares. (a) As security Ramtron has delivered to Agent as escrow agent for Proman’s indemnity obligations under this ARTICLE V, PDN shall withhold the Shareholders and Ramtron all certificates evidencing the Shareholders' ownership of the Escrowed Shares Shares, accompanied by instruments of transfer duly executed in blank by the Shareholders. At any time or times prior to one year from the Merger Share Consideration at date of this Agreement (the Effective Time. A stock certificate representing "Expiration Date") Ramtron may make claims against the Escrowed Shares Collateral for amounts due for indemnification under Article 8 of the Merger Agreement. Ramtron shall be delivered notify the Shareholders and the Escrow Agent in writing of each such claim ("Notice of Claim"), including a brief description of the amount and nature of such claim. If the amount subject to the transfer agent at the Effective Time claim is unliquidated, Ramtron shall make a good faith estimate as to be held by such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with the Escrowed Shares until such time as such shares are distributed to PDN pursuant to Section 5.5(b). (b) PDN shall have the right to deduct from the Escrowed Shares any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided claim for purposes of determining the number of Escrow Shares and amount of other Escrowed Collateral, if any, to be withheld by the Current Market Value (Escrow Agent if such claim is not resolved or otherwise adjudicated by the Expiration Date. Such good faith estimate shall be included in the Notice of Claim. If the Shareholders shall dispute a claim or Ramtron's estimate as hereinafter defined) of PDN Common Stock as to the amount of the claim, the Shareholders shall give written notice thereof to Ramtron and to the Escrow Agent within 30 days after the date such shares are transferred Ramtron's Notice of Claim was received by the Shareholders, in which case the Escrow Agent shall continue to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any of hold the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person Collateral in accordance with the immediately preceding sentenceterms of this Agreement; otherwise, such liquidated claim shall be deemed to have been acknowledged to be payable out of the Escrowed Collateral in the full amount thereof as set forth in the Notice of Claim and the Escrow Agent shall use its best efforts to pay such liquidated claim from the Escrowed Collateral to Ramtron within three business days after expiration of said 30-day period. Notwithstanding Unliquidated claims shall not be paid by the foregoingEscrow Agent until liquidated, any Losses incurred, but the Set Aside Amount (as defined below) shall be reserved for payment upon such liquidation. Disputes as to Ramtron's good faith estimate of a claim shall be resolved as provided below. The value of Escrowed Collateral paid or borne by to satisfy a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman claim under this Article V may, at Agreement shall be allocated pro rata among the election of Proman, be satisfied, in whole or in part, by Proman Shareholders based on their proportionate interests in the form of cashaggregate Escrowed Collateral. With respect to each Shareholder, rather than shares of PDN Common Stock, in which event the amount paid to satisfy a claim under this Agreement shall be deducted from the Escrowed Shares having a Current Market Value equal Collateral allocable to such Shareholder. If the amount of such payment the claim exceeds the aggregate value of the Escrowed Collateral subject thereto, the Escrow Agent shall be promptly released to Promanhave no liability or responsibility for any deficiency.

Escrowed Shares. (a) As security for Proman’s indemnity obligations under this ARTICLE V, PDN shall withhold the Escrowed Shares from the Merger Share Consideration at the Effective Time. A stock certificate representing the The Escrowed Shares shall be delivered issued and outstanding for all purposes, including the right to vote, and held in escrow by Weatherford until two years following the transfer agent at the Effective Time to be held by such transfer agent during the period beginning on the Effective Time and ending Closing Date; provided, however, that on the first anniversary of the Effective Time Closing Date, Weatherford shall release a number of Escrowed Shares (or cash proceeds from the sale of Escrowed Shares, as directed by Tulsa, Holdings or the Shareholder Representative) such that the remaining Escrowed Shares (and distributed cash proceeds, if applicable) held in accordance with Section 5.5(b). Proman shall retain escrow will have an aggregate value equal to the beneficial ownership greater of (i) $1,250,000 (based on the Average Closing Price, if Weatherford Shares are all or a part of the escrow) and voting rights associated with (ii) the amount of unresolved claims for indemnification for Acquiror Losses on such date; and provided further, that if on the second anniversary of the Closing Date, any claims for indemnification for Acquiror Losses have not been resolved, a number of the Escrowed Shares until such time as such shares are distributed (and cash proceeds, if applicable) equal to PDN pursuant the lesser of (i) the remainder of the Escrowed Shares (and cash proceeds, if applicable) or (ii) (a) the cash proceeds equal to Section 5.5(b). the amount of unresolved claims for indemnification for Acquiror Losses, or (b) PDN shall have the right to deduct from the Escrowed Shares any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter definedand cash proceeds, if applicable) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any of the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person in accordance with the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment unresolved claims for indemnification for Acquiror Losses divided by the Average Closing Price, may continue to be held in escrow by Weatherford for so long as any of such claims for indemnification for Acquiror Losses have not been resolved. Any dividends or distributions paid or payable with respect to the Escrowed Shares shall also be deemed to constitute Escrowed Shares and shall be promptly released subject to Promanthe terms of this Section 1.4. If Tulsa or Holdings desires to sell any of their respective Escrowed Shares, Weatherford will effect such sale in accordance with instructions received from the Person requesting such sale and shall retain in escrow the net proceeds of such sale; provided that no such request shall be made until the expiration of 90 days after the Closing Date. Such cash deposited with Weatherford, including any interest earned thereon, shall be held in escrow and be deemed to constitute Escrowed Shares for purposes of this Agreement. All cash deposited with Weatherford shall earn interest at the same interest rate that Weatherford earns on its over-the-counter interest bearing deposit accounts. Subject to the following provisions of this Section 1.4, the Acquiror and Weatherford shall satisfy their rights to receive payments under Article VIII first by withdrawing Escrowed Shares (based on the Average Closing Price) as set forth above and any remainder to be paid shall be deducted from the cash proceeds received upon the sale of Escrowed Shares. Once all Escrowed Shares have been converted to cash or applied to satisfy rights to receive payments under Article VIII, any cash held in escrow may be used to satisfy any unpaid Acquiror Losses. Subject to the foregoing, Weatherford shall deliver to Tulsa and Holdings (in such proportions as such Persons received the Weatherford Shares) the Escrowed Shares and cash proceeds, if any, remaining upon termination of the escrow period described above. In order to withdraw Escrowed Shares or cash to satisfy its right to receive payments under Article VIII, the Acquiror or Weatherford must receive from Tulsa or Holdings (or, if Tulsa and Holdings are no longer in existence, the Shareholder Representative) a certificate executed by Tulsa, Holdings or the Shareholder Representative stating that the Acquiror and/or Weatherford is entitled to receive indemnity pursuant to this Agreement and stating the dollar amount of such indemnification to be disbursed; provided, however, that in the event the parties agree that the Acquiror and/or Weatherford is entitled to receive indemnity but disagree as to the amount of such indemnity, Tulsa, Holdings and the Shareholder Representative agree to deliver such certificate authorizing the withdrawal of the amount not in dispute; and provided, further, that no such certificate shall be required from Tulsa, Holdings or the Shareholder Representative if the Acquiror or Weatherford delivers to Tulsa, Holdings or the Shareholder Representative a copy of a decision of an arbitration body selected and convened in accordance with Section 12.12 stating that the Acquiror or Weatherford is entitled to receive indemnity pursuant to this Agreement and stating the dollar amount of such indemnification. For purposes of this Agreement, in the value of Escrowed Shares surrendered shall be equal to the number of such shares so surrendered multiplied by the Average Closing Price.

Escrowed Shares. (a) As security The Escrowed Shares will be deposited by Buyer and held in an escrow account managed by Computershare Trust Company, N.A., as escrow agent (the “Escrow Agent”) for Proman’s indemnity obligations under this ARTICLE Vthe benefit of the Seller, PDN pursuant to an Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”) to be executed and delivered by the parties and the Escrow Agent at Closing. The Escrow Agreement will provide that any Escrowed Shares not released to Buyer or subject to an unresolved claim for indemnification will be unconditionally released to Seller on the 12-month anniversary of the Closing Date. The costs and fees to be charged by the Escrow Agent shall withhold be shared equally between the Buyer and the Seller. The Seller shall be entitled to exercise (or direct the Escrow Agent to exercise) all the rights inherent to the Escrowed Shares from not cancelled to satisfy the Merger Share Consideration at the Effective Time. A stock certificate representing indemnification obligations of Seller, including, without limitation, any voting rights, subscription rights and rights to dividends with respect to the Escrowed Shares shall be delivered to the transfer agent at the Effective Time to be held by such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with the Escrowed Shares until such time as such shares are distributed to PDN pursuant to Section 5.5(b)Shares. (b) PDN The Escrowed Shares shall have serve as a source, but not the right sole source, to deduct address any Losses payable to a Buyer Indemnitee pursuant to Article VII. The Escrow Agent shall deliver the Escrowed Shares to Seller on the 12-month anniversary of the Closing Date, less any Escrowed Shares that were delivered to a Buyer Indemnitee as payment for Losses payable to a Buyer Indemnitee pursuant to Article VII. Any withheld Escrowed Shares, to the extent not applied in satisfaction of such indemnification obligations referred to in the preceding sentence, shall be delivered to Seller promptly upon resolution of the disputes related to indemnification obligations arising under this Agreement. Nothing in this Section 2.06 shall be construed as limiting the liability of Seller to the Escrowed Shares, nor shall payments from the Escrowed Shares be considered as liquidated damages for any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with breach under this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of or any of the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person in accordance with the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment shall be promptly released to Promanother Ancillary Document.

Escrowed Shares. (a) As security The Escrowed Shares will be deposited by Buyer and held in an escrow account (the “Escrow Account”) managed by Computershare Trust Company, N.A., as escrow agent (the “Escrow Agent”) for Proman’s indemnity obligations under this ARTICLE Vthe benefit of the Sellers, PDN shall withhold pursuant to an Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”) to be executed and delivered by the parties and the Escrow Agent at the Closing. The Escrow Agreement will provide that the Escrowed Shares from will be unconditionally released to Sellers on the Merger Share Consideration at 24-month anniversary of the Effective Time. A stock certificate representing Closing Date, and that Buyer shall have the right to repurchase the Escrowed Shares for a price corresponding to €1,000,000 (less the value of any Escrowed Shares which may have been delivered to Buyer as indemnity payment by Sellers up to a maximum amount of €100,000 pursuant to paragraph (b) below and the Escrow Agreement) plus interest at an interest rate of 10% per annum at any time during the 24-month period. The costs and fees to be charged by the Escrow Agent shall be delivered shared equally between the Buyer and the Sellers. The Sellers shall be entitled to exercise (or direct the transfer agent at Escrow Agent to exercise) all the Effective Time rights inherent to be held by such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with the Escrowed Shares until such time as such shares are distributed not repurchased or otherwise cancelled to PDN pursuant satisfy the indemnification obligations of Sellers, including, without limitation, any voting rights, subscription rights and rights to Section 5.5(b)dividends with respect to the Escrowed Shares. (b) PDN The Escrowed Shares shall have serve as security for the right indemnification obligations of Sellers set forth in Article 8 or any other Transaction Document up to deduct a total maximum amount of Escrowed Shares with an aggregate market value, based on the Closing Share Price, of €100,000 (one hundred thousand euros). If not repurchased as set out in Clause 1.3(a), the Escrow Agent shall deliver the Escrowed Shares to Sellers on the 24-month anniversary of the Closing Date; provided, that the Escrow Agent shall (i) unconditionally deliver Escrowed Shares with an aggregate market value, based on the Closing Share Price, of €900,000 (nine hundred thousand euros) to Sellers on the 24-month anniversary of the Closing Date, and (ii) deliver the remaining Escrowed Shares with an aggregate market value, based on the Closing Share Price, of up to €100,000 (one hundred thousand euros), if any, that were not delivered to Buyer as payment for Buyer Damages or other indemnification obligations arising under this Agreement or any other Transaction Document. Any withheld Escrowed Shares, to the extent not applied in satisfaction of such indemnification obligations referred to in (ii) above, shall be delivered to Sellers promptly upon resolution of the disputes related to Buyer Damages or other indemnification obligations arising under this Agreement or any other Transaction Document. Nothing in this Section 1.3 shall be construed as limiting the liability of Sellers to the Escrowed Shares, nor shall payments from the Escrowed Shares be considered as liquidated damages for any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with breach under this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of or any of the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person in accordance with the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment shall be promptly released to Promanother Transaction Document.

Escrowed Shares. (a) As security for Proman’s indemnity obligations under this ARTICLE V, PDN shall withhold the Escrowed Shares from the Merger Share Consideration at the Effective Time. A stock certificate representing the Escrowed Shares shall be delivered to the transfer agent at At the Effective Time to be held by or such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed later time as determined in accordance with Section 5.5(b2.3(b), Pumatech will, on behalf of the holders of Synchrologic Common Stock and Synchrologic Preferred Stock deposit in escrow certificates representing seven and one-half percent (7.5%) of the Total Consideration Shares. Such shares shall be held in escrow on behalf of the persons who are the holders of Synchrologic Common Stock or Synchrologic Preferred Stock immediately prior to the Effective Time (the “Former Synchrologic Shareholders”), in accordance with the portion of Total Consideration Shares allocable to each such Former Synchrologic Shareholder based upon the Exchange Ratio (“Pro Rata Portion”). Proman Such shares (collectively, the “Escrow Shares”) shall retain be held and applied pursuant to the beneficial ownership and voting rights associated with provisions of an escrow agreement in the Escrowed Shares until such time form attached hereto as such shares are distributed Exhibit E (the “Escrow Agreement”) to PDN be executed pursuant to Section 5.5(b)7.5. All calculations to determine the number of Escrow Shares to be delivered by each Former Synchrologic Shareholder into escrow as aforesaid shall be rounded down to the nearest whole share. (b) PDN shall have the right to deduct from the Escrowed Shares any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient of the amount of the Losses suffered by PDN If, as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman more than ten percent (10%) of Synchrologic’s then issued and outstanding capital stock are Dissenting Shares (as defined in Section 2.3(a) hereof), then Pumatech will, at the balance of any Effective Time, deposit in a separate escrow (the “Dissenters’ Escrow”), on behalf of the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person Former Synchrologic Shareholders in accordance with their respective Pro Rata Portions, additional certificates representing the immediately preceding sentencenumber of Total Consideration Shares determined by dividing (A) the Dissenters’ Excess Reserve Amount (as defined below) by (B) the Average Closing Price (the “Dissenters’ Escrow Shares”). Notwithstanding After payment of $6,000,000 in aggregate cash consideration to the foregoingholders of Dissenting Shares, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election of Proman, Pumatech shall be satisfiedentitled, in whole or its sole discretion, to liquidate the Dissenters’ Escrow Shares at such times and in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal such amounts as it shall determine is necessary to pay to the amount holders of Dissenting Shares the fair market value of such payment shall be promptly released Dissenting Shares as determined in accordance with Article 13 of Georgia Law. Upon the earlier of (i) satisfaction in full of all the rights granted to Proman.holders of Dissenting Shares under Article 13 of Georgia Law, Table of Contents

Escrowed Shares. (a) As The Escrow Agent will hold the Escrowed Shares, as security for PromanSeller’s indemnity obligations under this ARTICLE V7.02(a), PDN shall withhold the Escrowed Shares from the Merger Share Consideration at the Effective Time. A stock certificate representing the Escrowed Shares shall be delivered to the transfer agent at the Effective Time to be held by such transfer agent during the period beginning on the Effective Time and ending on until the first anniversary of the Effective Time and distributed in accordance with Section 5.5(bClosing (the “Escrow Termination Date”). Proman shall retain Subject to the beneficial ownership and voting terms hereof, Seller will have all the rights associated of a stockholder with respect to the Escrowed Shares, including without limitation, the right to vote the Escrowed Shares until such time as such shares are distributed to PDN pursuant to Section 5.5(b)and receive any cash dividends declared thereon. (b) PDN shall have If at any time on or prior to the right Escrow Termination Date, Buyer (i) believes in good faith that it or Parent is entitled to deduct payment or that payment should be made to a third party pursuant to the terms of Section 7.02(a), and (ii) desires to make a claim for payment from the Escrowed Shares in connection therewith, then Buyer shall give written notice of such claim (a “Payment Notice”) to Seller, stating in reasonable detail the events or circumstances which are the basis for and amount (to the extent determined) of such claim. If Seller objects to such claim, Seller shall give written notice of such objection to Buyer within 60 days after the date of Seller’s receipt of the Payment Notice served either by certified mail, express mail or personal service (the “Objection Period”), and shall state the basis for such objection in reasonable detail. If no objection to Buyer’s claim is made by Seller within the Objection Period, the claim set forth in the Payment Notice shall be deemed approved and accepted by Seller, the Controlling Owners and Buyer and Seller will instruct Escrow Agent to deliver the applicable portion of Escrowed Shares in satisfaction of the claim. Any Escrowed Shares withdrawn and applied by Escrow Agent in satisfaction of a claim under this Section 2.09 will be valued at price of twenty- five cents ($0.25) per Parent Share. If an objection to Buyer’s claim is made by Seller within the Objection Period, Buyer may initiate an arbitration proceeding under Section 9.05 hereof to resolve the claim within 60 days following its receipt of Seller’s written objection. If Buyer fails to initiate an arbitration proceeding within such 60-day period, it will be deemed to have abandoned the claim and released its rights with respect to the specific subject matter of such claim. (c) Escrow Agent will hold and/or distribute any Losses suffered remaining Escrowed Shares (after deduction of amounts, if any, withdrawn and applied by PDN Indemnified Persons that have been finally resolved Buyer pursuant to Section 2.09(b)) in accordance with this Agreement whereby the following: (i) If on the Escrow Termination Date there is any pending indemnification claim(s) asserted by Buyer or Parent under Article VII (a “Pending Claim”), including (without limitation) any claim which Seller has objected to and Buyer has not abandoned pursuant to Section 2.09(b), a number of Escrowed Shares deducted reasonably anticipated by PDN equals the quotient of the amount of the Losses suffered Buyer and Seller to be necessary to satisfy such claim will be retained by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date Escrow Agent until such shares are transferred to PDNclaim is resolved. On the first anniversary Escrow Termination Date, Escrow Agent will distribute the remaining Escrowed Shares less the amount reserved for Pending Claims, as applicable, to Seller. (ii) If on the Escrow Termination Date there is no Pending Claim, Escrow Agent will distribute the remaining Escrowed Shares to Seller. (iii) Following the Escrow Termination Date, Pending Claims which are adjudicated or determined by arbitration in favor of Buyer or Parent, Escrow Agent will be distribute Escrowed Shares to Buyer in satisfaction of the Effective Timeclaim. When no Pending Claims remain following the Escrow Termination Date, PDN shall Escrow Agent will distribute to Proman the balance of any remaining Escrowed Shares following resolution of the Escrowed Shares remaining after Pending Claims existing on the deduction for Losses suffered by a PDN Indemnified Person in accordance with the immediately preceding sentence. Notwithstanding the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled Escrow Termination Date to indemnification from Proman under this Article V may, at the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment shall be promptly released to PromanSeller.

Escrowed Shares. (a) As security Within thirty (30) days following the completion of the fiscal year end audits for Proman’s indemnity obligations under this ARTICLE V2004, PDN shall withhold 2005, (and 2006 if required, for each of Widepoint and Chesapeake, but in no event more than one hundred twenty (120) days after the conclusion of each such fiscal year end, Widepoint will instruct the Escrow Agent as to the amount, if any, of Escrowed Shares from to be released to the Merger Share Consideration at Shareholders as determined by the Effective Time“Escrow Release Formula.” (as defined below). A stock certificate representing In the event any Escrowed Shares are to be released to the Shareholders, then such shares shall be promptly released by the Escrow Agent and delivered to the transfer agent at the Effective Time to be held by such transfer agent during the period beginning on the Effective Time and ending on the first anniversary of the Effective Time and distributed Shareholders in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with terms of the Escrowed Escrow Agreement in the same proportion in which the Delivered Shares until such time as such shares are distributed were issued to PDN pursuant to Section 5.5(b)the Shareholders. (b) PDN shall have Escrow Release Formula. After the right to deduct from Closing and upon the Escrowed Shares actual receipt by Widepoint (where “receipt” by Widepoint means receipt by Widepoint or any Losses suffered by PDN Indemnified Persons that have been finally resolved in accordance with this Agreement whereby the number of Escrowed Shares deducted by PDN equals the quotient its affiliates or subsidiaries) of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value Chesapeake Sourced Revenues or Chesapeake Assisted Revenues (as hereinafter defineddefined below) of PDN Common Stock as of during the date such shares are transferred to PDN. On time period commencing after the first anniversary of Closing and ending on December 31, 2005(the “Escrow Release Period”), the Effective Time, PDN Escrow Agent shall distribute to Proman the balance of any release (i) one-twelfth (1/12) of the Escrowed Shares remaining to the Shareholders for each One Million Dollars ($1,000,000.00) of Chesapeake Sourced Revenues actually received by Widepoint during the Escrow Release Period, as determined annually by the completed audits of Widepoint for the years ended December 31, 2004 and 2005 , and (ii) one-twenty fourth (1/24) of the Escrowed Shares to the Shareholders for each One Million Dollars ($1,000,000.00) of Chesapeake Assisted Revenues actually received by Widepoint during the Escrow Release Period, as determined annually by the completed audits of Widepoint for the years ended December 31, 2004 and 2005. For purposes of this Agreement, the term “Chesapeake Sourced Revenues” shall mean one hundred percent (100%) of the revenues actually received by Widepoint during the Escrow Release Period which have been originated and generated solely, as reasonably and mutually determined by Widepoint and the Shareholders, from the assets, alliances and relationships of Chesapeake as acquired by Widepoint at the Closing (the “Chesapeake Business”) minus any portion of such revenues which are the subject of disallowances, credits, rebates, reimbursements and/or other decreases to such revenues. For purposes of this Agreement, the term “Chesapeake Assisted Revenues” shall mean fifty percent (50%) of the revenues in excess of the Chesapeake Assisted Revenues Base Amount as actually received by Widepoint during the Escrow Release Period which shall have been originated and generated from the mutually agreed upon efforts of Widepoint and Chesapeake after the deduction Closing, minus any portion of such revenues which are the subject of disallowances, credits, rebates, reimbursements and/or other decreases to such revenues. The Chesapeake Assisted Revenues Base Amount shall be Three Million Two Hundred Thousand Dollars ($3,200,000) for Losses suffered 2004, and for each subsequent annual period shall be determined as the amount of Revenues not associated with The Chesapeake Sourced Revenues or Chesapeake Assisted Revenues that are earned in the prior annual period. The amount of Chesapeake Sourced Revenues applicable for the year 2005 from any particular source, contract or client shall only be the amount of Chesapeake Sourced Revenues actually received by a PDN Indemnified Person in accordance with Widepoint for the year ending December 31, 2005 as calculated above, which exceed the amount of Chesapeake Sourced Revenues actually received by Widepoint for the year ending December 31, 2004, as calculated above, from such source, contract or client. The amount of Chesapeake Assisted Revenues applicable for the year 2005 from such, contract or client shall only be the amount of Chesapeake Assisted Revenues actually received by Widepoint for the year ending December 31, 2004 as calculated above, which exceed the amount of Chesapeake Assisted Revenues actually received by Widepoint for the immediately preceding sentenceyear, as calculated above, from such source, contract or client. Notwithstanding anything to the foregoingcontrary as contained in this Agreement and/or any other agreement entered into pursuant to the provisions of this Agreement, any Losses incurredEscrowed Shares which are not issuable to the Shareholders at the end of the Escrow Release Period shall be transferred and returned to Widepoint (the “Reversion Shares”), paid or borne with the books and records of Widepoint being then adjusted to reflect that such Reversion Shares are no longer issued nor outstanding shares of Widepoint Common Stock and with such Reversion Shares being thereafter available for possible future issuance in whatever manner and time as may be determined by a PDN Indemnified Person majority of the directors of Widepoint. In the event that the revenues actually received by Widepoint for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V maythe three (3) month period ending on September 30, at 2005 equal or exceed Three Million Dollars ($3,000,000) of Chesapeake Sourced Revenues or Six Million Dollars ($6,000,000) of Chesapeake Assisted Revenues or a combination thereof, then the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the amount of such payment Escrow Release Period shall be promptly released extended to Promanthereafter expire on December 31, 2006, with the measures of performance applied as stated above for the years 2004 and 2005 being extended to calendar year 2006.

Escrowed Shares. (a) As security for Proman’s indemnity obligations under this ARTICLE VSubject to Section 1.4 and Article 7, PDN shall withhold the Escrowed Shares from the Merger Share Consideration at the Effective Time. A stock certificate representing the Escrowed Shares shall be delivered issued and outstanding for all purposes and held in escrow by Weatherford until the later to occur of (i) three years after the transfer agent at date of the Effective Time to be held by such transfer agent during filing of the period beginning Company's 1999 Tax returns and (ii) the completion and resolution of any Tax audits involving the Company (the "Termination Date"); provided, however, that if on the Effective Time Termination Date any claims for indemnification for Buyer Losses have not been resolved or paid in full, such Termination Date shall be extended and ending on the first anniversary any or all of the Effective Time and distributed in accordance with Section 5.5(b). Proman shall retain the beneficial ownership and voting rights associated with the Escrowed Shares until may be held in escrow by Weatherford for so long as any of such time as such shares are distributed claims for indemnification for Buyer Losses have not been resolved or paid in full. Any dividends or distributions paid or payable with respect to PDN pursuant to Section 5.5(b). (b) PDN shall have the right to deduct from the Escrowed Shares shall also be deemed to constitute Escrowed Shares and shall be subject to the terms of this Section 1.8. Following one year after the date hereof, if any Losses suffered by PDN Indemnified Persons Shareholder desires to sell any of such Shareholder's Escrowed Shares, Weatherford will release such shares provided that have been finally resolved the Shareholder deposits with Weatxxxxxxx xx the Buyer an aggregate amount in accordance with this Agreement whereby cash equal to the number of Escrowed Shares deducted withdrawn multiplied by PDN equals $36.50 per share. To the quotient of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any of extent the Escrowed Shares remaining after consist of cash, the deduction Buyer or Weatherford can satisfy their rights to receive payments under Section 7.4 by withdrawing cash or shares or any combination thereof. Such cash deposited with Weatxxxxxxx xx the Buyer, including any interest earned thereon, shall be held in escrow and be deemed to constitute Escrowed Shares for Losses suffered by a PDN Indemnified Person in accordance purposes of this Agreement. All cash deposited with Weatxxxxxxx xx the immediately preceding sentenceBuyer shall earn interest at the same interest rate that Weatxxxxxxx xx the Buyer earns on its money investment account. Notwithstanding Subject to the foregoing, any Losses incurred, paid or borne by a PDN Indemnified Person for which such PDN Indemnified Person is entitled to indemnification from Proman under this Article V may, at the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal Weatherford shall deliver to the amount of Shareholders (in such payment shall be promptly released to Promanproportions as the Shareholders received the Weatherford Shares) the Escrowed Shares, if any, remaining on the Termination Date.

Escrowed Shares. (a) As security for Proman’s indemnity obligations under this ARTICLE V, PDN shall withhold the Escrowed Shares from the Merger Share Consideration at the Effective Time. A stock certificate representing the The Escrowed Shares shall be delivered issued in the name of Sellers and shall be issued and outstanding for all purposes, including the right to vote, the transfer agent at the Effective Time to certificates of which shares shall be held in escrow by such transfer agent during National City Bank of Pennsylvania (the period beginning on "Escrow Agent") from the Effective Time and ending Closing until 5:00 p.m., Houston, Texas time, on the first anniversary of the Effective Time and distributed in accordance with Closing Date, as subject to extension pursuant to Section 5.5(b1.5(b) below (the "Escrow Term"). Proman shall retain On the beneficial ownership first Business Day immediately following the expiration of the Escrow Term, the Escrow Agent shall, as directed by Sellers or Sellers' Representative, release from escrow and voting rights associated with deliver to the Sellers the remaining balance of the account, if any, including all Escrowed Shares, any cash and any investments held in escrow by the Escrow Agent relating to dividends or distributions on, or proceeds from the sale of, the Escrowed Shares until and investments or interest earned on such time cash and investments remaining in escrow on such date, less such number of Escrowed Shares and the amount of cash and investments as such shares are distributed to PDN pursuant to provided in Section 5.5(b1.5(b). (b) PDN Notwithstanding anything to the contrary in this Agreement, if on the expiration of the Escrow Term, any claims for indemnification for Buyer Losses remain unresolved, the Escrow Agent may retain in escrow a number of Escrowed Shares, any cash and any investments held in escrow under the Escrow Agreement with an aggregate value equal to or less than the amount of such unresolved claims for indemnification for Buyer Losses for so long as such claims remain unresolved. For purposes of Sections 1.5(b) and 1.5(d), (i) the value of the Escrowed Shares shall be determined by multiplying the number of Escrowed Shares by the Closing Date Value of the Weatherford Shares, and any calculation of the number of the Escrowed Shares shall be rounded up to the nearest whole share, and (ii) the value of all other investments shall be the market value thereof as of the date such value is determined. (c) If the Sellers at any time or from time to time during the Escrow Term desire to sell any of the Escrowed Shares or any of the other investments held in the Escrow Account, they may do so; provided that (i) with respect to any sale of Escrowed Shares, such sale is made pursuant to a transaction registered under the Securities Act or the Sellers have provided to Weatherford an opinion of counsel satisfactory to Weatherford that an exemption from such registration exists; (ii) each sale is in compliance with all applicable securities laws; (iii) the Sellers have delivered in writing irrevocable instructions to the broker, underwriter, purchaser or other Person who will pay the consideration in respect of such sale, with a copy to Weatherford, directing such Person to remit the proceeds from such sale to the Escrow Agent to be held in escrow. Subject to compliance with all applicable securities laws, Sellers may elect to invest the proceeds from any sale of Escrowed Shares only in interest-bearing deposit accounts or short-term U.S. Government Obligations such as Treasury Bills, provided that all securities and proceeds resulting from such transactions shall be held in escrow and shall be subject to this Section 1.5. It is the Sellers' sole responsibility to seek the advice of their own representatives, advisors and legal counsel to determine for themselves the advisability and legality of entering into any such investments. The Sellers agree that neither the Buyer nor Weatherford shall have any liability to the Sellers in connection with any such investments. (d) Whenever any number of Escrowed Shares or amount of cash is to be withdrawn from the escrow by the Buyer pursuant to this Agreement, the Escrow Agent shall (A) first withdraw cash, to the extent thereof, (B) the remaining amount to be withdrawn, if any, shall next be withdrawn from investments other than Escrowed Shares and cash, and such investments shall be promptly liquidated by the Escrow Agent (at the Sellers' direction) to the extent necessary to satisfy the rights of withdrawal of Buyer pursuant to this Agreement, it being understood and agreed that it shall be deemed necessary to liquidate any derivative securities relating to securities of Weatherford, and (c) the remaining amount to be withdrawn, if any, shall be made from Sellers' Escrowed Shares (based on the Closing Date Value). (e) Any dividends or distributions paid or payable with respect to the Escrowed Shares or any other securities or investments held in escrow, cash proceeds resulting from any sale of the Escrowed Shares or any other securities or investments pursuant to paragraph (c) of this Section 1.5 and any interest earned on any of those amounts shall be transferred to Escrow Agent and held in escrow and shall be subject to the terms of this Section 1.5. All cash deposited with the Escrow Agent shall earn interest at applicable rates paid by the Escrow Agent from time to time to its best customers for deposits of similar amount and tenor. (f) Weatherford shall have the right to deduct withdraw Escrowed Shares by way of repurchase for an aggregate purchase price of $1.00, investments (which must be reduced to cash) or cash or any combination of the foregoing from the Escrowed Shares escrow to satisfy any Losses suffered by PDN Indemnified Persons payments required to be made to the Buyer or Weatherford under Article 8; provided, that prior to any such withdrawal, the Buyer or Weatherford shall have been finally resolved in accordance with this Agreement whereby received from the number Seller Representative a certificate stating that the Buyer or Weatherford, as the case may be, is entitled to receive a payment pursuant to Article 8 and stating the dollar amount of Escrowed Shares deducted by PDN equals such payment. If, however, the quotient parties hereto agree that the Buyer or Weatherford is entitled to receive a payment, but disagree as to the amount of such payment, the Sellers agree that the Seller Representative shall deliver such certificate authorizing the withdrawal of the amount of the Losses suffered by PDN as finally resolved divided by the Current Market Value (as hereinafter defined) of PDN Common Stock as of the date such shares are transferred to PDN. On the first anniversary of the Effective Time, PDN shall distribute to Proman the balance of any of the Escrowed Shares remaining after the deduction for Losses suffered by a PDN Indemnified Person not in accordance with the immediately preceding sentencedispute. Notwithstanding the foregoing, any Losses incurred, paid no such certificate shall be required if the Buyer or borne by Weatherford delivers to the Seller Representative a PDN Indemnified Person for which such PDN Indemnified Person copy of a decision of an arbitration body selected and convened in accordance with Section 12.4 stating that the Buyer or Weatherford is entitled to indemnification from Proman under indemnity pursuant to this Article V may, at Agreement and stating the election of Proman, be satisfied, in whole or in part, by Proman in the form of cash, rather than shares of PDN Common Stock, in which event Escrowed Shares having a Current Market Value equal to the dollar amount of such payment shall be promptly released to Promanindemnification.