Common use of Indemnification Claims Clause in Contracts

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. If any Regency Party asserts a claim for payment from HEP in respect of any Damages under Section 11.2 of the Contribution Agreement (i) From time other than pursuant to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined belowSection 11.2(c)), such Regency Party shall deliver a copy of the Buyer may give written notice (required under Section 11.3 of the “Indemnification Notice”) Contribution Agreement to the Indemnifying Sellers and the Escrow Agent. HEP and such Regency Party shall resolve any disagreement relating to such indemnification claim in accordance with the terms of the Contribution Agreement. Within five (5) business days after resolution between HEP and such Regency Party of such indemnification claim, specifying whether by mutual agreement or by litigation, HEP and Regency shall deliver a joint written instruction to the nature Escrow Agent directing the Escrow Agent to liquidate, on behalf of HEP and dollar amountin accordance with the provisions of Section 5 below, such number of a claim Purchase Price Units comprising the Escrow Units as shall be necessary (taking into account any cash or cash equivalent amounts then comprising the Escrow Amount) to satisfy the payment of such indemnification claim. Upon resolution of any disagreement relating to any such indemnification claim for indemnification (by litigation, if HEP does not timely provide such joint instruction, Regency may provide Escrow Agent a “Buyer Indemnification Claim”) that sole written instruction, which shall certify and attach a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) copy of the Purchase Agreement. The Indemnifying Sellers shall have a period final, unappealable judgment of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a noticerelevant court, in the form attached hereto as Exhibit I, to the Buyer and directing the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m.liquidate, Eastern Time, by the expiration on behalf of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, HEP and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined the provisions of Section 5 below), on the Business Day immediately following such number of Purchase Price Units comprising the Escrow Agent’s receipt thereof, Units as shall be necessary (taking into account any cash or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following cash equivalent amounts then comprising the Escrow Agent’s receipt thereof, provided that Amount) to satisfy the Buyer shall simultaneously provide a copy payment of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion indemnification claim. Upon receipt of a Buyer Indemnification Claimsuch joint or sole notice, the Escrow Agent shall promptly release out liquidate the necessary number of Purchase Price Units in accordance with the provisions of Section 5 below and pay the full amount of such Damages to such Regency Party. Regency agrees that it will endeavor to make only one (1) aggregate claim for payment of any and all indemnification claims under Article 11 of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal Contribution Agreement (other than Section 11.2(c)), and in any event will make no more than three (3) such claims for payment (each of which claims for payment will be for any and all resolved indemnification claims up to the portion point of the Buyer Indemnification Claim for which there is no objectionsuch payment). (v) For purposes of this Agreement:

Indemnification Claims. (a) If Akerna or Exchangeco provides to the Shareholder Representative a Claim Notice on or before the Final Release Date and otherwise in accordance with Section 6.3(a) of the Arrangement Agreement, Akerna or Exchangeco, as applicable, shall concurrently provide a copy of the same Claim Notice to the Escrow Agent. (b) If in respect of any Claim Notice that has been received by the Escrow Agent on or before 5:00 p.m. (Eastern Standard Time) on the Final Release Date, then the Escrow Agent shall hold the portion of the Deposited Shares that are subject to such Claim Notice until the Escrow Agent receives either (i) From time Joint Instructions authorizing the release to time before 5:00 p.m.Akerna and/or Exchangeco of all or any portion of the Deposited Shares that are subject to such Claim Notice, Eastern Time, on or (ii) a Final Order directing the last release to Akerna and/or Exchangeco of all or any portion of the portion of the Deposited Shares that are subject to such Claim Notice. Within five (5) Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and Days after the Escrow Agent’s receipt of such Joint Instructions or Final Order, specifying as the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodcase may be, the Escrow Agent shall release from escrow the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount portion of the Buyer Indemnification Claim Deposited Shares required to be released in the applicable Indemnification Notice. The Escrow Agent shall not inquire into accordance with such Joint Instructions or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementFinal Order. (iiic) If On the Final Release Date, the Shareholder Representative and Akerna shall jointly provide a Rejection Notice is given with respect certificate to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) setting forth the aggregate amount of all Unresolved Claims as of the Final Release Date based on all Claim Notices submitted in accordance with a Joint Written Instruction this Agreement and the Arrangement Agreement prior to the Final Release Date. (as defined below)d) Following the Final Release Date, on the within five (5) Business Day immediately following Days after the Escrow Agent’s receipt thereofof Joint Instructions or Final Order, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from either case, containing the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy final determination of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification ClaimUnresolved Claims, the Escrow Agent shall promptly release out of the Escrow Fund (i) first, distribute from the Escrow Account by wire transfer Deposited Shares to an account designated by the Buyer Akerna and/or Exchangeco an amount equal to the lesser of (A) such portion of the Buyer Indemnification Deposited Shares to be released to Akerna and/or Exchangeco pursuant to such Joint Instructions or Final Order, as the case may be, and (B) the portion of the Deposited Shares remaining in escrow pursuant to this Agreement and available to satisfy such Claim for which there is no objectionat such time, and (ii) second, after distributing any Deposited Shares pursuant to Section 8(d)(i), distribute from the Deposited Shares to the Ample Shareholders the remaining amount of any Deposited Shares then held by the Escrow Agent. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time Upon receipt by the Stockholders’ Agent on or before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date of a certificate signed by any officer of Acquiror (as defined below)an “Officer’s Certificate”) stating that Damages exist with respect to the indemnification obligations of the Indemnifying Parties set forth in Section 9.2, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the Buyer may give notice (date each such item was paid, or properly accrued or arose, and the “Indemnification Notice”) nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related, Acquiror shall, subject to the Indemnifying Sellers and provisions of this Section 9, be entitled to receive from the Escrow Agent, specifying Fund a portion of the nature Escrow Amount having a value equal to such Damages and dollar amount, of a claim relating such amount shall no longer be payable to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. Indemnifying Parties. (b) The Indemnifying Sellers Stockholders’ Agent shall have a period of sixty thirty (6030) days (the “Sellers Reviewing Period”) from and after delivery of any Officer’s Certificate to deliver to Acquiror a response, in which the Stockholders’ Agent shall: (i) agree that Acquiror is entitled to review receive all of the Indemnification Notice provided requested Damages (in which case the response shall be accompanied by written notice executed by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a noticeStockholders’ Agent instructing, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodif applicable, the Escrow Agent to disburse the requested Damages to Acquiror) or (ii) dispute that Acquiror is entitled to receive the requested Damages. Acquiror shall release from provide the Stockholders’ Agent with reasonable access to information in order for it to evaluate, dispute or agree to any claim for indemnification. With respect to claims for indemnification purportedly made under Section 9.2(a)(xii) or 9.2(a)(xiii), the Stockholders’ Agent’s agreement pursuant to clause (i) above shall not be unreasonably denied, conditioned or delayed. (c) If the Stockholders’ Agent disputes any claim or claims made in any Officer’s Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Stockholders’ Agent. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholders’ Agent and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders’ Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by Acquiror and the Stockholders’ Agent and shall be delivered to the Escrow Account by wire transfer to an account or accounts designated by the BuyerAgent, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Noticeif applicable. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with be entitled to rely on any such memorandum for the requirements release of the Purchase Agreement. (iii) If a Rejection Notice is given with respect any Escrow Amount to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) Acquiror in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following terms of such memorandum and the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersAgreement. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time If a Parent Indemnified Party wishes to time before 5:00 p.m.make a claim for indemnification pursuant to Section 10 of the Merger Agreement, Eastern TimeParent, on the last Business Day immediately preceding the Release Date (as defined below)behalf of such Parent Indemnified Party, the Buyer may give shall promptly deliver a notice (the a “Indemnification Claim Notice”) to the Indemnifying Sellers Stockholders’ Agent and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Claim Notice shall have a period of sixty state (60i) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice any indemnification asserted to be owed under Section 10 of the Buyer shall be deemed conclusive for purposes of this Merger Agreement, (ii) the number of Escrow Shares necessary to satisfy the indemnification amount owed, (iii) a statement of the facts giving rise to such claim for indemnification, and the specific representations, warranties or covenants, if any, alleged to have been breached, and (iv) that a claim for such indemnification has been made in accordance with the terms of the Merger Agreement (including, but not limited to, Section 10 thereof). (b) Subject to Section 5(c), on the Business Day immediately thirtieth (30th) day following expiration receipt by the Escrow Agent of the Rejection Claim Notice Period(or if such day is not a business day, then on the next successive business day), the Escrow Agent shall release the number of Escrow Shares described in the Claim Notice to Parent from the Escrow Account, less the amount, if any, described in a Dispute Notice (as defined below). If the Escrow Account by wire transfer contains both Escrow Shares and cash, any such payment shall be made to an account or accounts designated by Parent in Escrow Shares and cash, such that the Buyerratio of cash paid to Escrow Shares released is equal to the ratio of cash to Escrow Shares in the Escrow Account as of the date of such payment. For purposes of distributing the Escrow Account pursuant to the terms hereof, the dollar amount Escrow Shares shall be valued at the Parent Share Price. (c) During the thirty (30) days following the Escrow Agent’s receipt of the Buyer Indemnification Claim Notice, the Stockholders’ Agent may deliver a written notice to the Escrow Agent and Parent disputing any or all of the claims made in the applicable Indemnification Claim Notice (a “Dispute Notice”), which such Dispute Notice shall state with reasonable specificity the nature of the dispute and the portion of the claim stated in the Claim Notice that is the subject of such dispute (such amount, the “Disputed Amount”). The Escrow Agent shall not inquire into distribute the Disputed Amount until (i) the Escrow Agent receives a certified copy of a final non-appealable judgment issued by a court of competent jurisdiction, ordering the distribution of all or consider whether a Buyer Indemnification Claim complies with the requirements portion of the Purchase AgreementDisputed Amount, or (ii) directed to do so pursuant to written instructions executed by Parent and the Stockholders’ Agent. The rights of the Escrow Agent under this Section 5(c) are cumulative of all other rights it may have by law or otherwise. Any claim by Parent disputed by the Stockholders’ Agent pursuant to this Section 5(c), or any claim by Parent which the Escrow Agent has refused to comply with or take any action in connection with in accordance with this Section 5(c), shall be referred to herein as a “Disputed Claim.” The Escrow Agent shall not be liable in any way or to any Person for its failure or refusal to release such Disputed Amount. (iiid) If Promptly following resolution of all or any portion of a Rejection Notice is given with respect Disputed Claim in favor of the former Merger Securityholders, Parent shall provide written notice to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect that such Disputed Claim or portion thereof has been discharged, and to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following extent any amounts are being withheld from being disbursed to the Exchange Agent pursuant to the last sentence of Section 4 by the Escrow Agent’s receipt thereof, or (2) Agent in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction Disputed Claim, such amount shall promptly be released to the Indemnifying SellersExchange Agent. (ive) If any Rejection Notice includes an objection The Parties agree that Parent shall have the right to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from make claims against the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion on behalf of itself and any of the Buyer Indemnification Claim for which there is no objectionother Parent Indemnified Parties until the twelve (12) month anniversary of the Closing Date (the “Claims Deadline”). (v) For purposes of this Agreement:

Indemnification Claims. (a) The Stockholders and IPL agree that in the event and to the extent that any Stockholder has any liability or obligation to provide indemnification or contribution (collectively, "Indemnification") for any losses of IPL, its successors or assigns (each an "Indemnified Person") pursuant to the terms of the Merger Agreement: (i) From time the claims of an Indemnified Person in respect of such Stockholder shall be limited to time before 5:00 p.m.the Deposited Shares and the Escrow Account in respect of such Stockholder and no Indemnified Person shall have any other right, Eastern Time, on claim or recourse to such Stockholder or the last Business Day immediately preceding the Release Date assets of such Stockholder; (as defined below), the Buyer may give notice (the “Indemnification Notice”ii) to the Indemnifying Sellers extent that such losses arise from any obligation for which such Stockholders are jointly and severally liable under the Merger Agreement, and in respect of which an Indemnified Person is entitled to Indemnification under the Merger Agreement, the right of the Indemnified Person to receive such Indemnification in respect of any particular Stockholder regarding any such loss and to assert any claim against the Deposited Shares and the Escrow Account attributable to such Stockholder hereunder, shall be limited to an amount determined by multiplying: (A) the amount of such loss for which such Indemnification is required to be provided under the Merger Agreement; by (B) the Stockholder Percentage of such Stockholder; and (iii) to the extent that such losses arise from any obligation for which such Stockholders are not jointly or severally liable under the Merger Agreement, and in respect of which an Indemnified Person is entitled to Indemnification under the Merger Agreement, the right of an Indemnified Person to receive such Indemnification in respect of any particular Stockholder regarding any such loss and to assert any claim against the Deposited Shares and the Escrow Account attributable to such Stockholder hereunder, shall be limited solely to the Deposited Shares and the Escrow Account attributable to the particular Stockholder having an Indemnification obligation in respect of such loss and no Indemnified Person shall have recourse to, or have any right to make any claim against, receive any payment from, or receive all or any portion of the Deposited Shares or the Escrow Account attributable to, any other Stockholder or any other assets of any Stockholder. (b) In the event that an Indemnified Person believes that it is entitled to the payment of money for Indemnification from a Stockholder pursuant to the provisions of Article X of the Merger Agreement, such Indemnified Person shall proceed to assert any such claim (an "Indemnification Claim") in the manner set forth in the Merger Agreement. (c) The Escrow Agent shall not disburse any amount with respect to any claim for Indemnification made by any Indemnified Person until directed to make a payment pursuant to either: (i) a written instruction signed by the Stockholder against which such claim is asserted (the "Subject Stockholder") and the Indemnified Person (it being understood and agreed that, in the event that a Stockholder agrees in writing, or it is determined by a final, binding non-appealable order or judgment of a court of competent jurisdiction, that he is obligated to provide a specified amount as Indemnification to an Indemnified Person pursuant to the terms of Article X of the Merger Agreement, then such Stockholder shall also provide the notice contemplated herein); or (ii) a certificate signed by the Stockholders and IPL stating that the claim has been resolved pursuant to a final, binding non-appealable order or judgment of a court of competent jurisdiction. (d) In the event that the Escrow Agent is required to make any payment in respect of a Subject Stockholder to any Indemnified Person pursuant to the terms of Section 5(c) above, then such payment shall be made by the Escrow Agent subject to and in accordance with the following procedure: (i) the Escrow Agent shall make such payment on the fifth (5th) Business Day (provided that in the event of a Cash Substitution or Stock Substitution during such period with respect to which a Section 3 Objection or Section 4 Objection is given, then the date will be the fifth day following the date such objection is resolved or as soon as thereafter practicable pursuant to Section 11 hereof) following the occurrence of the first to occur of the events contemplated in Section 5(c)(i) or (ii), (the "Payment Date"); (ii) during the four (4) Business Days prior to the Payment Date the Subject Stockholder may, at its option, engage in a Cash Substitution or Stock Substitution by giving a Cash Substitution Notice or a Stock Substitution Notice pursuant to Section 3 or 4 hereof and the Payment Date will be appropriately extended to the minimum extent necessary to permit such Cash Substitution or Stock Substitution to occur; (iii) the Subject Stockholder may, at its option by written notice to the Escrow Agent, specifying who shall deliver a copy to the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(jno later than one Business Day after receipt thereof, given not less than four (4) Business Days prior to the Payment Date, elect to have any amount to be paid hereunder, paid in either cash from the Escrow Account, Deposited Shares, or a combination thereof (provided that in the event of the Purchase Agreement. The Indemnifying Sellers shall have a period failure of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing to receive any such Buyer Indemnification Claim (a “Rejection Notice”) notice prior to 5:00 p.m.the fifth day preceding the Payment Date, Eastern Timesuch payment will be made first in cash from the Escrow Account and then from the Deposited Shares); (iv) for the purpose of making any payment in Deposited Shares, by the expiration same shall be valued at Market Value determined as of the period ending close of business on the fifteenth fourth day preceding the Payment Date; and (15thv) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodexecuting funds transfers, the Escrow Agent shall release from the Escrow Account by wire transfer to an will rely upon account numbers or accounts designated by the Buyerother identifying numbers of a Stockholder or Indemnified Person or its bank, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Noticerather than names. The Escrow Agent shall not inquire into be liable for any loss, liability or consider whether expense resulting from any error made by a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment Stockholder or Indemnified Person with respect to an applicable Indemnification Notice only (1) account number or other identifying number provided it has accurately followed written instructions from the Stockholder or Indemnified Person in accordance with the disbursement provisions set forth above. The Escrow Agent will confirm the instructions set forth in such written instructions with the authorized individuals making such request at the authorized telephone numbers appearing above each such individual's name. The Escrow Agent will verify by telephone all payment orders unless they call for a Joint Written Instruction transfer to a pre-identified account. (as defined belowe) Notwithstanding anything to the contrary contained herein, the Stockholders and IPL will not take any action pursuant to this Agreement which would constitute or result in any assignment of a Federal Communications Commission ("FCC") license or any change of control of any FCC licensee, whether de facto or de jure, if such assignment of license or change of control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval of the FCC. The parties hereto hereby agree that voting rights in the Deposited Shares transferred to IPL hereunder will remain in each Stockholder unless any required approval of the FCC shall be obtained to the transfer of voting rights. The Stockholders hereby agree to take such action as IPL may reasonably request in order to complete any transfer of Deposited Shares contemplated hereby, including specifically, at IPL's cost and expense, the use of each Stockholders reasonable efforts to assist in obtaining the approval of the FCC for any action or transaction contemplated hereby which is then required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC the assignor's or transferor's portion of any application or applications for consent to the assignment of license or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of (a) any sale or sales of Deposited Shares by or on the Business Day immediately following behalf of the Escrow Agent’s receipt thereofAgent pursuant hereto, or (2b) any assumption by IPL of voting rights or management rights in the Deposited Shares effected in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersherewith. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date If a Parent Indemnified Party (as defined below)in the Merger Agreement) wishes to make a claim for indemnification pursuant to Section 10 of the Merger Agreement, the Buyer may give Parent, on behalf of such Parent Indemnified Party, shall promptly deliver a notice (the a “Indemnification Claim Notice”) to the Indemnifying Sellers Stockholders’ Agent and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Claim Notice shall have a period of sixty state (60i) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice any indemnification asserted to be owed under Section 10 of the Buyer shall be deemed conclusive for purposes of this Merger Agreement, (ii) the number of Escrow Shares necessary to satisfy the indemnification amount owed, (iii) a statement of the facts giving rise to such claim for indemnification, and the specific representations, warranties or covenants, if any, alleged to have been breached, and (iv) that a claim for such indemnification has been made in accordance with the terms of the Merger Agreement (including, but not limited to, Section 10 thereof). (b) On the sixteenth (16th) day following receipt by the Escrow Agent of the Claim Notice (or if such day is not a business day, then on the Business Day immediately following expiration of the Rejection Notice Periodnext successive business day), the Escrow Agent shall release the number of Escrow Shares described in the Claim Notice to Parent from the Escrow Account, less the amount, if any, described in a Dispute Notice (as defined below). If the Escrow Account by wire transfer contains both Escrow Shares and cash, any such payment shall be made to an account or accounts designated by Parent in Escrow Shares and cash, such that the Buyerratio of cash paid to Escrow Shares released is equal to the ratio of cash to Escrow Shares in the Escrow Account as of the date of such payment. For purposes of distributing the Escrow Account pursuant to the terms hereof, the dollar amount Escrow Shares shall be valued at the Parent Share Price (as defined in the Merger Agreement). (c) During the fifteen (15) days following the Escrow Agent’s receipt of the Buyer Indemnification Claim Notice, the Stockholders’ Agent may deliver a written notice, if any, to the Escrow Agent and Parent disputing a claim made in the applicable Indemnification Claim Notice (a “Dispute Notice”), which such Dispute Notice shall state with reasonable specificity the nature of the dispute and the portion of the claim stated in the Claim Notice that is the subject of such dispute (such amount, the “Disputed Amount”). The Escrow Agent shall not inquire into distribute the Disputed Amount until (i) the Escrow Agent receives a certified copy of a final non-appealable judgment issued by a court of competent jurisdiction, ordering the distribution of all or consider whether a Buyer Indemnification Claim complies with the requirements portion of the Purchase AgreementDisputed Amount, or (ii) directed to do so pursuant to written instructions executed by Parent and the Stockholder’s Agent. The rights of the Escrow Agent under this Section 6(c) are cumulative of all other rights it may have by law or otherwise. Any claim by Parent disputed by the Stockholders’ Agent pursuant to this Section 6(c), or any claim by Parent which the Escrow Agent has refused to comply with or take any action in connection with in accordance with this Section 6(c), shall be referred to herein as a “Disputed Claim.” The Escrow Agent shall not be liable in any way or to any Person for its failure or refusal to release such Disputed Amount. (iiid) If Promptly following resolution of all or any portion of a Rejection Notice is given with respect Disputed Claim in favor of the former Merger Stockholders (as defined in the Merger Agreement), Parent shall provide written notice to a Buyer Indemnification Claim, then the Escrow Agent that such Disputed Claim or portion thereof has been discharged, and to the extent any amounts are being withheld from being disbursed to the Exchange Agent pursuant to the last sentence of Section 4 by the Escrow Agent in respect of such Disputed Claim, shall promptly be released to the Exchange Agent. (e) The Parties agree that Parent shall have the right to make payment with respect to an applicable Indemnification Notice only claims against the Escrow Account on behalf of itself and any of the other Parent Indemnified Parties until the eighteen (118) in accordance with a Joint Written Instruction month anniversary of the Closing Date (as defined belowin the Merger Agreement) (the “Claims Deadline”), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time If an Indemnified Party wishes to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below)assert an indemnification claim against any Indemnifying Party in accordance with this ARTICLE VII, the Buyer may give Indemnified Party shall, prior to the expiration of the survival period applicable to the representation, warranty, covenant or agreement that is the basis of such claim pursuant to Section 7.4, deliver a written notice (the a “Indemnification Claim Notice”) to Purchaser or the Indemnifying Sellers Seller Parties, as applicable, in accordance with Section 9.1, setting forth: (i) the specific representation, warranty, covenant or agreement alleged to have been breached or other provision giving rise to indemnification; (ii) a description of the facts and circumstances then known by the Indemnified Party giving rise to the alleged breach of such representation, warranty, covenant or agreement or other right to indemnification; and (iii) a description of, and a reasonable estimate of the total amount of, the indemnifiable Damages actually incurred or expected to be incurred by the Indemnified Party as a result of such alleged breach or a statement that the amount of Damages is not yet determinable. (b) Recovery by Purchaser Indemnified Parties for indemnifiable Damages to which such Purchaser Indemnified Parties are owed pursuant to the terms of this Agreement and the Escrow AgentAgreement shall be paid: (i) First, specifying if any Holdback Escrow Funds remain, Purchaser and Seller shall deliver written instructions in accordance with the nature Escrow Agreement to the Escrow Agent instructing the Escrow Agent to deliver to Purchaser an amount equal to the amount of such Damages (not to exceed the then remaining Holdback Escrow Funds); and (ii) Thereafter, once the balance of the Holdback Escrow Funds has been reduced to zero, the Seller Parties shall be jointly and dollar amount, severally liable for the payment of a claim relating to any remaining amount of such claim for indemnification Damages to Purchaser Indemnitees, within five (a “Buyer Indemnification Claim”5) that a Buyer Business Days. (c) Purchaser shall have the right, but not the obligation: (i) to offset Damages payable to Seller Indemnified Person has made Parties, if any, under this ARTICLE VII against an Indemnifying the amount of any obligation owed by Seller to Purchaser under the Non-Solicitation Agreement or for which Purchaser is entitled under Section 8.1(j2.6(c) of (to the Purchase Agreement. The Indemnifying Sellers shall have extent such amount has not otherwise reduced an Initial Payment or Additional Payment) on a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimdollar for dollar basis. (ii) If to offset against and reduce any Initial Payment or Additional Payment on a dollar for dollar basis otherwise payable to Seller pursuant to Section 2.6(a)(ii) of this Agreement until such time as the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of all outstanding indemnifiable Damages owed to Purchaser Indemnified Parties pursuant to this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer Agreement has been reduced to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementzero. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time To recover Damages under the indemnification obligations of the Effective Time Holders set forth in Section 9.1, an Acquiror Indemnified Person must deliver to time the Securityholders’ Agent on or before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release applicable Expiration Date a certificate signed by an officer of Acquiror (as defined below), the Buyer may give notice (the an “Indemnification NoticeOfficer’s Certificate”) stating that Damages exist with respect to the Indemnifying Sellers indemnification obligations of the Effective Time Holders set forth in Section 9.1, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. misrepresentation, breach of warranty, covenant or claim to which such item is related. (b) The Indemnifying Sellers Securityholders’ Agent shall have a period of sixty thirty (6030) days (the “Sellers Reviewing Period”) from and after delivery of any Officer’s Certificate to deliver to Acquiror a response, in which the Securityholders’ Agent shall: (i) agree that Acquiror is entitled to review receive all of the Indemnification Notice provided requested Damages (in which case the response shall be accompanied by written notice executed by the Buyer and Securityholders’ Agent instructing the Escrow Agent to request reasonable additional information from disburse the Buyer regarding requested Damages to Acquiror) or (ii) dispute that Acquiror is entitled to receive any or all of the Buyer Indemnification Claimrequested Damages. (iic) If the Indemnifying Sellers do Securityholders’ Agent does not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by response before the expiration of the thirty (30) day period ending on the fifteenth (15threferred to in Section 9.2(b) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth disputing any claim or claims made in the applicable Indemnification Notice of Officer’s Certificate, Acquiror shall, subject to the Buyer shall be deemed conclusive for purposes provisions of this AgreementSection 9, and on the Business Day immediately following expiration of the Rejection Notice Periodbe entitled to recover such Damages and, if the Escrow Agent shall release Account has not yet been released, receive from the Escrow Account by wire transfer a portion of such Escrow Account having a value equal to an account or accounts designated by such Damages and such amount shall no longer be payable to the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementEffective Time Holders. (iiid) If the Securityholders’ Agent disputes any claim or claims made in any Officer’s Certificate, Acquiror shall have thirty (30) days to respond in a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction written statement to the Indemnifying Sellers. objection of the Securityholders’ Agent. If after such thirty (iv30) If day period there remains a dispute as to any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claimclaims, the Escrow Securityholders’ Agent and Acquiror shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:attempt in good faith for

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, During the period beginning on the last Business Day immediately preceding Closing Date and ending with the Release Date close of business on March 15, 1999 (the "Escrow Termination Date"), Purchaser shall be entitled to submit one or more Indemnification Claims (as defined below), in Section 10.4 of the Buyer may give notice (the “Indemnification Notice”Purchase Agreements) to the Indemnifying Sellers and the Escrow Agent, specifying in addition to and at approximately the nature and dollar amount, of a claim relating same time as such Indemnification Claim is submitted to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under pursuant to Section 8.1(j) 10.5 of the Purchase Agreement. The Indemnifying Sellers Indemnification Claims shall have a period of sixty (60) days (be in substantially the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the same form attached hereto as Exhibit I, to the Buyer and C hereto. Unless the Escrow Agent disputing such Buyer Indemnification Claim receives a written objection from Seller within fifteen (a “Rejection Notice”15) prior to 5:00 p.m., Eastern Time, days following receipt by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to of an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out disburse funds to the Indemnified Party identified on the Indemnification Claim in the amount set forth on the Indemnification Claim; provided, however, in no event shall the Escrow Agent disburse under this Section 4(A) amounts with respect to Indemnification Claims received by it after the Escrow Termination Date. Amounts disbursed hereunder in payment of Indemnification Claims shall be deemed disbursed in satisfaction of claims in the order in which they are finally resolved. If the Escrow Agent receives within the fifteen (15) day period described above a written objection from Seller to the payment of an Indemnification Claim, which claim would otherwise be properly payable by the Escrow Agent, the Escrow Agent shall not distribute the amount of the Indemnification Claim, but rather shall earmark a portion of the Escrow Fund from Deposit as a claims reserve, the amount of which shall be the amount that would have been distributable to the Indemnified Party but for the objection by Seller (the "Claims Reserve"). Thereafter, the Escrow Account by wire transfer Agent shall continue to an account designated by hold the Buyer an amount equal to the portion Claims Reserve pending resolution of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:matters objected to

Indemnification Claims. (a) Promptly after receipt by an indemnified party of notice of any claim, liability or expense to which the indemnification obligations hereunder would apply, the indemnified party shall give notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that the indemnifying party shall have been actually and materially prejudiced as a result of the failure or delay in giving such notice. Such notice shall state in reasonable detail the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (b) With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) From time written notice to time before 5:00 p.m.the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, Eastern Timeliability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties’ obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the last Business Day immediately preceding indemnified party shall at all times have the Release Date right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable fees, costs and expenses of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (as defined belowwith counsel selected by the indemnified party), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty the right to compromise or settle (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the Buyer indemnifying party, then the indemnified party shall make available all information and to assistance that the indemnifying party may reasonably request reasonable additional information from and shall cooperate with the Buyer regarding the Buyer Indemnification Claimindemnifying party in such defense. (iic) If With respect to non-third party claims, if within twenty (20) days after receiving the Indemnifying Sellers do notice described in clause (a) above the indemnifying party does not deliver a notice, in the form attached hereto as Exhibit I, give written notice to the Buyer and indemnified party that it contests such indemnity, the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim indemnity payable for such claim shall be as set forth in the applicable Indemnification Notice indemnified party’s notice. If the indemnifying party provides written notice to the indemnified party within such 20-day period that it contests such indemnity, the parties shall attempt in good faith to reach an agreement with regard thereto within thirty (30) days of delivery of the Buyer shall be deemed conclusive for purposes of this Agreement, and on indemnifying party’s notice. If the Business Day immediately following expiration of the Rejection Notice Periodparties cannot reach agreement within such 30-day period, the Escrow Agent shall release from the Escrow Account matter may be submitted by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) either party for binding arbitration in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy provisions of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersSection 12.8 hereof. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time A Claim to time before 5:00 p.m., Eastern Time, be paid from the Escrow Shares pursuant to Article IX of the Merger Agreement may be made only if the Committee delivers to the Stockholders’ Representative (with a copy to the Escrow Agent) on or prior to the last Business Day immediately preceding expiration of the Release Date Secondary Escrow Period (as defined belowin Section 3(b)) a Claim Notice satisfying the requirements of the Merger Agreement (the amount of any Damages set forth in any such Claim Notice, the Buyer may give notice (the “Indemnification Amount”). If, within 30 days following receipt by the Stockholders’ Representative of a Claim Notice, the Stockholders’ Representative gives notice (a “Counter Notice”) to the Indemnifying Sellers and Committee (with a copy to the Escrow Agent, specifying ) disputing the nature and dollar amount, of a claim relating applicable Delaware Indemnified Party’s entitlement to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, with respect to the Buyer and Claim set forth in a Claim Notice or disputing the Escrow Agent disputing estimate set forth in such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration Notice of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Damages for which the Delaware Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement, the applicable Delaware Indemnified Party’s entitlement to indemnification with respect to the Claim and the dollar amount of the Damages for which the Delaware Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement shall be resolved as provided in Section 2(c). (b) If no Counter Notice is received by the Escrow Agent within such 30 day period then the Indemnification Claim set forth Amount claimed in the applicable Indemnification Claim Notice of the Buyer shall be deemed conclusive established for purposes of this Agreement, and on and, at the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy end of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim30 day period, the Escrow Agent shall promptly release out (but in any event within three Business Days) deliver to the Company Escrow Shares with an aggregate Market Value (as defined below) equal to the unsatisfied Indemnification Amount, with the Market Value of such Escrow Shares to be determined as of the date of delivery of any Escrow Shares to the Company. The Committee will instruct the Escrow Agent in writing as to the number of Escrow Shares to be delivered to the Company pursuant to this Agreement, and will concurrently deliver a copy of such written instruction to the Stockholders’ Representative. Any Escrow Shares so delivered to the Company pursuant to this Section 2(b) shall be disbursed from the Escrow Shares of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. Participants proportionally in accordance with their respective Pro Rata Percentages (v) as defined below). For purposes of this Agreement:, (i) “Market Value” of a share of Common Stock as of any date of determination shall be the average of the daily closing prices of a share of the Common Stock as quoted on NASDAQ during the ten consecutive trading days ending on the last trading day immediately preceding such date of determination and (ii) each Escrow Participant’s “Pro Rata Percentage” shall be equal to [a] the number of shares of APP Stock held by such Escrow Participant, divided by [b] the total number of shares of APP Stock held by all Escrow Participants, rounding to the nearest one one-thousandth (rounding upward in the case of any ..

Indemnification Claims. If any of the Escrow Beneficiaries determines to make any claim for indemnification pursuant to §8.03 of the Merger Agreement (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined belowan “Indemnification Claim”), then such Escrow Beneficiary (the Buyer may give “Indemnification Claimant”) shall notify the Escrow Agent and the Members in writing of the Indemnification Claim, describing in such notice (the an “Indemnification Notice”) the nature of the Indemnification Claim, the representations, warranties and/or agreements with respect to which the Indemnification Claim is made, the specific facts giving rise to an alleged basis for the Indemnification Claim and the amount thereof if then ascertainable or, if not ascertainable, a reasonable estimate of the maximum amount thereof, and shall deliver to the Indemnifying Sellers and Members copies of any documentation of which the Indemnification Claimant is aware with respect to the Indemnification Claim. On the thirtieth (30th) calendar day (the “Indemnification Distribution Date”) following the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) ’s receipt of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release distribute to the Indemnification Claimant from the Escrow Account by wire transfer to an account or accounts designated Assets the amount requested by the BuyerIndemnification Claimant in the Indemnification Notice unless, prior to the Indemnification Distribution Date, the dollar amount Majority Members deliver to both the Escrow Agent and the Indemnification Claimant a written notice (a “Dispute Notice”) disputing the Indemnification Claimant’s right to all or part of the Buyer Indemnification Claim amount set forth in the applicable Indemnification Notice. The If, prior to the Indemnification Distribution Date, the Escrow Agent shall not inquire into or consider whether receives a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification ClaimDispute Notice, then the Escrow Agent shall make payment with respect pay to an applicable the Indemnification Notice only Claimant the undisputed portion of the Indemnification Claim (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined belowif any) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a disputed portion of a Buyer the Indemnification Claim shall thereafter be considered an “Open Indemnification Claim, ” and the Escrow Agent shall promptly release out maintain such portion of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount Assets as is equal to the portion amount of the Buyer Open Indemnification Claim for which there is no objectionas reserve assets (the “Indemnification Claim Reserve Assets”). Thereafter, the Indemnification Claim Reserve Assets shall be distributed by the Escrow Agent from escrow hereunder to the Indemnification Claimant only in accordance with joint written instructions by the Indemnification Claimant and the Majority Members or pursuant to a final non-appealable order issued by a court of competent jurisdiction. The Indemnification Claim Reserve Assets shall not be distributed by the Escrow Agent except in the manner set forth in the preceding sentence. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any A claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has under this Section 9 shall be made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Acquiror by delivering to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m.Securityholders’ Agent, Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following or before the end of the Sellers Reviewing Period applicable survival period for a particular claim as set forth in this Section 9, a certificate signed by any officer of Acquiror (an “Officer’s Certificate”) stating that Damages exist with respect to the “Rejection Notice Period”)indemnification obligations of the Effective Time Holders, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. The amount of the Damages claimed in the Officer’s Certificate shall not be released from escrow to the Effective Time Holders until resolved pursuant to the terms hereof. (b) If the Securityholders’ Agent does not contest, by written notice to Acquiror, the Damages claimed by Acquiror in any Officer’s Certificate within thirty (30) Business Days after any such Officer’s Certificate is received by the Securityholders’ Agent, then the dollar Securityholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Acquiror Indemnified Persons of the full amount of the Buyer Indemnification Claim set forth Losses specified in the applicable Indemnification Notice Officer’s Certificate, including the forfeiture of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release such amount from the Escrow Account by wire transfer Consideration (subject to an account or accounts designated by the Buyerterms and conditions in this Section 9) having a value sufficient to satisfy such Damages and, without further notice, to have stipulated to the dollar entry of a final judgment for the Damages against the Securityholders’ Agent for such amount of in any court having jurisdiction over the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementmatter where venue is proper. (iiic) If the Securityholders’ Agent disputes any claim or claims made in any Officer’s Certificate by providing written notice thereof to Acquiror, within thirty (30) Business Days of receiving the Officer’s Certificate, specifying in reasonable detail the individual items in dispute and the nature of the dispute, Acquiror shall have thirty (30) Business Days to respond in a Rejection Notice is given written statement to the objection of the Securityholders’ Agent. If after such thirty (30) Business Days period there remains a dispute as to any claims, the Securityholders’ Agent and Acquiror shall attempt in good faith for an additional thirty (30) Business Days to agree upon the rights of the respective parties with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy each of such Certificated Final Order claims. If the Securityholders’ Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by Acquiror and the accompanying instruction to the Indemnifying SellersSecurityholders’ Agent. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time on or before 5:00 p.m.March 31, Eastern Time2006, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer Parent may give notice (the “Indemnification a "Claim Notice”") to the Indemnifying Sellers Shareholders' Representative and the Escrow Agent, Agent specifying in reasonable detail the nature and dollar amount, amount of any claim (a "Claim") for Damages it may have under Article 12 or Article 13 of the Merger Agreement. Upon receipt of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against Claim Notice, Shareholders' Representative shall promptly send an Indemnifying Seller under Section 8.1(j) acknowledgement of the Purchase Agreementsame to Escrow Agent and Parent. The Indemnifying Sellers shall have a period of sixty If Escrow Agent has not received an acknowledgment from Shareholders' Representative within five (605) days (after Escrow Agent's receipt of the “Sellers Reviewing Period”) in which Claim Notice, Escrow Agent shall send a copy of the same to review the Indemnification Notice provided by the Buyer Shareholders' Representative. If Shareholders' Representative gives notice to Parent and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification any Claim (a “Rejection "Counter Notice”") prior to 5:00 p.m., Eastern Time, within twenty (20) Business Days following receipt by the expiration Escrow Agent of the period ending on the fifteenth Claim Notice regarding such Claim, such Claim shall be resolved as provided in Section 5(b) below. If no Counter Notice is received by Escrow Agent within such twenty (15th20) Business Day following period or if the end Counter Notice applies only to a portion of the Sellers Reviewing Period (the “Rejection Notice Period”)Claim Notice, then the dollar amount of the Buyer Indemnification Claim damages claimed by Parent as set forth in its Claim Notice, to the applicable Indemnification Notice of the Buyer extent undisputed, shall be deemed conclusive established for purposes of this AgreementEscrow Agreement and the Merger Agreement and, and on at the end of such twenty (20) Business Day immediately following expiration of the Rejection Notice Periodperiod, the Escrow Agent shall release from pay to the Escrow Account by wire transfer to an account or accounts designated by the Buyer, Parent the dollar amount of the Buyer Indemnification Claim claimed in the applicable Indemnification NoticeClaim Notice (or such undisputed portion thereof) from (and only to the extent of) the Escrow Fund. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Merger Agreement. (iiib) If a Rejection Counter Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification the disputed portion of the Claim as set forth in the Counter Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, i) joint written instructions of Parent and Shareholders' Representative or (2ii) in accordance with a Certificated Final final non-appealable Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, court of competent jurisdiction in any dispute over indemnification under Articles 12 or 13 of the Merger Agreement. Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionact on such Order without further question. (v) For purposes of this Agreement:

Indemnification Claims. If, in accordance with the provisions of Section 12.3(a)-(b), prior to the date scheduled for payment of the First Booking Earnout or any Subsequent Booking Earnout (but in no event later than the third anniversary of the Effective Time of the First Merger), Acquiror delivers a Notice of Claim (as defined in Article 12 and as limited by Section 12.3) to the Representative specifying that any earned but unpaid First Booking Earnout or Subsequent Booking Earnout is necessary to satisfy a Claim (as defined in Article 12 and as limited by Section 12.3) for Damages (as defined in Article 12) for which Acquiror may seek indemnification pursuant to Section 12.3(a)-(b) and such Claim remains unresolved, unsatisfied or disputed as of the date scheduled for payment of the earnout, then Acquiror shall (subject to the limitations of Section 12.3(a)-(b)) retain possession and custody of that amount of First Booking Stock Earnout, First Booking Cash Earnout, Subsequent Booking Stock Earnout or Subsequent Booking Cash Earnout, as applicable (with shares of Acquiror Common Stock retained being deemed to have a per share value determined in the manner set forth in Section 12.3(d)) that equals the total maximum amount of Damages then being claimed by Acquiror Indemnified Persons in all such unresolved, unsatisfied or disputed Claims, and within 10 business days following resolution of all such Claims, Acquiror shall release to the Effective Time Holders, at their respective addresses and in accordance with their respective Pro Rata Shares of the First Booking Stock Earnout, First Booking Cash Earnout, Subsequent Booking Stock Earnout or Subsequent Booking Cash Earnout, as applicable, all remaining First Booking Stock Earnout, First Booking Cash Earnout, Subsequent Booking Stock Earnout or Subsequent Booking Cash Earnout, as applicable, if any, not required to satisfy such Claims for which Acquiror may seek indemnification pursuant to Section 12.3(a)-(b). Such releases of First Booking Cash Earnout and Subsequent Booking Cash Earnout shall be made by check. If the number of First Booking Stock Earnout or Subsequent Booking Stock Earnout shares to be distributed to any Effective Time Holder is not evenly divisible by one, Acquiror shall round down the number of shares to be distributed to the nearest whole share. In lieu of the fractional interest not distributed, Acquiror shall distribute to such Effective Time Holder cash in an amount (rounded to the nearest whole cent) equal to the product of (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers such fractional interest and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, Average Acquiror Price (determined in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim manner set forth in the applicable Indemnification Notice Section 12.3(d)). The payment of the Buyer any First Booking Stock Earnout or Subsequent Booking Stock Earnout in satisfaction of any indemnification obligations under and in accordance with Article 12 shall be deemed conclusive for purposes of this Agreementmade, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claimeach Effective Time Holder, then first with Vested Acquiror Shares and then, if such shares are insufficient to satisfy such indemnification obligation and only to the Escrow Agent extent of such insufficiency, shall make such payment be made with Unvested Acquiror Shares. The payment of any First Booking Cash Earnout or Subsequent Booking Cash Earnout in satisfaction of any indemnification obligations under and in accordance with Article 12 shall be made, with respect to an applicable Indemnification Notice each Effective Time Holder, first with Vested Acquiror Cash and then, if such cash is insufficient to satisfy such indemnification obligation and only (1) in accordance with a Joint Written Instruction (as defined below), on to the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy extent of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersinsufficiency, shall such payment be made with Unvested Acquiror Cash. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) 1. Iconix shall deliver each Claim Notice to the Indemnifying Sellers Sellers’ Representative and the Escrow Agent, specifying such delivery to be in accordance with the nature and dollar amountnotice provisions of this Escrow Agreement. 2. Upon receipt of any Claim Notice, of a claim Escrow Agent shall promptly make entries or notations in the Escrow Account records relating to any claim for indemnification (a “Buyer the Indemnification Claim”) Funds, indicating that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) funds in the amount of the Purchase Claim Amount are reserved to satisfy such Claim, and identifying the date and number of such Claim Notice. 3. Within twenty (20) days of receipt by the Sellers’ Representative of any Claim Notice, the Sellers’ Representative shall deliver a Claim Response to Iconix and Escrow Agent, such delivery to be in accordance with the notice provisions of this Escrow Agreement. The Indemnifying Sellers shall have If, in connection with a period of sixty (60) days (Claim Notice, the “Sellers Reviewing Period”) in which Seller’s Representative fails to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, Response by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period twentieth (20th) day following receipt by the “Rejection Notice Period”)Seller’s Representative of a Claim Notice, then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from pay to Iconix out of the Escrow Account by wire transfer an amount equal to an account the Claim Amount. Any such payment shall be made on or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on before the third (3rd) Business Day following the expiration of such twenty (20) day period. Escrow Agent’s receipt Agent shall continue to hold any amounts remaining in the Escrow Account following the payment of any Claim Notice in accordance with the terms of this Escrow Agreement. 4. If Sellers’ Representative delivers a timely Claim Response with respect to all or any portion of a Claim Notice, Escrow Agent shall not disburse, and shall continue to hold in the Escrow Account, the Claim Amount or the disputed portion thereof, provided as the case may be, pending receipt of either (i) a Joint Written Direction or (ii) a notice from either Iconix or the Seller’s Representative stating that the Buyer shall simultaneously provide such Claim Notice has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered (a “Judgment Notice”) which is accompanied by a copy of a final order of such Certificated Final Order court, pursuant to which such court has determined whether and the accompanying instruction to what extent Iconix is entitled to the Indemnifying Sellersamount requested in the Claim Notice. Upon receipt of a Joint Written Direction or a Judgment Notice, as applicable, Escrow Agent shall thereafter act in accordance with Section 5.e, or Section 5.f below, as applicable. (iv) If 5. Upon receipt by Escrow Agent of a Joint Written Direction, if such Joint Written Direction indicates that Iconix is entitled to payment in respect of all or any Rejection Notice includes an objection to only a portion of the Claim Notice, then Escrow Agent shall release from the Escrow Account and pay to Iconix the amount indicated in such Joint Written Direction (up to a Buyer maximum of the amount of the Indemnification ClaimFunds). Such payment shall be made on or before the third (3rd) Business Day following the date on which such Joint Written Direction is received by Escrow Agent. If such Joint Written Direction indicates that Iconix is not entitled to all or any portion of the amount claimed in such Claim Notice (a “Discharge Notice”), then the Escrow Agent shall promptly release out (i) pay to Iconix that amount, if any, of the amount claimed in such Claim Notice that Escrow Fund Agent is instructed to pay to Iconix pursuant to such Joint Written Direction (as set forth in the foregoing sentence) and (ii) continue to hold the amount to which Iconix was determined not to be entitled in accordance with the terms of the Joint Written Direction until such amounts are to be disbursed in accordance with the terms of this Escrow Agreement. 6. If Escrow Agent has received a Judgment Notice with respect to any Claim Notice, then Escrow Agent shall release from the Escrow Account by wire transfer and pay to an account designated by the Buyer Iconix an amount equal to the amount due Iconix, as explicitly set forth in such Judgment Notice (up to a maximum of the amount of the Indemnification Funds). Such payment will be made on or before the third (3rd) business day following the date on which Escrow Agent receives such Judgment Notice. If such Judgment Notice indicates that Iconix is not entitled to all or any portion of the Buyer Indemnification amount claimed in the Claim for Notice, then Escrow Agent shall continue to hold the amount to which there is no objection. (v) For purposes Iconix was determined not to be entitled in accordance with the Judgment Notice until such amounts are to be disbursed in accordance with the terms of this Escrow Agreement:.

Indemnification Claims. (a) Promptly after receipt by an indemnified party of notice of any claim, liability or expense to which the indemnification obligations hereunder would apply, the indemnified party shall give notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that the indemnifying party shall have been prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (b) With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) From time written notice to time before 5:00 p.m.the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, Eastern Timeliability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not make any payment or settlement with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties’ obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the last Business Day immediately preceding indemnified party shall at all times have the Release Date right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (as defined belowwith counsel selected by the indemnified party), and shall have the Buyer right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense. (c) With respect to non-third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party does not give written notice (the “Indemnification Notice”) to the Indemnifying Sellers indemnified party that it contests such indemnity, then the amount of indemnity payable for such claim shall be as set forth in the indemnified party’s notice. If the indemnifying party contests such indemnity, the parties shall attempt in good faith to reach an agreement with regard thereto within thirty (30) days of delivery of the indemnifying party’s notice. If the parties cannot reach agreement within such 30-day period, the matter may be submitted by either party for binding arbitration in accordance with the provisions of Section 12.7 hereof. (d) Notwithstanding anything in this Agreement to the contrary: (i) until the first to occur of (A) the termination of the Xxxxxx Escrow and (B) the Escrow Agentdate on which the aggregate amount of Parent Indemnifiable Losses relating to or arising out of or in connection with the Xxxxxx Matter exceeds the Xxxxxx Escrow, specifying all decisions and actions concerning (x) the nature indemnification or advancement of expenses to Xxxxxx in connection with the Xxxxxx Matter and dollar amountany other claims by Xxxxxx arising out of or in connection with the Xxxxxx Matter or (y) the settlement and discharge of third party claims relating to or arising out of or in connection with the Xxxxxx Matter shall be made by the Company Shareholders following consultation with Parent and with Parent’s consent (which shall not be unreasonably withheld or delayed), unless such settlement and discharge involves only the payment of a money by the Company Shareholders (and not by the Company or Parent) in which case no such consent from the Parent shall be required. The Company Shareholders hereby covenant and agree that any settlement or compromise of any claim relating to or arising out of or in connection with the Xxxxxx Matter shall include a complete release of any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made such claims against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer Company, Parent and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimall other Parent Indemnifiable Parties. (ii) If From and after the Indemnifying Sellers do not deliver a noticefirst to occur of (A) the termination of the Xxxxxx Escrow and (B) the date on which the aggregate amount of Parent Indemnifiable Losses relating to or arising out of or in connection with the Xxxxxx Matter exceeds the Xxxxxx Escrow, all decisions and actions concerning (x) the indemnification or advancement of expenses to Xxxxxx in connection with the form attached hereto as Exhibit I, Xxxxxx Matter and any other claims by Xxxxxx arising out of or in connection with the Xxxxxx Matter or (y) the settlement and discharge of third party claims relating to or arising out of or in connection with the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, Xxxxxx Matter shall be made by the expiration of Parent following consultation with the period ending on Shareholders’ Representative and with the fifteenth Shareholder Representative’s consent (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”which shall not to be unreasonably withheld or delayed), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into Parent hereby covenants and agrees that any settlement or consider whether a Buyer Indemnification Claim complies compromise of any claim relating to or arising out of or in connection with the requirements Xxxxxx Matter shall include a complete release of any such claims against the Purchase AgreementCompany Shareholders. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification ClaimEach of the Company Shareholders, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below)on one hand, and Parent, on the Business Day immediately following other, agrees to keep the Escrow Agent’s receipt thereofother reasonably apprised of the status of any claim, liability or (2) expense relating to or arising out of or in accordance connection with a Certificated Final Order (as defined below) the Xxxxxx Matter and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously to provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersother such documents and information that may be reasonably requested relating thereto. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m., Eastern Time, on prior to the last Business Day immediately preceding first anniversary of the Release Date Effective Time (as defined below), certified to the Buyer Escrow Agent by the Parent in writing) Parent may give deliver to the Escrow Agent and the Stockholder Representative a written notice (the “Indemnification Notice”a "Notice of Claim") (A) requesting distribution to the Indemnifying Sellers Parent of a number of ------ -- ----- Escrowed Shares having a value equal to the amount of Losses specified in such notice for which Parent is seeking indemnification under Article IX of the Merger Agreement, or (B) requesting that a number of Escrowed Shares having a value equal to the amount of any such Losses remain in escrow until the amount of such Losses and the validity of Parent's indemnification claim for such Losses is finally determined. In addition, Parent shall deliver to the Escrow Agent, specifying the nature and dollar amountimmediately after receipt by Parent, a copy of a delivery receipt or other appropriate proof of delivery to the Stockholder Representative of such Notice of Claim (the "Delivery Receipt"). Subject to the provisions of this -------- ------- Section 5.1 (a), on the twentieth (20th) Business Day after the date of delivery by Parent to the Stockholder Representative (as indicated in the Delivery Receipt) of a Notice of Claim pursuant to the foregoing clause (A), Escrow Agent shall release from the escrow hereunder and cause to be delivered to Parent, in the manner provided in Section 5.5 below, a number of Escrowed Shares having a value equal to the amount of Losses specified in such Notice of Claim. Notwithstanding the foregoing, if Escrow Agent receives, within such twenty (20) Business Day period (the "Objection Period"), a written objection from the --------- ------ Stockholder Representative to all or any portion of the amount of Losses specified by Parent in such Notice of Claim, then the Escrow Agent shall withhold from the number of Escrowed Shares that would otherwise be released pursuant to this Section 5.1(a) a number of Escrowed Shares (the "Clause A ------ - Disputed Escrowed Shares") having a value equal to the amount of the Losses set -------- -------- ------ forth in such Notice of Claim that the Stockholder Representative disputes in such written objection until Escrow Agent shall have received either (I) non-conflicting joint written instructions from the Stockholder Representative and Parent as to the disposition of all or any number of the Clause A Disputed Escrowed Shares, or (II) an order of an arbitrator or court having jurisdiction over the matter, which is final and not subject to further court proceedings or appeal, with respect to the appropriate disposition of the Clause A Disputed Escrowed Shares. In the event that the Escrow Agent shall receive a Notice of Claim delivered pursuant to clause (B) above, the Escrow Agent shall continue to hold in escrow, a number of Escrowed Shares having a value equal to the amount of the Losses set forth in such Notice of Claim (the "Clause B Disputed Escrowed ------ - ----------------- Shares") until Escrow Agent shall have received either (I) non-conflicting joint ------ written instructions from the Stockholder Representative and Parent as to the disposition of such Clause B Disputed Escrowed Shares, or (II) an order of an arbitrator or court having jurisdiction over the matter, which is final and not subject to further court proceedings or appeal, with respect to the appropriate disposition of such Clause B Disputed Escrowed Shares. Upon receipt of any joint written instructions from the Stockholder Representative and Parent or any such order of an arbitrator or court, Escrow Agent shall release from the escrow hereunder and cause to be delivered to Parent, the Management Payees and/or the Stockholders, in the manner provided in Section 5.5 below, any and all Clause A Disputed Escrowed Shares and/or Clause B Disputed Escrowed Shares subject to such joint written instructions or order, all in accordance with such written instructions or order. The foregoing provisions of this Section 5.1(a) shall not apply to a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j5.1(b) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimbelow. (iib) If the Indemnifying Sellers do not deliver a notice, Notwithstanding anything in the form attached hereto as Exhibit I, Section 5.1(a) to the Buyer and contrary, Parent may deliver to the Escrow Agent disputing such Buyer Indemnification Claim (with a copy to the Stockholder Representative) a written notice (a “Rejection Notice”"Section 6.1 Notice of Claim") prior requesting distribution to 5:00 p.m., Eastern Time, by ------- --- ------ -- ----- the expiration Parent of a number of Escrowed Shares having a value equal to the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of Losses specified in such notice for which Parent is seeking indemnification for any liability or obligation of Parent to the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes Escrow Agent under Section 6.1 of this Agreement, and on . As soon as practicable after the Business Day immediately following expiration date of delivery by Parent to the Rejection Escrow Agent of a Section 6.1 Notice Periodof Claim, the Escrow Agent shall release from the Escrow Account by wire transfer escrow hereunder and cause to an account or accounts designated by the Buyerbe delivered to Parent, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether manner provided in Section 5.5 below, a Buyer Indemnification Claim complies with the requirements number of the Purchase Agreement. (iii) If Escrowed Shares having a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount value equal to the portion amount of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:Losses specified in such Section 6.1

Indemnification Claims. (ia) From time to time Upon receipt by the Stockholder Representative on or before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Holdback Distribution Date (as defined below)or with respect to claims made pursuant to Section 7.4, the Buyer may give notice Special Holdback Distribution Date) of a certificate signed by any officer of Acquirer (an “Officer’s Certificate”) stating that Losses exist with respect to the indemnification obligations of the Effective Time Holders set forth in Section 7.3 or Section 7.4, and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related, Acquirer shall be entitled to withhold payment of a portion of the Holdback Merger Consideration (with respect to claims made pursuant to Section 7.3) and Special Holdback Amount (with respect to claims made pursuant to Section 7.4) having a value equal to such Losses (the “Indemnification NoticeDisputed Holdback Amount”) and such Disputed Holdback Amount shall not be issuable to the Indemnifying Sellers and Effective Time Holders until resolved pursuant to the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification terms hereof. (a “Buyer Indemnification Claim”b) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have For a period of sixty (60) days (from and after delivery of any Officer’s Certificate to the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer Stockholder Representative, Acquirer shall take no action regarding the Buyer Indemnification Claim. (ii) If portion of the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Holdback Merger Consideration equal to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim Losses set forth in the applicable Indemnification Notice Officer’s Certificate unless Acquirer shall have received written authorization from the Stockholder Representative to retain such portion of the Buyer shall be deemed conclusive for purposes of this AgreementHoldback Merger Consideration or Special Holdback Amount, and on as applicable. After the Business Day immediately following expiration of the Rejection Notice Periodsuch sixty (60) day period, the Escrow Agent Acquirer shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to retain the portion of the Buyer Indemnification Claim for which there is Holdback Merger Consideration or Special Holdback Amount, as applicable in accordance with this Section 7.6 and the Effective Time Holders shall no objectionlonger be entitled to receive such amount hereunder, provided that no such retention may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to Acquirer prior to the expiration of such sixty (60) day period. (vc) For purposes In case the Stockholder Representative shall so object in writing to any claim or claims by Acquirer made in any Officer’s Certificate, Acquirer shall have thirty (30) days to respond in a written statement to the objection of this Agreement:the Stockholder Representative. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholder Representative and Acquirer shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Acquirer should so agree, a memorandum setting forth such agreement shall be prepared and signed by Acquirer and the Stockholder Representative. Acquirer shall be entitled to rely on any such memorandum and shall retain a portion of the Holdback Merger Consideration or Special Holdback Amount, as applicable, in accordance with the terms thereof and such amount shall no longer be payable to the Effective Time Holders.

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on In the last Business Day immediately preceding the Release Date event of any claim for indemnification by any Buyer Indemnified Party (as defined belowin the Purchase Agreement) under Section 9.2(a)(ii) or Section 9.2(a)(iii) of the Purchase Agreement (an “Indemnification Claim”), Buyer shall 1 NTD: To be an amount equal to the Indemnity Escrow Amount as determined on the Closing Date. have the right to seek payment of any amount to which any Buyer may give Indemnified Party is entitled pursuant to the terms and provisions of the Purchase Agreement (an “Indemnification Amount”) out of the Escrow Property by delivering written notice containing the information set forth below to the Escrow Agent with a copy to Sellers’ Representative (the “Indemnification Notice”). Each Indemnification Notice must (A) state the actual or estimated dollar amount sought to the Indemnifying Sellers and be paid from the Escrow Agent, specifying Property and include a certification that such amount represents Buyer’s good faith estimate of the nature and dollar amount, of a claim relating amount to any claim for indemnification (a “Buyer Indemnification Claim”) that a which the Buyer Indemnified Person has made against an Indemnifying Seller Party would be entitled upon resolution of such Indemnification Claim and (B) have attached thereto a copy of the Claim Notice (as defined in the Purchase Agreement) or the notice delivered under Section 8.1(j9.3(d) of the Purchase Agreement, as applicable, with respect to such Indemnification Claim. The Indemnifying Sellers shall have a period Prior to 5:00 p.m., Eastern Time on the thirtieth (30th) day after Sellers’ Representative’s receipt of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and Notice, Sellers’ Representative may deliver notice to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Counter Indemnification Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer disputing such Indemnification Claim in whole or in part (any disputed amount, the applicable Indemnification Notice“Contested Amount”). The Escrow Agent shall not inquire into or consider whether a Buyer an Indemnification Claim complies with the requirements of the Purchase Agreement. (iiiii) If If, prior to 5:00 p.m., Eastern Time on the thirtieth (30th) day after Sellers’ Representative’s receipt of an Indemnification Notice, Sellers’ Representative does not deliver a Rejection Counter Indemnification Notice is given with respect to a Buyer such Indemnification Claim, then Notice to the Escrow Agent shall make payment and Buyer, then Buyer may thereafter deliver a notice to the Escrow Agent with respect a copy to Sellers’ Representative (an applicable “Uncontested Direction”) instructing the Escrow Agent to disburse the Indemnification Amount set forth in such Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following from the Escrow Agent’s Property to Buyer. Upon receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following by the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy Agent of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification ClaimUncontested Direction, the Escrow Agent shall promptly release out promptly, and in any event within two (2) Business Days after receipt of such Uncontested Direction, disburse all or a portion of the Escrow Fund Property strictly in accordance with such Uncontested Direction. (iii) If, prior to 5:00 p.m., Eastern Time on the thirtieth (30th) day after Sellers’ Representative’s receipt of an Indemnification Notice, Sellers’ Representative delivers a Counter Indemnification Notice with respect to such Indemnification Notice to the Escrow Agent and Buyer, then Buyer may thereafter deliver an Uncontested Direction to the Escrow Agent, with a copy to Sellers’ Representative, instructing the Escrow Agent to disburse an amount, if any, equal to the Indemnification Amount set forth in such Indemnification Notice minus the Contested Amount with respect to such Indemnification Notice from the Escrow Account by wire transfer Property to an account designated Buyer. Upon receipt by the Buyer an amount equal to Escrow Agent of such Uncontested Direction, the Escrow Agent shall promptly, and in any event within two (2) Business Days after receipt of such Uncontested Direction, disburse all or a portion of the Escrow Property strictly in accordance with such Uncontested Direction. Thereafter, the Escrow Agent shall continue to hold and shall make disbursement of Escrow Property with respect to such Contested Amount only in accordance with (A) a Joint Direction or (B) a Final Award Direction (resolved as between Buyer Indemnification Claim for which there is no objectionand Sellers in accordance with the terms of the Purchase Agreement). Upon receipt of a Joint Direction or Final Award Direction as specified in the preceding sentence, the Escrow Agent shall disburse to Buyer the dollar amount specified in the Joint Direction or Final Award Direction, in accordance with Section 3(a) or Section 3(b), as applicable. (v) For purposes of this Agreement:

Indemnification Claims. After any portion of a claim for indemnification by Buyer (ion behalf of itself or any other Indemnitee) From time becomes an Established Claim and no later than three business days thereafter, Buyer, GGC and Sellers Sellers (acting through the Sellers’ Representative) shall jointly deliver a notice to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date Escrow Agent (as defined below), the Buyer may give notice (the a “Indemnification Joint Notice”) directing the Escrow Agent to make payment to the Indemnifying Sellers Buyer from the Indemnification Escrow Fund, and the Escrow Agent, specifying upon receipt of the nature and dollar amountJoint Notice, shall promptly deliver to the Buyer the amount of a claim relating to the Established Claim (or, if at such time there remains in the Indemnification Escrow Fund less than the full amount so payable, the full amount remaining in the Indemnification Escrow Fund). As used in this Escrow Agreement, “Established Claim” means any portion of any claim for indemnification by the Buyer (a “Buyer Indemnification Claim”on behalf of itself or any other Indemnitee) that is (i) not disputed through a Buyer Indemnified Person Claim Dispute Notice, (ii) resolved by mutual resolution of the Parties, or (iii) has made against an Indemnifying Seller under Section 8.1(jbeen sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, each claim for indemnification by Buyer (on behalf of itself or any other Indemnitee) shall be subject to the limitations, procedures and obligations set forth in the Purchase Agreement. The Indemnifying Sellers shall have In the event (a) a period final determination (after exhaustion of sixty any appeals) by a court of competent jurisdiction provides that no portion of a claim for indemnification by Buyer (60on behalf of itself or any other Indemnitee) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, requires payment to the Buyer or, (b) if after a payment to Buyer of an Established Claim, there remains in escrow any portion of the Indemnification Escrow Fund, Buyer, GGC and Sellers (acting through the Sellers’ Representative) shall, within three business days thereof, provide Escrow Agent disputing such Buyer with Release Instructions as to any amounts remaining in the Indemnification Claim Escrow Fund (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by less the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth payment in the applicable Indemnification Notice case of (b)),that would have been the subject of prior release instructions pursuant to Section 3 hereof, but for the delivery of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Officer’s Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementCertificate . (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (a) Promptly after receipt by an indemnified party of notice of any claim, liability or expense to which the indemnification obligations hereunder would apply, the indemnified party shall give notice thereof in writing to the indemnifying party, but the omission to so notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent that the indemnifying party shall have been prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) From time written notice to time before 5:00 p.m.the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, Eastern Timeliability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party and the indemnified party shall not make any payment or settlement with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, unless such compromise or settlement includes an unconditional release of the Indemnified Party, in which case no consent shall be required. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the last Business Day immediately preceding indemnified party shall at all times have the Release Date right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (as defined belowwith counsel selected by the indemnified party), and shall have the Buyer may give notice right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense provided that any such compromise or settlement shall not, without the “Indemnification Notice”) consent of the indemnifying party, exceed the amount of the initial claim or any amendment to such claim disclosed to the Indemnifying Sellers and the Escrow Agentindemnifying party. If such claim, specifying the liability or expense is one that by its nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided cannot be defended solely by the Buyer indemnifying party, then the indemnified party shall make available all information and to assistance that the indemnifying party may reasonably request reasonable additional information from and shall cooperate with the Buyer regarding the Buyer Indemnification Claimindemnifying party in such defense. (iib) If With respect to non-third party claims, if within thirty (30) days after receiving the Indemnifying Sellers do notice described in clause (a) above the indemnifying party does not deliver a notice, in the form attached hereto as Exhibit I, give written notice to the Buyer and the Escrow Agent disputing indemnified party that it contests such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”)indemnity, then the dollar amount of the Buyer Indemnification Claim indemnity payable for such claim shall be as set forth in the applicable Indemnification Notice indemnified party’s notice. If the indemnifying party contests such indemnity, the parties shall attempt in good faith to reach an agreement with regard thereto within thirty (30) days of delivery of the Buyer shall be deemed conclusive for purposes of this Agreement, and on indemnifying party’s notice objecting to the Business Day immediately following expiration of claim. If the Rejection Notice Periodparties cannot reach agreement within such 30-day period, the Escrow Agent shall release from the Escrow Account matter may be submitted by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) either party for binding arbitration in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy provisions of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersSection 11.7 hereof. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time A Claim for Damages to time before 5:00 p.m., Eastern Time, be paid from the Escrow Fund pursuant to Article VII of the Merger Agreement may be made only if the Company delivers to the Shareholders’ Representative (with a copy to the Escrow Agent) on or prior to the last Business Day immediately preceding the Escrow Release Date (as defined belowin Section 3(a)) a Claim Notice satisfying the requirements of the Merger Agreement (the amount of any Damages in any such Claim Notice, the Buyer may give notice (the “Indemnification Amount”). If, within thirty (30) days following receipt by the Shareholders’ Representative of a Claim Notice, the Shareholders’ Representative gives notice (a “Counter Notice”) to the Indemnifying Sellers and Company (with a copy to the Escrow Agent, specifying ) disputing the nature and dollar amount, of applicable Parent Indemnified Party’s entitlement to indemnification with respect to the Claim set forth in a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) Claim Notice or disputing the estimate set forth in such Claim Notice of the Purchase dollar amount of the Damages for which the Parent Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement. The Indemnifying Sellers , the applicable Parent Indemnified Party’s entitlement to indemnification with respect to the Claim and the dollar amount of the Damages for which the Parent Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement shall have a period of sixty be resolved as provided in Section 2(c) below. (60b) days If no Counter Notice is received by the Escrow Agent within such thirty (the “Sellers Reviewing Period”30) in which to review day period, then the Indemnification Amount claimed in the applicable Claim Notice provided shall be deemed established for purposes of this Escrow Agreement, and, at the end of such thirty (30) day period, the Escrow Agent shall promptly (but in any event within three Business Days) deliver to the Company from the Escrow Fund (i) Escrowed Cash in an amount equal to the Indemnification Amount as claimed in the Claim Notice and (ii) if the Escrowed Cash is not sufficient to satisfy the Indemnification Amount, Escrowed Shares with an aggregate Market Value equal to the unsatisfied Indemnification Amount, with the Market Value of such Escrowed Shares to be determined as of the date of delivery of any Escrowed Shares to the Company. Any Escrowed Shares so delivered to the Company from the Escrow Fund shall be disbursed from the Escrowed Shares of the Former SICO Shareholders proportionally in accordance with their respective Pro Rata Percentages. (i) If a Counter Notice is given by the Buyer and Shareholders’ Representative with respect to request reasonable additional information a Claim, the Escrow Agent shall promptly (but in any event within three Business Days) deliver to the Company from the Buyer regarding Escrow Fund the Buyer Indemnification Claimappropriate amount of Escrowed Cash and/or Escrowed Shares in respect of such Claim in the order set forth in Section 2(b) only in accordance with (A) joint written instructions of the Company and the Shareholders’ Representative, or (B) a final judgment with no further right to appeal, upon an award rendered by a court of competent jurisdiction. (ii) If the Indemnifying Sellers do Company and the Shareholders’ Representative are unable to resolve any dispute within thirty (30) days of the Shareholders’ Representative’s delivery of a Counter Notice, such dispute shall be resolved in accordance with Section 9.6 of the Merger Agreement or by means of a settlement reached between the Shareholders’ Representative and the Company with respect to the applicable Claim. (d) If the Shareholders’ Representative and the Company reach a settlement with respect to any Claim made by the Company or if the amount of Escrowed Cash and/or Escrowed Shares to be disbursed in respect of a Claim is determined through a judgment not subject to appeal as provided in Section 2(c), the Shareholders’ Representative and the Company shall jointly deliver a noticewritten notice of such settlement or judgment to the Escrow Agent, including (if applicable) instructions to the Escrow Agent to disburse the appropriate number of Escrowed Cash and/or Escrowed Shares to the Company in the form attached hereto as Exhibit Iorder set forth in Section 2(b), to the Buyer and the Escrow Agent disputing shall act promptly in accordance with such Buyer Indemnification Claim instructions. (e) To the extent the Escrow Agent is otherwise required hereunder to disburse a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration fractional Escrowed Share of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Perioda Former SICO Shareholder, the Escrow Agent shall release from round down such fractional share to the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. nearest whole share. (f) The Escrow Agent shall not inquire into requisition from the Company’s stock transfer agent stock certificates in appropriate denominations registered as appropriate to facilitate the delivery or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then disbursement by the Escrow Agent of Escrowed Shares hereunder. The Company shall make payment cause its stock transfer agent to cooperate with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionin connection therewith. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m.Upon determination by Holding Company that it has a claim for indemnification under the Agreement, Eastern Time, on Holding Company shall notify the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice Stockholder in writing (the “"Indemnification Notice”") as to the Indemnifying Sellers amount of the claim and shall deliver a copy of the Indemnification Notice to the Escrow Agent, specifying and the nature and dollar amount, of a claim relating to any claim for indemnification following shall apply: (a “Buyer Indemnification Claim”i) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty Fifteen (6015) days (after the “Sellers Reviewing Period”) in which to review date of receipt of the Indemnification Notice provided by the Buyer and Escrow Agent, the Escrow Agent shall pay to request reasonable additional information Holding Company from the Buyer regarding Escrow Fund the Buyer amount of the claim stated in the Indemnification ClaimNotice, unless prior to the expiration of that fifteen (15) day period the Escrow Agent receives written notice (the "Dispute Notice") from the Stockholder stating that the amount of the claim is being contested. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Dispute Notice is delivered to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth that fifteen (15th15) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodday period, the Escrow Agent shall release pay to Holding Company from the Escrow Account by wire transfer to an account or accounts designated by Fund the Buyer, the dollar amount of the Buyer Indemnification Claim claim stated in the applicable Indemnification Notice. The Notice fifteen (15) days after the date of receipt of the Dispute Notice by the Escrow Agent, unless (a) payment by the Escrow Agent shall not inquire into is restrained or consider whether enjoined by a Buyer Indemnification Claim complies with court of UNITED FINANCIAL/FIRST SECURITY THIRD AMENDMENT competent jurisdiction, or (a) prior to the requirements expiration of that fifteen (15) day period the Purchase AgreementEscrow Agent is directed to pay a different amount to the Holding Company pursuant to a written notice received by the Escrow Agent from Holding Company and the Stockholder. (iii) If The Escrow Agent shall pay to Holding Company from the Escrow Fund such amount of amounts as shall be directed to be paid in any final order, decree or judgment (a Rejection Notice is given with respect to a Buyer Indemnification Claim, then "Final Decree") received by the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with from a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy court of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellerscompetent jurisdiction. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. In the event that any liability, claim (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined belowincluding any Third Party Claim), the Buyer may give notice demand or cause of action which is indemnified against by or under any term, provision, Section or paragraph of this Agreement (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Indemnitee’s Claim”) that a Buyer Indemnified Person has is made against an Indemnifying Seller under Section 8.1(jor received by any indemnified party (hereinafter “Indemnitee”) of hereunder, said Indemnitee shall notify the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty indemnifying party (60) days (the hereinafter “Sellers Reviewing PeriodIndemnitor”) in which writing within twenty one (21) calendar days of Indemnitee’s receipt of written notice of said Xxxxxxxxxx’s Claim; provided, however, that Indemnitee’s failure to review the Indemnification Notice provided by the Buyer and to request reasonable additional information timely notify Indemnitor of Indemnitee’s receipt of an Indemnitee’s Claim shall not impair, void, vitiate or invalidate Indemnitor’s indemnity hereunder nor release Indemnitor from the Buyer same, which duty, obligation and indemnity shall remain valid, binding, enforceable and in full force and effect so long as Indemnitee’s delay in notifying Indemnitor does not, solely by itself, directly and materially prejudice Indemnitor’s right or ability to defend the Indemnified Claim. Upon its receipt of any or all Indemnitee’s Claim(s), Indemnitor shall diligently and vigorously defend, compromise or settle said Xxxxxxxxxx’s Claim at Indemnitor’s sole and exclusive cost and expense and shall promptly provide Indemnitee evidence thereof within twenty one (21) calendar days of the final, unappealable resolution of said Indemnitee’s Claim, provided such claim is for litigation only. In the event of an Indemnitee’s Claim unrelated to litigation (e.g., Medicaid takeback), Indemnitor shall be responsible for any damages, costs or expenses to Indemnitee, including, but not limited to, attorneys’ fees incurred as a result of the indemnification event to be paid to Indemnitee within thirty (30) days of written demand for the same. Upon the receipt of the written request of Indemnitee, Indemnitor shall within fourteen (14) calendar days provide Indemnitee a true, correct, accurate and complete written status report regarding the Buyer Indemnification then- current status of said Indemnitee’s Claim. (ii) If the Indemnifying Sellers do . Indemnitee may not deliver a notice, in the form attached hereto as Exhibit I, settle or compromise an Indemnitee’s Claim without Indemnitor’s prior written consent. Failure to the Buyer and the Escrow Agent disputing obtain such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer consent shall be deemed conclusive for purposes forfeiture by Indemnitee of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementits indemnification rights hereunder. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Standard Time, on the last Business Day day immediately preceding the Release Date (as defined below), the Buyer Acquiror may give notice (the “Indemnification Notice”) to the Indemnifying Sellers Stockholder Representative and the Escrow Agent, specifying the nature and dollar amountamount (to the extent known), of a claim relating to any claim for indemnification (a an “Buyer Acquiror Indemnification Claim”) that a Buyer an Acquiror Indemnified Person has made against an Indemnifying Seller Party may have under Section 8.1(j9.2(a) or Article VI of the Purchase Merger Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do Acquiror delivers any Acquiror Indemnification Claim to the Escrow Agent, then the Acquiror shall simultaneously deliver such Acquiror Indemnification Claim to the Stockholder Representative. If the Stockholder Representative does not deliver a notice, in the form attached hereto as Exhibit IB, to the Buyer and the Escrow Agent disputing such Buyer Acquiror Indemnification Claim (a “Rejection Counter Indemnification Notice”) prior to 5:00 p.m., Eastern Standard Time, by the expiration of the period ending on the fifteenth thirtieth (15th30th) Business Day following calendar day after the end of date on which the Sellers Reviewing Period (Escrow Agent shall have received the “Rejection Notice Period”)applicable Indemnification Notice, then the dollar amount of the Buyer Acquiror Indemnification Claim set forth in the applicable Acquiror’s Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodsuch thirtieth (30th) calendar day, the Escrow Agent shall release from the Escrow Account Amount by wire transfer to an account or accounts designated by the Buyer, Acquiror the dollar amount of the Buyer Acquiror Indemnification Claim in the applicable Indemnification Notice. The Stockholder Representative shall simultaneously provide to the Acquiror a copy of any Counter Indemnification Notice the Stockholder Representative delivers to the Escrow Agent. The Escrow Agent shall not inquire into or consider whether (x) an Acquiror Indemnification Claim, or (y) a Buyer Counter Indemnification Claim Notice, complies with the requirements of the Purchase Merger Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m.Upon determination by Holding Company that it has a claim for indemnification from the Escrow Fund under the Agreement, Eastern Time, on Holding Company shall notify the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice Stockholder in writing (the “"Indemnification Notice”") as to the Indemnifying Sellers amount of the claim and shall deliver a copy of the Indemnification Notice to the Escrow Agent, specifying and the nature and dollar amount, of a claim relating to any claim for indemnification following shall apply: (a “Buyer Indemnification Claim”i) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty Fifteen (6015) days (after the “Sellers Reviewing Period”) in which to review date of receipt of the Indemnification Notice provided by the Buyer and Escrow Agent, the Escrow Agent shall pay to request reasonable additional information Holding Company from the Buyer regarding Escrow Fund the Buyer amount of the claim stated in the Indemnification ClaimNotice, unless prior to the expiration of that fifteen (15) day period the Escrow Agent receives written notice (the "Dispute Notice") from the Stockholder stating that the amount of the claim is being contested. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Dispute Notice is delivered to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth that fifteen (15th15) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodday period, the Escrow Agent shall release pay to Holding Company from the Escrow Account by wire transfer to an account or accounts designated by Fund the Buyer, the dollar amount of the Buyer Indemnification Claim claim stated in the applicable Indemnification Notice. The Notice fifteen (15) days after the date of receipt of the Dispute Notice by the Escrow Agent, unless (a) payment by the Escrow Agent shall not inquire into is restrained or consider whether enjoined by a Buyer Indemnification Claim complies with court of competent jurisdiction, or (a) prior to the requirements expiration of that fifteen (15) day period the Purchase AgreementEscrow Agent is directed to pay a different amount to the Holding Company pursuant to a written notice received by the Escrow Agent from Holding Company and the Stockholder. (iii) If The Escrow Agent shall pay to Holding Company from the Escrow Fund such amount of amounts as shall be directed to be paid in any final order, decree or judgment (a Rejection Notice is given with respect to a Buyer Indemnification Claim, then "Final Decree") received by the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with from a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy court of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellerscompetent jurisdiction. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. 3.3.1. At any time prior to the one-year anniversary of the date of this Agreement, upon the Company's commencement of any arbitration or court proceeding seeking an award of Escrow Shares in satisfaction of a claim for indemnification made by the Company pursuant to the Asset Purchase Agreement (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined belowan "Indemnification Claim"), and written notice of the Buyer may give notice (the “Indemnification Notice”) Claim being given to the Indemnifying Sellers and the Escrow Agent, specifying an amount of Escrow Shares sufficient to satisfy the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”calculated as provided herein) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided be reserved by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration pending resolution of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then even if the reserved Escrow Shares otherwise become eligible for release under this Agreement. Upon resolution of the Indemnification Claim by settlement agreement, arbitral award or court order, all or a portion of the Escrow Agent Shares shall make payment with respect be released to an applicable the Company in satisfaction of the Indemnification Notice only (1) Claim to the extent provided in accordance with a Joint Written Instruction (as defined below)the settlement agreement, on the Business Day immediately following the Escrow Agent’s receipt thereof, arbitral award or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereofcourt order, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order any arbitral award or court order has become final and the accompanying instruction to the Indemnifying Sellersunappealable. (iv) If 3.3.2. For purposes of determining the number of shares to be reserved for any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Company shall make a good faith calculation of the number of shares required to satisfy the Indemnification Claim using the average of the closing bid price of the Company's common stock on the five trading days immediately preceding the date notice of the Indemnification Claim is given to the Escrow Agent. The number of shares so determined by the Company shall be reserved by the Escrow Agent. 3.3.3. The Company shall "xxxx to market" the number of reserved Escrow Shares on the first trading day of each month (using the average of the closing bid price of the Company's common stock on the last five trading days of the prior month) as long as any Escrow Shares are held in reserve by the Escrow Agent shall promptly release out for an Indemnification Claim. If at the beginning of any month the value of the reserved Escrow Fund from Shares has changed based upon such xxxx to market calculation by more than ten percent (10%) of the value as of the last required xxxx to market calculation, the Company shall deliver an instruction to the Escrow Account by wire transfer to an account designated Agent increasing or decreasing, as applicable, the number of Escrow Shares held in reserve by the Buyer an amount equal Escrow Agent. The Company shall send a copy of the instruction and calculation to CSEI. If CSEI has assigned its rights with respect to any Escrow Shares and the assignees have appointed a designee for purposes of receiving notice and giving consent (a "Designee"), CSEI also shall send a copy of the instruction and calculation to the portion of the Buyer Indemnification Claim for which there is no objectionDesignee. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m.If any Purchaser Indemnitee seeks indemnification under Article IX of the Purchase Agreement and makes a claim against the Escrow Amount with respect thereto, Eastern TimePurchaser shall deliver, on the last Business Day immediately preceding the Release Date in good faith, a written demand (as defined below), the Buyer may give notice (the an “Indemnification NoticeDemand”) to the Indemnifying Sellers Company and the Escrow Agent which contains (i) a description and the amount (the “Asserted Damages Amount”) of any Damages incurred by the Purchaser Indemnitee, (ii) a statement that Purchaser Indemnitee is entitled to indemnification under Article IX of the Purchaser Agreement for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the Asserted Damages Amount. (b) No later than 5:00 pm CST on the forty-fifth (45th) calendar day after delivery of an Indemnification Demand to the Company and the Escrow Agent, specifying the nature Company shall deliver to Purchaser and dollar amount, of the Escrow Agent a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days written response (the “Sellers Reviewing PeriodResponse”) in which it shall (i) agree that the Purchaser Indemnitee is entitled to review receive all of the Asserted Damages Amount, (ii) agree that Purchaser Indemnitee is entitled to receive part, but not all, of the Asserted Damages Amount (such portion, the “Agreed Portion”) or (iii) dispute that Purchaser Indemnitee is entitled to receive any of the Asserted Damages Amount. In the event that the Company does not deliver a Response within such forty-five (45) day period, the Company shall be deemed to have accepted the Indemnification Notice provided by Demand and agreed that the Buyer and to request reasonable additional information Asserted Damages Amount shall be promptly distributed from the Buyer regarding Escrow Account to the Buyer Indemnification ClaimPurchaser Indemnitee. (c) In the event that the Company shall agree that the Purchaser Indemnitee is entitled to receive the Asserted Damages Amount or the Agreed Portion, the Company and Purchaser shall direct the Escrow Agent to distribute such amount from the Escrow Account to the Purchaser Indemnitee in accordance with Section 4(a)(i) hereof. In the event that the Company shall (i) dispute that the Purchaser Indemnitee is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Purchaser Indemnitee is entitled only to the Agreed Portion of the Asserted Damages Amount (“Disputed Claims”), for a period of forty-five (45) days from the receipt of the Response, the Company and Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to the Disputed Claims. If the Indemnifying Sellers do Company and Purchaser should so agree regarding the respective rights and/or settle the Disputed Claims, then the Company and Purchaser shall direct the Escrow Agent to distribute any such amount from the Escrow Account to the Purchaser Indemnitee in accordance with Section 4(a)(i) hereof. If the Company and Purchaser shall not deliver a noticeagree regarding the respective rights and/or settle the Disputed Claims, then either the Company or Purchaser may initiate binding arbitration proceedings in the form attached hereto as Exhibit I, State and City of New York in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the “AAA Rules”). If the Company and Purchaser fail to mutually select an arbitrator within five (5) Business Days following notice to the Buyer other party of the initiation of the arbitration proceeding, then arbitration will be conducted by three arbitrators: one selected by the Company; one selected by Purchaser; and the third selected by the first two arbitrators. The Company and Purchaser shall agree to use all reasonable efforts to cause the arbitration hearing to be conducted within seventy-five (75) days after the appointment of the mutually-selected arbitrator or the last of the three arbitrators, as the case may be, and to use all reasonable efforts to cause the decision of the arbitrator(s) to be furnished within ninety-five (95) days after the appointment of the mutually-selected arbitrator or the last of the three arbitrators, as the case may be. The Company and Purchaser shall further agree that discovery shall be completed at least ten (10) days prior to the date of the arbitration hearing. The decision of the arbitrator(s) (the “Decision”) shall relate solely: (i) to the resolution of the Disputed Claims; and (ii) to the determination of the non-prevailing party as provided below. The Decision shall be furnished to the Company, Purchaser and the Escrow Agent disputing such Buyer Indemnification Claim (in writing and shall constitute a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration conclusive determination of the period ending on issue(s) in question, binding upon the fifteenth Company, Purchaser and the Purchaser Indemnitees and shall not be contested by any of them. The non-prevailing party in any arbitration shall pay the reasonable expenses (15thincluding attorneys’ fees) Business Day following the end of the Sellers Reviewing Period prevailing party, any additional reasonable fees and expenses (the “Rejection Notice Period”), then the dollar amount including reasonable attorneys’ fees) of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to fees and expenses associated with the Indemnifying Sellers. arbitration (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, including the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) arbitrators’ fees and expenses). For purposes of this Agreement:Section 5(c), the non-prevailing party shall be determined solely by the arbitrator(s).

Indemnification Claims. An indemnification claim to recover Damages shall be subject to the following terms: (ia) From time During the thirty (30) day period commencing upon the delivery to time before 5:00 p.m., Eastern Time, on Seller Representative and the last Business Day immediately preceding the Release Date Escrow Agent (as defined below), the Buyer may give notice if applicable) of a Claim Notice (the “Indemnification Dispute Period”), Seller Representative shall deliver to Purchaser (on behalf of Purchaser Indemnitee who delivered the Claim Notice”) and to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of Agent (if applicable) a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days written response (the “Sellers Reviewing PeriodResponse Notice”) in which Seller Representative: (i) agrees that the full Claimed Amount is owed to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. Purchaser Indemnitee; (ii) If agrees that part (but not all) of the Indemnifying Sellers do Claimed Amount (the “Agreed Amount”) is owed to Purchaser Indemnitee; or (iii) asserts that no part of the Claimed Amount is owed to Purchaser Indemnitee. Any part of the Claimed Amount that is not deliver a notice, in the form attached hereto as Exhibit I, agreed by Seller Representative to be owing to Purchaser Indemnitee pursuant to the Buyer Response Notice shall be referred to as the “Contested Amount.” If a Response Notice is not received by Purchaser and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”if applicable) prior to 5:00 p.m., Eastern p.m. (Mountain Time, by ) on the expiration thirtieth (30th) day of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Dispute Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer Seller Representative shall be conclusively deemed conclusive for purposes of this Agreement, and on to have agreed that the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer full Claimed Amount is owed to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementPurchaser Indemnitee. (iiib) If (i) Seller Representative delivers a Rejection Response Notice agreeing that the full Claimed Amount is given with respect owed to Purchaser Indemnitee, or (ii) Seller Representative does not deliver a Buyer Indemnification ClaimResponse Notice during the Dispute Period, then the Escrow Agent shall make payment with respect disburse to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund Purchaser Indemnitee from the Escrow Account by wire transfer to an account designated by the Buyer Account, cash in an amount equal to the Claimed Amount in accordance with the Escrow Agreement. (c) If Seller Representative delivers a Response Notice agreeing that less than the full Claimed Amount is owed to Purchaser Indemnitee, then the Escrow Agent shall disburse to Purchaser Indemnitee from the Escrow Account cash in an amount equal to the Agreed Amount in accordance with the terms of the Escrow Agreement. (d) If Seller Representative delivers a Response Notice indicating that there is a Contested Amount, Seller Representative and Purchaser Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If Seller Representative and Purchaser Indemnitee resolve such dispute as to all or a portion of the Buyer Indemnification Claim for which there is no objectionContested Amount, then Seller Representative and Purchaser Indemnitee shall execute a joint written instruction, instructing the Escrow Agent to disburse to Purchaser Indemnitee from the Escrow Account, cash in an amount equal to the amount specified in such joint written instruction in accordance with the terms of the Escrow Agreement. (ve) For purposes If Seller Representative and Purchaser Indemnitee are unable to resolve any part of the dispute relating to any Contested Amount during the thirty (30) day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either Purchaser Indemnitee or Seller Representative may resort to other legal remedies, subject to the limitations and procedures set forth in this Agreement:ARTICLE 11 and Section 12.10.

Indemnification Claims. (ia) From If, at any time to time before 5:00 p.m., Eastern Time, on during the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes term of this Agreement, and on the Business Day immediately following expiration Secured Party has incurred or suffered Damages for which it is entitled to indemnification under Article X of the Rejection Notice PeriodStock Purchase Agreement, Secured Party shall give written notice of such claim to Pledgor, stating in reasonably sufficient detail the events or circumstances which are the basis for and amount of such claim. If Pledgor objects to any such claim, it shall give written notice of such objection to Secured Party within ten (10) days after the date of receipt of Secured Party's notice, and shall state the basis for such objection. Notwithstanding the foregoing, such ten (10) day period shall be extended to a twenty (20) day period if within such original ten (10) day period Pledgor gives written notice to Secured Party that additional time is necessary to respond to the claim. If no objection to Secured Party's claim is made by Pledgor within such ten (10) day period, or twenty (20) day period, as applicable, the Escrow Agent claim shall release from be deemed resolved. (b) If Secured Party provides timely notice of objection to any claim, Secured Party and Pledgor shall attempt to resolve the Escrow Account by wire transfer dispute and, if they are able to an account or accounts designated by do so, shall agree in writing as to the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementclaim resolved, if any. (iiic) If Secured Party and the Pledgor are unable informally to resolve a Rejection Notice is given with respect disputed claim pursuant to Section 14(b) above within twenty (20) days after the date of the Pledgor's objection to Secured Party's claim, the dispute shall be settled by a Buyer Indemnification Claim, then court of competent jurisdiction in the Escrow Agent State of Missouri or the United States District Court for the Eastern District of Missouri. Any final decision or award of such court shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with be treated as a Joint Written Instruction (as defined below), claim resolved under this Agreement and shall be final and conclusive on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) parties to this Agreement and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellerstheir respective affiliates. (ivd) If any Rejection Notice includes an objection Unless Pledgor pays a resolved claim in full within five (5) days after the date such claim is resolved pursuant to only a portion the foregoing provisions of a Buyer Indemnification Claimthis Section 14, the Escrow Agent shall promptly release out of pay the Escrow Fund resolved claim without further mutual instructions from the Escrow Account by wire parties as follows. Agent shall release, assign, transfer and deliver to an account designated by the Buyer an amount Secured Party Pledged Collateral having a Fair Market Value equal to the portion lesser of (i) the Buyer Indemnification Claim for which there is no objection. amount of any such resolved claim or (vii) the then current Fair Market Value of all Pledged Collateral held by Agent. For purposes of this Agreement:Section 14(d), the "Fair Market Value" of any Pledged Shares which are publicly traded shall be the average closing bid price per share of such Pledged Shares for the twenty (20) trading days immediately preceding the third trading day prior to the date that the applicable claim is resolved and the "Fair Market Value" of any other Pledged Collateral shall be the fair market value of such Pledged Collateral as of the date the applicable claim is resolved determined by an appraiser designated by Agent, in Agent's absolute discretion. The Secured Party shall pay for such appraisal, and the cost of such appraisal shall be added to the applicable resolved claim which the Agent is paying pursuant to the provisions of this Section 14(d).

Indemnification Claims. (a) The Stockholders and IPL agree that in the event and to the extent that any Stockholder has any liability or obligation to provide indemnification or contribution (collectively, "Indemnification") for any losses of IPL, its successors or assigns (each an "Indemnified Person") pursuant to the terms of the Merger Agreement: (i) From time the claims of an Indemnified Person in respect of such Stockholder shall be limited to time before 5:00 p.m.the Deposited Shares and the Escrow Account in respect of such Stockholder and no Indemnified Person shall have any other right, Eastern Time, on claim or recourse to such Stockholder or the last Business Day immediately preceding the Release Date assets of such Stockholder; (as defined below), the Buyer may give notice (the “Indemnification Notice”ii) to the Indemnifying Sellers extent that such losses arise from any obligation for which such Stockholders are jointly and severally liable under the Merger Agreement, and in respect of which an Indemnified Person is entitled to Indemnification under the Merger Agreement, the right of the Indemnified Person to receive such Indemnification in respect of any particular Stockholder regarding any such loss and to assert any claim against the Deposited Shares and the Escrow Account attributable to such Stockholder hereunder, shall be limited to an amount determined by multiplying: (A) the amount of such loss for which such Indemnification is required to be provided under the Merger Agreement; by (B) the Stockholder Percentage of such Stockholder; and (iii) to the extent that such losses arise from any obligation for which such Stockholders are not jointly or severally liable under the Merger Agreement, and in respect of which an Indemnified Person is entitled to Indemnification under 7 the Merger Agreement, the right of an Indemnified Person to receive such Indemnification in respect of any particular Stockholder regarding any such loss and to assert any claim against the Deposited Shares and the Escrow Account attributable to such Stockholder hereunder, shall be limited solely to the Deposited Shares and the Escrow Account attributable to the particular Stockholder having an Indemnification obligation in respect of such loss and no Indemnified Person shall have recourse to, or have any right to make any claim against, receive any payment from, or receive all or any portion of the Deposited Shares or the Escrow Account attributable to, any other Stockholder or any other assets of any Stockholder. (b) In the event that an Indemnified Person believes that it is entitled to the payment of money for Indemnification from a Stockholder pursuant to the provisions of Article X of the Merger Agreement, such Indemnified Person shall proceed to assert any such claim (an "Indemnification Claim") in the manner set forth in the Merger Agreement. (c) The Escrow Agent shall not disburse any amount with respect to any claim for Indemnification made by any Indemnified Person until directed to make a payment pursuant to either: (i) a written instruction signed by the Stockholder against which such claim is asserted (the "Subject Stockholder") and the Indemnified Person (it being understood and agreed that, in the event that a Stockholder agrees in writing, or it is determined by a final, binding non-appealable order or judgment of a court of competent jurisdiction, that he is obligated to provide a specified amount as Indemnification to an Indemnified Person pursuant to the terms of Article X of the Merger Agreement, then such Stockholder shall also provide the notice contemplated herein); or (ii) a certificate signed by the Stockholders and IPL stating that the claim has been resolved pursuant to a final, binding non-appealable order or judgment of a court of competent jurisdiction. (d) In the event that the Escrow Agent is required to make any payment in respect of a Subject Stockholder to any Indemnified Person pursuant to the terms of Section 5(c) above, then such payment shall be made by the Escrow Agent subject to and in accordance with the following procedure: (i) the Escrow Agent shall make such payment on the fifth (5th) Business Day (provided that in the event of a Cash Substitution or Stock Substitution during such period with respect to which a Section 3 Objection or Section 4 Objection is given, then the date will be the fifth day following the date such objection is resolved or as soon as thereafter practicable pursuant to Section 11 hereof) following the occurrence of the 8 first to occur of the events contemplated in Section 5(c)(i) or (ii), (the "Payment Date"); (ii) during the four (4) Business Days prior to the Payment Date the Subject Stockholder may, at its option, engage in a Cash Substitution or Stock Substitution by giving a Cash Substitution Notice or a Stock Substitution Notice pursuant to Section 3 or 4 hereof and the Payment Date will be appropriately extended to the minimum extent necessary to permit such Cash Substitution or Stock Substitution to occur; (iii) the Subject Stockholder may, at its option by written notice to the Escrow Agent, specifying who shall deliver a copy to the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(jno later than one Business Day after receipt thereof, given not less than four (4) Business Days prior to the Payment Date, elect to have any amount to be paid hereunder, paid in either cash from the Escrow Account, Deposited Shares, or a combination thereof (provided that in the event of the Purchase Agreement. The Indemnifying Sellers shall have a period failure of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing to receive any such Buyer Indemnification Claim (a “Rejection Notice”) notice prior to 5:00 p.m.the fifth day preceding the Payment Date, Eastern Timesuch payment will be made first in cash from the Escrow Account and then from the Deposited Shares); (iv) for the purpose of making any payment in Deposited Shares, by the expiration same shall be valued at Market Value determined as of the period ending close of business on the fifteenth fourth day preceding the Payment Date; and (15thv) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodexecuting funds transfers, the Escrow Agent shall release from the Escrow Account by wire transfer to an will rely upon account numbers or accounts designated by the Buyerother identifying numbers of a Stockholder or Indemnified Person or its bank, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Noticerather than names. The Escrow Agent shall not inquire into be liable for any loss, liability or consider whether expense resulting from any error made by a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment Stockholder or Indemnified Person with respect to an applicable Indemnification Notice only (1) account number or other identifying number provided it has accurately followed written instructions from the Stockholder or Indemnified Person in accordance with the disbursement provisions set forth above. The Escrow Agent will confirm the instructions set forth in such written instructions with the authorized individuals making such request at the authorized telephone numbers appearing above each such individual's name. The Escrow Agent will verify by telephone all payment orders unless they call for a Joint Written Instruction transfer to a pre-identified account. (as defined belowe) Notwithstanding anything to the contrary contained herein, the Stockholders and IPL will not take any action pursuant to this Agreement which would constitute or result in any assignment of a Federal Communications Commission ("FCC") license or any change of control of any FCC licensee, whether de facto or de jure, if such assignment of license or change of 9 control would require under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval of the FCC. The parties hereto hereby agree that voting rights in the Deposited Shares transferred to IPL hereunder will remain in each Stockholder unless any required approval of the FCC shall be obtained to the transfer of voting rights. The Stockholders hereby agree to take such action as IPL may reasonably request in order to complete any transfer of Deposited Shares contemplated hereby, including specifically, at IPL's cost and expense, the use of each Stockholders reasonable efforts to assist in obtaining the approval of the FCC for any action or transaction contemplated hereby which is then required by law, and specifically, without limitation, upon request, to prepare, sign and file with the FCC the assignor's or transferor's portion of any application or applications for consent to the assignment of license or transfer of control necessary or appropriate under the FCC's rules and regulations for approval of (a) any sale or sales of Deposited Shares by or on the Business Day immediately following behalf of the Escrow Agent’s receipt thereofAgent pursuant hereto, or (2b) any assumption by IPL of voting rights or management rights in the Deposited Shares effected in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersherewith. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time During the term of this Agreement, iCAD shall deliver each Claim Notice to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers Seller and the Escrow Agent, specifying such delivery to be in accordance with the nature and dollar amount, notice provisions of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase this Escrow Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (iib) If Upon receipt of any Claim Notice, Escrow Agent shall promptly make entries or notations in the Indemnifying Sellers do not Escrow Account records relating to the Escrow Shares, indicating that Escrow Shares with a value (as calculated in accordance with Section 4(c)) in the amount of the Claim Amount are reserved to satisfy such Claim, and identifying the date and number of such Claim Notice. (c) Within twenty (20) days of receipt by Seller of any Claim Notice, Seller shall deliver a noticeClaim Response to iCAD and Escrow Agent, such delivery to be in accordance with the notice provisions of this Escrow Agreement. If, in the form attached hereto as Exhibit Iconnection with a Claim Notice, Seller fails to the Buyer and the Escrow Agent disputing such Buyer Indemnification deliver a Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, Response by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period twentieth (the “Rejection Notice Period”)20th) day following receipt by Seller of a Claim Notice, then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from distribute to iCAD out of the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether Shares with a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. value (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) as calculated in accordance with a Joint Written Instruction (as defined belowSection 4(c), on ) equal to the Business Day immediately following lesser of the Claim Amount or the number of Escrow Shares remaining in the Escrow Agent’s receipt thereof, Account. Any such distribution shall be made on or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on before the third (3rd) Business Day following the expiration of such twenty (20) day period. Escrow Agent’s receipt Agent shall continue to hold any Escrow Shares remaining in the Escrow Account following the distribution of any Escrow Shares pursuant to any Claim Notice in accordance with the terms of this Escrow Agreement. (d) If Seller delivers a timely Claim Response with respect to all or any portion of a Claim Notice, Escrow Agent shall not disburse, and shall continue to hold in the Escrow Account, the Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to the Claim Amount or the disputed portion thereof, provided as the case may be, pending receipt of either (i) a Joint Written Direction or (ii) a notice from either iCAD or Seller stating that the Buyer shall simultaneously provide such Claim Notice has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered (a “Judgment Notice”) which is accompanied by a copy of a final order of such Certificated Final Order court, pursuant to which such court has determined whether and the accompanying instruction to what extent iCAD is entitled to the Indemnifying Sellersamount requested in the Claim Notice. Upon receipt of a Joint Written Direction or a Judgment Notice, as applicable, Escrow Agent shall thereafter act in accordance with Section 5(e), or Section 5(f) below, as applicable. (ive) If Upon receipt by Escrow Agent of a Joint Written Direction, if such Joint Written Direction indicates that iCAD is entitled to a distribution of Escrow Shares in respect of all or any Rejection Notice includes an objection to only a portion of the Claim Notice, then Escrow Agent shall release from the Escrow Account and distribute to iCAD the number of Escrow Shares with a Buyer Indemnification Claimvalue (as calculated in accordance with Section 4(c)) equal to the amount indicated in such Joint Written Direction (up to a maximum of the number of the Escrow Shares then remaining in the Escrow Account). Such distribution shall be made on or before the third (3rd) Business Day following the date on which such Joint Written Direction is received by Escrow Agent. If such Joint Written Direction indicates that iCAD is not entitled to all or any portion of the amount claimed in such Claim Notice (a “Discharge Notice”), then the Escrow Agent shall promptly release out (i) distribute to iCAD that number of Escrow Shares, if any, with a value (as calculated in accordance with Section 4(c)) equal to the amount claimed in such Claim Notice that Escrow Agent is instructed to distribute to iCAD pursuant to such Joint Written Direction (as set forth in the foregoing sentence) and (ii) continue to hold Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to which iCAD was determined not to be entitled in accordance with the terms of the Joint Written Direction until such Escrow Fund Shares are to be disbursed in accordance with the terms of this Escrow Agreement. (f) If Escrow Agent has received a Judgment Notice with respect to any Claim Notice, then Escrow Agent shall release from the Escrow Account by wire transfer and distribute to an account designated by the Buyer an amount iCAD Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to the amount due iCAD, as explicitly set forth in such Judgment Notice (up to a maximum of the Escrow Shares then remaining in the Escrow Account). Such distribution will be made on or before the third (3rd) Business Day following the date on which Escrow Agent receives such Judgment Notice. If such Judgment Notice indicates that iCAD is not entitled to all or any portion of the Buyer Indemnification Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to the amount claimed in the Claim for Notice, then Escrow Agent shall continue to hold the Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal the amount to which there is no objection. (v) For purposes iCAD was determined not to be entitled in accordance with the Judgment Notice until such Escrow Shares are to be disbursed in accordance with the terms of this Escrow Agreement:.

Indemnification Claims. (i) From time Indemnification Claims shall be asserted and resolved as set forth in the Merger Agreement. Subject to time before 5:00 p.m., Eastern Timethe terms of this Section 3(a), on each occasion on which a Purchaser Indemnified Person makes an Indemnification Claim under the last Business Day immediately preceding the Release Date (as defined below)Merger Agreement, the Buyer may give notice (the “Indemnification Notice”) Purchaser shall deliver to the Indemnifying Sellers Securityholders' Representative and Escrow Agent a written notice setting forth the nature of such Indemnification Claim and the amount of such claim (a "Draw-Down Request"). For the convenience of the Escrow Agent, specifying Article IX of the nature and dollar amountMerger Agreement is restated in its entirety as Exhibit B attached hereto. The Escrow Agent shall notify the Securityholders' Representative promptly upon receiving any Draw-Down Request. Notwithstanding anything contained in this Agreement to the contrary, the Purchaser agrees that the Purchaser Indemnified Persons shall only be entitled to receive payments out of the Escrow Account with respect to a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller particular Securityholder's obligations under Section 8.1(j9.2(a) or Section 9.2(b) of the Purchase Agreement. The Indemnifying Sellers Merger Agreement if and to the extent that such Securityholder has a positive Securityholder Escrow Account Balance (which Securityholder Escrow Account Balance shall have consist only of a period Securityholder's Pro Rata Share of sixty the Aggregate Indemnity Escrow Shares, as determined in accordance with Sections 1(c) and (60d) days hereof, and shall not include any of his Pro Rata Share of the Aggregate First Tranche Shares to which he may be entitled) and then only to the extent permitted by the limitations set forth in Article IX of the Merger Agreement (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim"Payment Limitations"). (ii) If Except as provided in clause (iii) below, within five (5) days after receipt by the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer Securityholders' Representative and the Escrow Agent disputing such Buyer Indemnification Claim of a Draw-Down Request, the Securityholders' Representative may deliver to the Purchaser and the Escrow Agent a written objection to all or any part (a “Rejection Notice”) prior to 5:00 p.m.including, Eastern Timebut not limited to, by the expiration reason of a claim made in excess of the period ending on Securityholder Escrow Account Balance for any Securityholder or contrary to the fifteenth terms of Article IX of the Merger Agreement) of the Draw-Down Request (15than "Objection"). (iii) Business Day following If, in connection with a Draw-Down Request for indemnification under Section 9.2(a) or Section 9.2(b) of the Merger Agreement, the Securityholders' Representative fails to deliver an Objection by the end of the Sellers Reviewing Period fifth (5th) day following the “Rejection Notice Period”)receipt by the Securityholders' Representative of such Draw-Down Request, then the dollar amount Escrow Agent shall deliver to the applicable Purchaser Indemnified Person out of the Buyer Indemnification Claim set forth Escrow Account such number of Aggregate Indemnity Escrow Shares as have an aggregate Deemed Value equal to the amount requested in the Draw-Down Request (subject to the respective Payment Limitations applicable Indemnification Notice of the Buyer with respect to each Securityholder). Any such delivery shall be deemed conclusive for purposes made on or before the third (3rd) day following the expiration of such five (5) day period. The Escrow Agent shall continue to hold any Aggregate Indemnity Escrow Shares remaining in the Escrow Account following the payment of any Draw-Down Request in accordance with the terms of this Agreement. (iv) If the Securityholders' Representative delivers a timely Objection with respect to all or any portion of a Draw-Down Request, the Escrow Agent shall not disburse, and on shall continue to hold in the Business Day immediately following expiration Escrow Account, the amount requested in the Draw-Down Request or the disputed portion thereof, as the case may be, pending receipt of either (A) written payment instructions signed by the Purchaser and the Securityholders' Representative specifying the agreement of the Rejection Notice Periodparties as to the action to be taken by the Escrow Agent in respect of such Draw-Down Request (the "Payment Instructions") or (B) a notice from the Purchaser and the Securityholders' Representative stating that such Draw-Down Request has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered (a "Judgment Notice") which is accompanied by a copy of a final, non-appealable order of such court (an "Order"), pursuant to which such court has determined whether and to what extent the Purchaser Indemnified Person is entitled to the amount requested in the Draw Down Request. Upon receipt of Payment Instructions or a Judgment Notice, as applicable, the Escrow Agent shall thereafter act in accordance with Section 3(a)(v) or Section 3(a)(vi) below, as applicable. (v) Upon receipt by the Escrow Agent of Payment Instructions, if such Payment Instructions indicate that the Purchaser Indemnified Person is entitled to payment in respect of all or any portion of the applicable Draw-Down Request, then the Escrow Agent shall release from the Escrow Account and deliver to such Purchaser Indemnified Person the number of such Aggregate Indemnity Escrow Shares as have a Deemed Value as are indicated by wire transfer such Payment Instructions (subject to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the respective Payment Limitations applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to each Securityholder). Such delivery shall be made on or before the fifth (5th) day following the date on which such Payment Instructions are received by the Escrow Agent. If such Payment Instructions indicate that the Purchaser Indemnified Person is not entitled to all or any portion of the Aggregate Indemnity Escrow Shares claimed in such Draw-Down Request (a Buyer Indemnification Claim"Discharge Notice"), then the Escrow Agent shall make payment (A) deliver to the Purchaser Indemnified Person that portion, if any, of the Aggregate Indemnity Escrow Shares claimed in the Draw-Down Request to which such Purchaser Indemnified Person is entitled, and (B) continue to hold the remaining amount of such Aggregate Indemnity Shares in the Escrow Account in accordance with the terms of this Agreement until such Aggregate Indemnity Escrow Shares are to be delivered in accordance with the terms hereof. (vi) If the Escrow Agent has received a Judgment Notice and an Order with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below)any particular Draw-Down Request, on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, then the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer and deliver to the applicable Purchaser Indemnified Person(s) such number of Escrow Shares as have an account designated by the Buyer an amount aggregate Deemed Value equal to the amount due such Purchaser Indemnified Person(s), as indicated in such Order (subject to the respective Payment Limitations applicable with respect to each Securityholder). Such delivery will be made on or before the fifth (5th) day following the date on which the Escrow Agent received such Order. If such Order indicates that the applicable Purchaser Indemnified Person(s) is not entitled to all or any portion of the Buyer Indemnification Claim for Aggregate Indemnity Escrow Shares claimed in the Draw-Down Request (a "Determination Discharge"), then the Escrow Agent shall continue to hold the amount of such Aggregate Indemnity Escrow Shares to which there is no objection. (vsuch Purchaser Indemnified Person(s) For purposes was determined not to be entitled in accordance with the terms of this Agreement:Agreement until such Aggregate Indemnity Escrow Shares are to be delivered in accordance with the terms hereof.

Indemnification Claims. (ia) From time If any Parent Indemnitee desires to time before 5:00 p.m.seek indemnification under Section 10 of the Merger Agreement and makes a claim against the applicable Escrow Properties with respect thereto, Eastern TimeParent shall deliver, on the last Business Day immediately preceding the Release Date in good faith, a written demand (as defined below), the Buyer may give notice (the an “Indemnification NoticeDemand”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer Stockholders’ Representative and the Escrow Agent disputing such Buyer Indemnification Claim which contains (i) a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by description and the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period amount (the “Rejection Notice PeriodAsserted Damages Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent Indemnitee, (ii) a statement that the Parent Indemnitee is entitled to indemnification under Section 10 of the Merger Agreement for such Damages and a reasonable explanation of the basis therefor (including an identification of the the applicable Escrow Property and Escrow Account that Parent is pursuing an indemnification claim against), then and (iii) a demand for payment in the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Noticesuch Asserted Damages Amount. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with be authorized to release any Escrow Property to any Parent Indemnitee to satisfy the requirements Asserted Damages Amount unless and until the Escrow Agent receives the joint written instruction of the Purchase Stockholders’ Representative and Parent. (b) The Stockholders’ Representative and Parent shall comply with Section 10.6 of the Merger Agreement in determining what portion, if any, of the Asserted Damages Amount should be paid to Parent from the Escrow Property and thereafter, the Stockholders’ Representative and Parent shall provide joint written instruction to the Escrow Agent to disburse Escrow Property in accordance with Section 10.6 of the Merger Agreement. (iiic) If From time to time, Escrow Agent shall transfer Escrow Property in an Escrow Account to Parent upon the joint instructions of the Stockholders’ Representative and Parent as all or any portion of Parent’s claim subject to an Indemnification Claim is finally settled or arbitrated in accordance with the Merger Agreement. The parties hereto expressly agree that upon a Rejection Notice is given with respect Final Determination, Parent and the Stockholders’ Representative shall promptly (but no in event later than five (5) days after the occurrence of such Final Determination) deliver to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an joint, written instructions regarding the release of the applicable Indemnification Notice only (1) Escrow Property in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated such Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersDetermination. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time On each occasion on which Parent determines in good faith that any Buyer Indemnified Party is entitled to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, payment of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) the Sellers or MFFB in accordance with Article XI of the Purchase Agreement, Parent or Buyer may deliver to the Sellers, MFFB, and the Escrow Agent a written request for the payment of such amount (“Draw-Down Request”). The Indemnifying Sellers Draw-Down Request shall have a period set forth the amount requested and, in reasonable detail, the specific basis (to the extent known) for the determination of sixty (60) days (the “Sellers Reviewing Period”) in which amount of the claim and why such Buyer Indemnified Party is entitled to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimpayment of such amount. (ii) If Within five (5) Business Days after receipt by the Indemnifying Sellers do not and the Escrow Agent of any Draw-Down Request, the Sellers or MFFB may deliver a noticeto Parent, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim a written objection to all or any part of the Draw-Down Request (a “Rejection NoticeObjection”). (iii) prior If, in connection with any Draw-Down Request, the Sellers fail to 5:00 p.m., Eastern Time, deliver an Objection by the expiration end of the period ending on the fifteenth fifth (15th5th) Business Day following the end receipt by the Sellers of a Draw-Down Request, the Escrow Agent shall pay to the applicable Buyer Indemnified Party out of the Escrow Account an amount equal to the amount requested in the Draw-Down Request, in accordance with Section 3(c) of this Agreement. Any such payment shall be made on or before the third (3rd) Business Day following the expiration of such five (5) day period. (iv) If the Sellers Reviewing Period deliver a timely Objection with respect to all or any portion of a Draw-Down Request, the Escrow Agent shall not disburse, and shall continue to hold in the Escrow Account, the amount requested in the Draw-Down Request or the disputed portion thereof, as the case may be, pending receipt of either (A) written payment instructions signed by Parent and the Sellers specifying the agreement of the Parties as to the action to be taken by the Escrow Agent in respect of such Draw-Down Request (the “Rejection Notice PeriodPayment Instructions”) or (B) a notice from Parent and the Sellers stating that such Draw-Down Request has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered (“Judgment Notice”) which is accompanied by a copy of a final, non-appealable order of such court (“Order”), then pursuant to which such court has determined whether and to what extent the dollar Buyer Indemnified Party is entitled to the amount requested in the Draw-Down Request. Upon receipt of Payment Instructions or a Judgment Notice, the Escrow Agent shall thereafter act in accordance with Section 3(b)(v) or Section 3(b)(vi) below, as applicable. (v) If the Escrow Agent receives Payment Instructions indicating that a Buyer Indemnified Party is entitled to payment in respect of all or any portion of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice PeriodDraw-Down Request, the Escrow Agent shall release from the Escrow Account and deliver to such Buyer Indemnified Party such amount as is indicated by wire transfer to an account or accounts designated by the Buyer, the dollar amount such Payment Instructions in accordance with Section 3(c) of the Buyer Indemnification Claim in the applicable Indemnification Noticethis Agreement. The Escrow Agent shall not inquire into deliver the amounts due to the Buyer Indemnified Party on or consider whether before the fifth (5th) Business Day following the date on which the Escrow Agent receives such Payment Instructions. If the Payment Instructions indicate that a Buyer Indemnification Claim complies with the requirements Indemnified Party is not entitled to all or any portion of the Purchase Agreement. amount claimed in such Draw-Down Request (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim“Discharge Notice”), then the Escrow Agent shall make payment (A) deliver to the Buyer Indemnified Party that portion, if any, of the amount claimed in the Draw-Down Request to which such Buyer Indemnified Party is entitled, in accordance with Section 3(c) of this Agreement, and (B) continue to hold the remaining amount of such Aggregate Escrow Shares and Aggregate Cash Amount in the Escrow Account in accordance with the terms of this Agreement. (vi) If the Escrow Agent receives a Judgment Notice and an Order with respect to an any Draw-Down Request, then the Escrow Agent shall release from the Escrow Account and deliver to the applicable Indemnification Notice only (1) Buyer Indemnified Party such amount from the Escrow Account equal to the amount due such Buyer Indemnified Party, as indicated in such Order in accordance with a Joint Written Instruction (as defined below), on Section 3(c) of this Agreement. The Escrow Agent shall deliver the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from amounts due to the Buyer directing payment with respect thereto, Indemnified Party on or before the third fifth (3rd5th) Business Day following the date on which the Escrow Agent’s receipt thereof, provided Agent receives such Order. If such Order indicates that the applicable Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction Indemnified Party is not entitled to the Indemnifying Sellers. (iv) If all or any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claimthe amount claimed in the Draw-Down Request (“Determination Discharge”), then the Escrow Agent shall promptly release out (A) deliver to the Buyer Indemnified Party that portion, if any, of the amount claimed in the Draw-Down Request to which such Buyer Indemnified Party is entitled, in accordance with Section 3(c) of this Agreement, and (B) continue to hold the remaining amount of such Aggregate Escrow Fund from Shares and Aggregate Cash Amount in the Escrow Account by wire transfer to an account designated by in accordance with the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes terms of this Agreement:.

Indemnification Claims. (i) From At any time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) prior to the Indemnifying Sellers Final Scheduled Release Date, Buyer shall notify (which notice shall set forth the amount of estimated Losses) the Escrow Agent and the Escrow AgentCompany in writing of any Indemnification Claim for which Buyer or any of Buyer’s Other Indemnified Persons seeks indemnification out of the Escrowed Funds under the Purchase Agreement, specifying the nature and dollar amount, including a copy of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has notice made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Company shall have deliver to Buyer and the Escrow Agent a period written response to any Indemnification Claim asserted by Buyer (or any of sixty Buyer’s Other Indemnified Persons) within 30 days after receipt by the Company of such notice of Indemnification Claim (60) days (such date of receipt, the “Sellers Reviewing PeriodNotification Date”). Such written response shall specify either (x) in which that (and the extent to review which) the Company consents to the payment of such Indemnification Notice provided Claim asserted by Buyer (or any of Buyer’s Other Indemnified Persons) or (y) that the Buyer Company objects to the payment of such Indemnification Claim and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimstating its reasons for objecting. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, (and to the extent that) the Company consents to the payment of any portion of an Indemnification Claim, Buyer and the Company shall deliver to the Escrow Agent disputing Agent, as promptly as is reasonably practicable under the circumstances, but in all events within five Business Days after the Company consents to such Indemnification Claim, a Direction Letter specifying the amount that the Company has consented to be paid to Buyer (or any of Buyer’s Other Indemnified Persons) with respect to such Indemnification Claim (a to the extent of such consent, an “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice PeriodAllowed Indemnification Claim”), then . Subject to the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodlimitations herein, the Escrow Agent shall release from promptly pay the Escrow Account Allowed Indemnification Claim to Buyer (or, if directed in writing by wire transfer to an account or accounts designated by the Buyer, the dollar amount to any of Buyer’s Other Indemnified Persons) out of the Buyer Indemnification Claim Escrowed Funds in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies accordance with the requirements of the Purchase Agreementthat Direction Letter. (iii) If the Company objects to the payment of an Indemnification Claim (or any portion thereof) (each such Indemnification Claim or portion thereof being a Rejection Notice is given “Disputed Indemnification Claim”), then Buyer and the Company shall deliver a Direction Letter pursuant to Section 3(a)(ii) with respect to a Buyer the payment of the undisputed portion (if any) of such Indemnification Claim. After the date the Company objects to the payment of the Disputed Indemnification Claim, then Buyer (or any of Buyer’s Other Indemnified Persons) may commence an action to obtain payment out of the Escrowed Funds with respect to such Disputed Indemnification Claim. No later than five Business Days following the final resolution of the Disputed Indemnification Claim (whether by order, judgment, decree, settlement, arbitration award or otherwise from which no appeal may be taken, whether because of lapsed time or otherwise), Buyer and the Company shall deliver a Direction Letter to the Escrow Agent directing payment of such Disputed Indemnification Claim and the Escrow Agent shall make payment with respect promptly pay such Disputed Indemnification Claim to an applicable Indemnification Notice only Buyer (1or, if directed in writing by Buyer, to any of Buyer’s Other Indemnified Persons) out of the Escrowed Funds in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersDirection Letter. (iv) If any Rejection Notice includes the Company fails to respond in writing in accordance with Section 3(a)(i) to a notice of an objection Indemnification Claim pursuant to only a portion Section 3(a)(i) within 30 days of a Buyer the applicable Notification Date, then the Company shall be deemed to have agreed to the validity of the Indemnification ClaimClaim for the amount thereof, and to have consented to the payment thereof. The Escrow Agent shall promptly release out make payment of the Escrow Fund such amount from the Escrow Account Escrowed Funds to Buyer (or, if directed in writing by wire transfer Buyer, to an account designated by any of Buyer’s Other Indemnified Persons) in accordance with Buyer’s written instructions, which instructions shall be consistent with the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionClaim. (v) For purposes The procedures in this Section 3(a) relate solely to the process for Buyer or any of Buyer’s Other Indemnified Persons to receive indemnification of Indemnification Claims out of the Escrowed Funds. Nothing in this Agreement shall limit Buyer or any other of Buyer’s Other Indemnified Persons from making any other claims directly against the Company or Seller that are permitted by the terms and conditions of the Purchase Agreement:.

Indemnification Claims. (ia) From Parent may at any time, or from time to time, during the period from and after the date of this Agreement until 5:00 p.m. eastern time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding Xxxxxx Termination Date or the Release General Escrow Termination Date (as defined belowapplicable), deliver to the Buyer may give Escrow Agent and the Company Shareholders’ Representative written notice (the an “Indemnification Notice”) asserting that one or more Parent Indemnified Parties are entitled to indemnification under Article IX of the Stock Purchase Agreement, which Indemnification Notice shall state in reasonable detail, the basis and amount of such indemnification claim, whether it is to be paid from the Xxxxxx Escrow Account or the General Escrow Account, and the portion of the Escrowed Assets, including the amount of Escrowed Shares, to be disbursed. Subject to the Indemnifying Sellers and provisions of this Section 3.3, the Escrow AgentAgent shall disburse to Parent from the specified Escrow Account the portion of Escrowed Assets (including the number of Escrowed Shares), specifying as set forth in the nature and dollar amountIndemnification Notice. The foregoing notwithstanding, in the event that within thirty (30) days after receipt by the Escrow Agent of a claim relating to any claim for indemnification an Indemnification Notice (the “Dispute Period”), the Escrow Agent receives written notice (a “Buyer Indemnification ClaimDispute Notice”) from the Company Shareholders’ Representative that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) dispute exists with respect to any such indemnification claim, which Dispute Notice shall state the basis of such dispute and the portion of the Purchase Agreement. The Indemnifying Sellers Escrowed Assets subject to such indemnification claim as to which no dispute exists, the Escrow Agent shall have a period continue to hold that portion of sixty (60the subject Escrowed Assets that is in dispute and shall disburse to Parent the Escrowed Assets as to which no dispute exists until otherwise directed pursuant to Section 3.3(b) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimbelow. (iib) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (receives a “Rejection Notice”) Dispute Notice prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Dispute Period, the Escrow Agent shall release from retain the disputed portion of the Escrowed Assets until the first to occur of (i) the date on which the Escrow Account by wire transfer to an account or accounts designated by Agent receives Joint Instructions with respect thereto and (ii) the Buyer, date on which the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into receives an Arbitration Award or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given Court Order with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersdisputed claim. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. The indemnified party shall provide the indemnifying party prompt notice ("Demand") of any such claims of liability with reasonable promptness and the indemnifying party, at its election, shall have the right of defense in such proceedings, by counsel of its own choosing, at the indemnifying party's expense. The indemnified party shall cooperate fully in all reasonable respects with the indemnifying party in any such defense, including by making available to the indemnifying party all pertinent information under the control of the indemnified party. If the indemnifying party does not agree by written notice to defend the indemnified party within five (5) Business Days of the Demand, then the indemnified party may defend or settle such claim or action at the indemnifying party's sole cost and expense in such manner as the indemnified party deems appropriate, in its sole discretion. If the indemnifying party agrees to defend the indemnified party within such time period, then the indemnifying party may defend, but not settle, a claim without waiving its right to assert that such claim is not subject to the indemnity agreements in this Section 12, unless such settlement: (i) From time involves only the payment of money [subject to time before 5:00 p.m., Eastern Time, on Section 12.01(b)] and (ii) the last Business Day immediately preceding indemnifying party obtains a reasonably satisfactory release from the Release Date (as defined below)third party in favor of both the indemnifying party and the indemnified party. If the indemnifying party elects to defend a claim, the indemnified party may, at the indemnified party's expense, participate in such matter with counsel of the indemnified party's own choosing. Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agentwill not destroy any books, specifying the nature and dollar amount, of a claim records or files relating to any claim for indemnification (a “Business which are transferred to Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) as part of the Purchase Agreement. The Indemnifying Sellers shall have Property for a period of sixty seven (607) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information years from the Closing Date. Following the Closing Date, Seller and its agents and representatives shall have access to these items, during Business Hours and after reasonable notice to Buyer, for legitimate business reasons, including use in litigation, tax and other matters. Seller shall be entitled to copy these books, records or files at its expense. At Seller's expense, Buyer regarding shall also make available to Seller, without the Buyer Indemnification Claim. (ii) If necessity of subpoena, current employees of the Indemnifying Sellers do not deliver a noticeBusiness who previously worked for Seller whose assistance is required in litigation, in the form attached hereto as Exhibit I, tax and other matters relating to the Buyer Business. Buyer, at its expense, shall be entitled to reasonable cooperation from Seller during Business Hours following reasonable notice in connection with financial, tax and similar matters relating to the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) Business which arose prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementClosing Date. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. If (a) a claim is brought by a Third Party alleging patent infringement by DARA, its Affiliates, or their Sublicensees with respect to the development, manufacture, use, sale, offer for sale or importation of Products, (b) a civil action is brought by a Third Party arising out of or relating to the practice of the Licensed Patents, or (c) any Third Party challenges the validity of any claims of any Licensed Patent, each Party will give prompt written notice to the other Party of such claim (collectively, an “Indemnification Claim”). DARA will, at its sole cost and expense, (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer defend such Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. , (ii) If assume all costs, expenses, damages and other obligations for payments incurred in connection with such Indemnification Claim, and (iii) indemnify and hold harmless Nuada and its managers, members, Affiliates, successors and assigns from and against any and all damages, losses, liabilities and costs relating to or arising out of such Indemnification Claim. DARA shall be free to enter into a settlement, consent judgment, or other voluntary disposition of such Indemnification Claim, provided that any settlement, consent judgment or other voluntary disposition of such Indemnification shall (x) contain a full and unconditional release of Nuada and its managers, members, Affiliates, successors and assigns, (y) not subject Nuada to any liability or obligation and (z) not admit fault or wrongdoing on the Indemnifying Sellers do not deliver a noticepart of Nuada. Nuada agrees to cooperate with DARA, at DARA’s expense, in the form attached hereto as Exhibit I, any reasonable manner deemed by DARA to be necessary in defending any such Indemnification Claim. DARA shall reimburse Nuada for any reasonable out of pocket expenses incurred in providing such assistance. Any recovery or damages received by DARA in any action or settlement under this Section 6.2.1 with respect to the Buyer rights licensed under this Agreement shall be used first to reimburse the Parties for unreimbursed reasonable, documented expenses incurred in connection with such action, and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer remainder shall be deemed conclusive for purposes Net Sales subject to royalties under Section 4.3. Notwithstanding the foregoing, either Party, at its expense, shall have the right to be represented by counsel of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated its choice in any such proceeding controlled by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementother Party. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time To recover Damages under the indemnification obligations set forth in Section 10.1, an Indemnified Person must deliver to time the Indemnifying Person on or before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date a certificate signed by any authorized representative of the Indemnified Person (as defined below), the Buyer may give notice (the an “Indemnification NoticeClaim Certificate”) stating that Damages exist with respect to the Indemnifying Sellers indemnification obligations set forth in Section 10.1, and specifying in reasonable detail (based on the information then known) the individual items of such Damages included in the amount so stated, and the Escrow Agentmisrepresentation, specifying breach of warranty, covenant or claim to which such item is related, including the nature and dollar amount, relevant Section of a claim relating to any claim for indemnification this Agreement. (a “Buyer Indemnification Claim”b) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Person shall have a period of sixty thirty (6030) days (from and after delivery of any Claim Certificate to deliver to the “Sellers Reviewing Period”) Indemnified Person a response, in which the Indemnifying Person shall: (i) agree that the Indemnified Person is entitled to review receive all of the Indemnification Notice provided requested Damages (in which case, for claims by Purchaser, unless the Indemnity Escrow Amount has already been released, the response shall be accompanied by written notice executed by the Buyer and Shareholders’ Agent instructing the Escrow Agent to request reasonable additional information from disburse the Buyer regarding requested Damages to Purchaser) or (ii) dispute that the Buyer Indemnification ClaimIndemnified Person is entitled to receive the requested Damages. (iic) If the Indemnifying Sellers do Person has not deliver delivered a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by response before the expiration of the thirty (30) day period ending on referred to in Section 10.2(b) disputing any claim or claims made in the fifteenth Claim Certificate, the Indemnified Person shall, subject to the provisions of this Section 10, be entitled to recover such Damages and, for claims by Purchaser, if the Indemnity Escrow Amount has not yet been released, receive from the Indemnity Escrow Amount a portion of such Indemnity Escrow Amount having a value equal to such Damages and such amount shall no longer be payable to the Shareholders. (15thd) Business Day following If the end Indemnifying Person disputes any claim or claims made in any Claim Certificate, the Indemnified Person shall have thirty (30) days to respond in a written statement to the objection of the Sellers Reviewing Period Indemnifying Person. If after such thirty (30) day period there remains a dispute as to any claims, the “Rejection Notice Period”), then Indemnifying Person and the dollar amount Indemnified Person shall attempt in good faith for thirty (30) days to agree upon the rights of the Buyer Indemnification Claim set respective parties with respect to each of such claims. If the Indemnifying Person and the Indemnified Person should so agree, a memorandum setting forth in the applicable Indemnification Notice of the Buyer such agreement shall be deemed conclusive prepared and signed by Indemnifying Person and the Indemnified Person and, for purposes of this Agreementclaims made by Purchaser, and on the Business Day immediately following expiration of the Rejection Notice Period, shall be delivered to the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification NoticeAgent. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with be entitled to rely on any such memorandum for (i) the requirements release of any part of the Purchase Agreement. Indemnity Escrow Amount to Purchaser or (iiiii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then following the Escrow Agent shall make payment with respect Termination Date, the distribution of any part of the Indemnity Escrow Amount to an applicable Indemnification Notice only (1) the Shareholders in proportion to their respective Pro Rata Portion in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following terms of such memorandum and the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersAgreement. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), After any portion of a claim for indemnification by the Buyer may give (on behalf of itself or any other Indemnitee) becomes an Established Claim and no later than three business days thereafter, Buyer, Helix and Sellers (acting through the Sellers’ Representative) shall jointly deliver a notice to the Escrow Agent (the a “Indemnification Joint Notice”) directing the Escrow Agent to make payment to the Indemnifying Sellers Buyer from the Indemnification Escrow Fund, and the Escrow Agent, specifying upon receipt of the nature and dollar amountJoint Notice, shall promptly deliver to the Buyer the amount of a claim relating to the Established Claim (or, if at such time there remains in the Indemnification Escrow Fund less than the full amount so payable, the full amount remaining in the Indemnification Escrow Fund). As used in this Escrow Agreement, “Established Claim” means any portion of any claim for indemnification by the Buyer (a “Buyer Indemnification Claim”on behalf of itself or any other Indemnitee) that is (i) not disputed through a Buyer Indemnified Person Claim Dispute Notice, (ii) resolved by mutual resolution of the Parties, or (iii) has made against an Indemnifying Seller under Section 8.1(jbeen sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, each claim for indemnification by the Buyer (on behalf of itself or any other Indemnitee) shall be subject to the limitations, procedures and obligations set forth in the Purchase Agreement. The Indemnifying Sellers shall have In the event (a) a period final determination (after exhaustion of sixty (60any appeals) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by a court of competent jurisdiction provides that no portion of a claim for indemnification by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (iion behalf of itself or any other Indemnitee) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, requires payment to the Buyer or, (b) if after a payment to the Buyer of an Established Claim, there remains in escrow any portion of the Indemnification Escrow Fund, Buyer, Helix and Sellers (acting through the Sellers’ Representative) shall, within three business days thereof, provide Escrow Agent disputing such Buyer with Release Instructions as to any amounts remaining in the Indemnification Claim Escrow Fund (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by less the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth payment in the applicable Indemnification Notice case of (b)), that would have been the subject of prior release instructions pursuant to Section 3 hereof, but for the delivery of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Officer’s Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementCertificate. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From At any time and from time to time before 5:00 p.m.until January 20, Eastern Time2016 (the “Termination Date”), on the last Business Day immediately preceding the Release Date Buyer may, under appropriate circumstances (as defined belowsuch are governed by the terms and conditions of the Purchase Agreement), the Buyer may give written notice (the “Indemnification Notice”) to the Indemnifying Sellers Pxxxxxx and the Escrow Agent, Agent specifying the nature and dollar amount, amount of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a for which Buyer Indemnified Person has made against an Indemnifying Seller asserts entitlement to indemnification under Section 8.1(j) the terms and conditions of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which If Pxxxxxx does not deliver written notice to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Counter Indemnification Notice”) prior to 5:00 p.m., Eastern Time, by the expiration within ten (10) days after Escrow Agent’s receipt of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”)Indemnification Notice, then the dollar amount of the Buyer Indemnification Claim set forth in the applicable such Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Escrow Agreement, and on and, at the Business Day immediately following expiration end of the Rejection Notice Periodsuch ten-day (10) period, the Escrow Agent shall release deliver to Buyer from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, Amount the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice, if any monies remain in the Escrow Amount. The Escrow Agent shall not inquire into a Claim, or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement, but shall rely conclusively and without inquiry on each Indemnification Notice. (iiiii) If a Rejection Counter Indemnification Notice is given with respect delivered by Pxxxxxx to a Buyer Indemnification Claimand Escrow Agent, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice the respective Claim only (1A) in accordance with joint written instructions of Pxxxxxx and Buyer or (B) after a Joint Written Instruction decision has been rendered by a court of competent jurisdiction to enforce an award with respect to the amount of such Claim, and then in accordance with such decision (as defined belowincluding all interest earned on such awarded amount). If Escrow Agent obeys or complies with any such order, on judgment or decree of any court, Escrow Agent shall not be liable to Pxxxxxx, Buyer or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (iii) Any Claim (A) which has been made before the Business Day immediately following the Escrow Agent’s receipt thereofTermination Date or (B) which is described in Section 5(a)(ii) hereof (x) for which Pxxxxxx and Buyer have not issued a joint instruction letter for payment, or (2y) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from which has not been the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion subject of a court decision, shall be referred to herein as an “Open Claim” with the amount alleged therein to be an “Open Claim Amount.” An Open Claim may be withdrawn or revised by Buyer Indemnification Claim, the only pursuant to a written letter to Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account signed by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionspecifying such withdrawal or amendment. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any A claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer under this Section 9 shall be made by Acquiror or an Acquiror Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, delivering to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m.Securityholders’ Agent, Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following or before the end of the Sellers Reviewing Period applicable survival period for a particular claim as set forth in Section 9 a certificate signed by any officer of Acquiror (an “Officer’s Certificate”) stating that Damages exist with respect to the “Rejection Notice Period”)indemnification obligations of the Effective Time Holders, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the nature of the breach of representation, warranty, covenant or claim to which such item is related. The amount of the Damages claimed in the Officer’s Certificate shall not be issuable to the Effective Time Holders until resolved pursuant to the terms hereof. Acquiror and the Acquiror Indemnified Persons shall reasonably cooperate and assist the Securityholders’ Agent and the Effective Time Holders in determining the validity of any claim for Damages or indemnification by Acquiror or the Acquiror Indemnified Persons and in otherwise resolving such matters, such assistance and cooperation to include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. (b) If the Securityholders’ Agent does not contest, by written notice to Acquiror, the Damages claimed by Acquiror in any Officer’s Certificate within twenty (20) Business Days after any such Officer’s Certificate is received by the Securityholders’ Agent, then the dollar Securityholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Acquiror Indemnified Persons of the full amount of the Buyer Indemnification Claim set forth Damages specified in the applicable Indemnification Notice Officer’s Certificate, including the forfeiture of such amount from the Escrow Consideration (subject to the terms and conditions in this Section 9) having a value sufficient to satisfy such Damages and, without further notice, to have stipulated to the entry of a final judgment for the Damages against the Securityholders’ Agent for such amount in any court having jurisdiction over the matter where venue is proper. (c) If the Securityholders’ Agent disputes any claim or claims made in any Officer’s Certificate by providing written notice thereof to the Acquiror specifying in reasonable detail the individual items in dispute and the nature of the Buyer dispute, Acquiror shall have twenty (20) Business Days to respond in a written statement to the objection of the Securityholders’ Agent. If after such twenty (20) Business Days period there remains a dispute as to any claims, the Securityholders’ Agent and Acquiror shall attempt in good faith for twenty (20) Business Days to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholders’ Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be deemed conclusive for purposes of this Agreement, prepared and on signed by Acquiror and the Business Day immediately following expiration of Securityholders’ Agent. (d) Acquiror and the Rejection Notice Period, Securityholders’ Agent shall simultaneously deliver to the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction any Officer’s Certificate or written notice delivered pursuant to the Indemnifying Sellersthis Section 9.3. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement: