Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. The Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall be made by the release of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 of the Merger Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreement, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stock. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.

Indemnification Obligations. The Escrow Shares shall serve --------------------------- as the first source, and but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below)source, of payment for the indemnity obligations of the Holders under Article X of the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with Article X of the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx Excell pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent Cambridge under such indemnity obligations under the Merger Agreement ("DAMAGESDamages") and any award of attorneys' ------- fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Cambridge pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement (a "Prevailing Party Award") shall be made by the release of ---------------------- Escrow Shares to the appropriate party Cambridge (each such payment, an "ESCROW ADJUSTMENTEscrow Adjustment"), subject ----------------- to the limitations set forth in Section 9.3 10.4 of the Merger Agreement. By the execution of this Escrow Agreement, each of the Holders agrees to be bound by the indemnification provisions set forth in Article X of the Merger Agreement and confirms that the issuance of the Escrow Percentage of the Cambridge Merger Shares pursuant to the Merger Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent Cambridge shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Escrow Adjustments and corresponding release to Parent Cambridge of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent Cambridge of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, Agreement on the Parent Average Closing Price Deemed Value Per Cambridge Share (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Cambridge Common StockShares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.

Indemnification Obligations. The As between the Interested Parties, --------------------------- the Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX X of the Merger Agreement shall be limited to such Holder's PRO RATA share of including without limitation any indemnity obligations based on the number obligation of Escrow Shares deposited Management (as defined in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement). Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGESDamages") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent ------- pursuant to Section 2.3(c)(iv) or 11.2 12.2 of this Agreement (a "Prevailing Party ---------------- Award") shall be made by the release of Escrow Shares to the appropriate party Parent (each such ----- payment, an "ESCROW ADJUSTMENTEscrow Adjustment"), subject by the Escrow Agent. By the execution of this ----------------- Escrow Agreement, each of the Holders agrees to be bound by the limitations indemnification provisions set forth in Section 9.3 Article X of the Merger Agreement and confirms that the issuance of the Escrow Amount of the Total Topaz Merger Shares pursuant to the Merger Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees fees). Joint written instructions from the Parent and Indemnification Representative shall be given to the Escrow Agent to make any Escrow Adjustment pursuant to Sections 2.3(a),(b),(c)(iv), 3.3 or expenses)12.2 herein and said instructions shall contain a determination and certify to the Escrow Agent the amount of any Escrow Adjustment, and identify that portion of the Escrow Adjustment which constitutes Damages and that portion of the Escrow Adjustment which constitutes a Prevailing Party Award, to the extent applicable. Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement, which percentage interests shall be certified in writing by the Indemnification Representative and Parent to the Escrow Agent and as set forth in Exhibit A hereto. Each Escrow Adjustment to the Escrow Shares shall be made by the release by the Escrow Agent to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being basedequal to, for all purposes under this Escrow Agreement, on the Parent 5-day trailing average closing price of the Topaz Common Stock (the "Topaz Average Closing Price Current Price") (adjusted --------------------------- for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) for the period ending on the trading day immediately prior to the date of such joint written instructions notwithstanding any changes in market value of Total Topaz Merger Shares after the Closing Date, as certified to the Escrow Agent by Parent. In any circumstance in which the Escrow Agent is required to make a distribution of the Escrow Shares in order to perform under or administer this Agreement, Parent Common Stockshall determine and certify to the Escrow Agent the per share value of any such Escrow Shares, and Parent shall promptly provide such written certification to the Escrow Agent, with a copy to the Indemnification Representative. The Escrow Agent shall be entitled to rely conclusively upon any such certification of per share value without any duty to verify or recalculate the same, and the Escrow Agent shall not be liable for any action or omission of, or delay on the part of, Parent in such connection. Notwithstanding any term hereof to the contrary, in any such instance, the Escrow Agent shall be entitled to refrain from taking any action otherwise required hereunder (and which requires a determination of per share value), without liability on its part, until it is provided with notice in accordance with this Agreement. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded down to the nearest whole Escrow Share.

Indemnification Obligations. The Escrow Shares Option Holder (the “Indemnifying Party”) shall serve as indemnify, defend and hold harmless each of the first sourcePayees and their respective parents, subsidiaries, Affiliates, directors, officers, shareholders, representatives, successors and the sole source until the Release Date assigns (each an “Indemnified Party”), from and thereafter shall serve as a "cap" on indemnification against, without duplication, any and all actual losses, costs, obligations, liabilities, damages, settlement payments, subject to the proviso belowawards, judgments, fines, penalties, damages, deficiencies or other charges (including without limitation reasonable attorneys’ fees and expenses and reasonable accountants’ fees and expenses), of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person whether or not arising out of criminal activity any claims by or fraud on behalf of a third party, to the extent arising from: (i) the willful misconduct or gross negligence of the Indemnifying Party, SPS (from and after the Closing Date) or any of their respective agents in the performance of the duties and obligations of SPS (from and after the Closing Date) or the Option Holder hereunder; or (ii) the breach by such person, including, without limitation, any actions in such person's capacity as an employee, officer the Indemnifying Party or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches SPS (from and after the Closing Date) of any representation of the representations, warranties or warranty contained covenants of SPS or the Option Holder set forth herein; provided, however, that, in the Letter of Transmittal delivered by event that the loss giving rise to such Holder. For indemnification results from a Mortgage Loan Servicing Error occurring both before and after the purposes of this Escrow AgreementOption Closing Date, those obligations then (i) such indemnity shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant not apply to the Merger Agreement. Payment portion of any such loss that results solely from a Mortgage Loan Servicing Error that occurred before the Option Closing Date and continues for any no more than 180 days after the Option Closing Date; and (ii) the amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement loss indemnified shall be made reduced by the release of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 50% of the Merger Agreementportion of any such loss that results solely from a Mortgage Loan Servicing Error that occurred before the Option Closing Date and continues for more than 180 days after the Option Closing Date. Notwithstanding anything to the contrary herein or in contained herein, the Merger Agreement, Parent Option Holder agrees that a Mortgage Loan Servicing Error that occurs solely after the Option Closing Date shall not be entitled to receive payment of adversely affect or otherwise diminish the foregoing indemnity in any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stock. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Sharerespect.

Indemnification Obligations. The Escrow Shares shall Fund will serve as the first source, and but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below)source, of payment for the indemnity obligations of the Holders Holder under Article XI of the Merger Reorganization Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification which obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with Article XI of the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Reorganization Agreement. Payment for any amount determined as provided below to be owing to Parent Merilus USA or Merilus Canada under such indemnity obligations under the Merger Reorganization Agreement ("DAMAGESDamages") and any award of attorneys' fees and charges owing to Merilus USA pursuant to Sections 2.3(c)(iv) or 4.3 of this Reorganization Agreement (a "PREVAILING PARTY AWARDPrevailing Party Award") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall will be made by the release of all or a portion, as the case may be, of the Escrow Shares Fund to the appropriate party Merilus USA (each such payment, an "ESCROW ADJUSTMENTEscrow Adjustment"), subject to the limitations set forth in Section 9.3 11.02 of the Merger Reorganization Agreement. By the execution of this Escrow Agreement, the Holder agrees to be bound 3 by the indemnification provisions set forth in Article XI of the Reorganization Agreement and confirms that the issuance by Merilus USA of the Escrow Percentage of Merilus USA Stock pursuant to the Reorganization Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall Merilus USA will not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall will be no double payment of legal fees or expensesfees). Any Escrow Adjustments and corresponding release to Parent Merilus USA of the Escrow Shares shall Fund will be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall Fund will be made by the release to Parent Merilus USA of a portion of the Escrow Shares Fund having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares any Escrow Shares being basedequal, for all purposes under this Escrow Agreement, to the closing price of such Escrow Shares on the Parent Average Closing Price Date (adjusted for the "Merilus USA Stock Price"). Any such release will be made first through the release of Escrow Shares, if any share dividendare then held in the Escrow Fund, reclassification, stock split, subdivision or combination and thereafter through the release of shares, recapitalization, merger or other events) notwithstanding any changes in market Proceeds 139 having an aggregate value equal to the value of Parent Common Stockthe number of Escrow Shares which would otherwise have been so released hereunder in satisfaction of the Holder's indemnification obligation. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall will be rounded to the nearest whole Escrow ShareShare and any amounts released in excess of the Damages as a result of such rounding will be returned to Escrow Fund. In the event of doubt, and notwithstanding any contained in this Section 2.1 to the contrary, Merilus USA, and the Holder agree that the foregoing provisions of this Section 2.1 will be applied and interpreted in a manner consistent with the "pooling of interests" accounting rules.

Indemnification Obligations. The Escrow Shares Fund shall serve as the first source, and but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below)source, of payment for the indemnity obligations of the Holders under Article XI of the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those which obligations shall continue in accordance with Article XI of the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent Buyer or the Company under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges owing to Buyer pursuant to Sections 2.3(c)(iv) or 4.3 of this Agreement (a "PREVAILING PARTY 3 AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall be made by the release of all or a portion, as the case may be, of the Escrow Shares Fund to the appropriate party Buyer (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 11.02 of the Merger Agreement. By the execution of this Escrow Agreement, each of the Holders agrees to be bound by the indemnification provisions set forth in Article XI of the Agreement and confirms that the issuance by Buyer of the Escrow Percentage of the Buyer Stock pursuant to the Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent Buyer shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Escrow Adjustments and corresponding release to Parent Buyer of the Escrow Shares Fund shall be made in proportion to each of the Holders' interest in the Escrow Shares Fund as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares Fund shall be made by the release to Parent Buyer of a portion of the Escrow Shares Fund having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares any Escrow Shares being basedequal, for all purposes under this Escrow Agreement, to the closing price of such Escrow Shares on the Parent Average Closing Price Date (adjusted for the "BUYER STOCK PRICE"). Any such release shall be made first through the release of Escrow Shares, if any share dividendare then held in the Escrow Fund, reclassification, stock split, subdivision or combination and thereafter through the release of shares, recapitalization, merger or other events) notwithstanding any changes in market Proceeds having an aggregate value equal to the value of Parent Common Stockthe number of Escrow Shares which would otherwise have been so released hereunder in satisfaction of the Holders' indemnification obligation. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow ShareShare and any amounts released in excess of the Damages as a result of such rounding shall be returned to Escrow Fund. In the event of doubt, and notwithstanding any contained in this Section 2.1 to the contrary, Buyer, the Indemnification Representative and the Holders agree that the foregoing provisions of this Section 2.1 shall be applied and interpreted in a manner consistent with the "pooling of interests" accounting rules.

Indemnification Obligations. The Escrow Shares Fund shall serve as the first source, and but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below)source, of payment for the indemnity obligations of the Holders Holder under Article XI of the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those which obligations shall continue in accordance with Article XI of the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent Buyer or the Company under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges owing to Buyer pursuant to Sections 2.3(c)(iv) or 4.3 of this Agreement (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall be made by the release of all or a portion, as the case may be, of the Escrow Shares Fund to the appropriate party Buyer (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 11.02 of the Merger Agreement. By the execution of this Escrow Agreement, the Holder agrees to be bound by the indemnification provisions set forth in Article XI of the Agreement and confirms that the issuance by Buyer of the Escrow Percentage of the Buyer Stock pursuant to the Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent Buyer shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Escrow Adjustments and corresponding release to Parent Buyer of the Escrow Shares Fund shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares Fund shall be made by the release to Parent Buyer of a portion of the Escrow Shares Fund having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares any Escrow Shares being basedequal, for all purposes under this Escrow Agreement, to the closing price of such Escrow Shares on the Parent Average Closing Price Date (adjusted for the "BUYER STOCK PRICE"). Any such release shall be made first through the release of Escrow Shares, if any share dividendare then held in the Escrow Fund, reclassification, stock split, subdivision or combination and thereafter through the release of shares, recapitalization, merger or other events) notwithstanding any changes in market Proceeds having an aggregate value equal to the value of Parent Common Stockthe number of Escrow Shares which would otherwise have been so released hereunder in satisfaction of the Holder's indemnification obligation. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow ShareShare and any amounts released in excess of the Damages as a result of such rounding shall be returned to Escrow Fund. In the event of doubt, and notwithstanding any contained in this Section 2.1 to the contrary, Buyer, and the Holder agree that the foregoing provisions of this Section 2.1 shall be applied and interpreted in a manner consistent with the "pooling of interests" accounting rules.

Indemnification Obligations. In the event the Surviving Corporation shall be obligated to indemnify (i) the holders of record on the Closing Date of the shares of Outstanding Adatom Common Stock other than Xxxxx (the "Adatom Former Shareholders"), or (ii) the holders of record on the Indemnification Adjustment Date (as hereinafter defined) of the shares of Common Stock in the Surviving Corporation, other than, and specifically excluding, the Adatom Former Shareholders (the "HealthCore Former Shareholders"), as the case may be, in respect of the Net Indemnification Amount (as defined in Section 8.5 hereof), the Surviving Corporation shall issue to such party, on a pro rata basis, the number of shares of Common Stock of the Surviving Corporation calculated as follows: first, subtract from the HealthCore Post Merger Percentage the product of the Net Indemnification Amount multiplied by .00000309 (such difference being the "Indemnification HPMP"); second, calculate the percentage obtained by dividing the HealthCore Merger Percentage by the Indemnification HPMP and subtracting one hundred (100%) percent (the difference being the "Indemnification Margin Percentage"); and third, multiply the Indemnification Margin Percentage by the number of shares of HealthCore Common Stock which were outstanding immediately after the Merger purcuant to Section 3.1, including any adjustment in respect of the Closing Cash Amount pursuant to Section 3.2(a) hereof (such product being the "Net Indemnification Shares"). The Escrow Net Indemnification Shares shall serve as be divided among, in the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations case of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such HolderSurviving Corporation's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion indemnification of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of (A) Adatom Former Shareholders, the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations Adatom Former Shareholders based on the number of Escrow Shares deposited in escrow shares of Common Stock of the Surviving Corporation held by such Holder relative to the aggregate Adatom Former Shareholders on the Indemnification Adjustment Date, or (B) HealthCore Former Shareholders, the HealthCore Former Shareholders based on the number of Escrow Shares and the aggregate liability shares of any single Holder for indemnification obligations pursuant to Article IX Common Stock of the Merger Agreement Surviving Corporation outstanding on the Indemnification Adjustment Date, excluding the shares of Common Stock of the Surviving Corporation held by the Adatom Former Shareholders. The indemnification adjustment set forth in this Section 3.2(b) shall be equal to a dollar amount equal to made thirteen (13) months following the Parent Average Closing Price multiplied by Date (the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue "Indemnification Adjustment Date") in accordance with the Merger Agreement, notwithstanding the merger provisions of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall be made by the release of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 of the Merger Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreement, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stock. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow ShareArticle VIII hereof.

Indemnification Obligations. The Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall be made by the release of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth following provisions: (1)The party seeking indemnification (“Indemnitee”) shall notify the other party (“Indemnitor”) of any Claim against Indemnitee within forty five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in Section 9.3 no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the Merger Agreementsame, then Indemnitee may defend and settle such Claim, and Indemnitor's liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in effecting such settlement. Notwithstanding anything Indemnitee shall have the right to employ its own counsel in any such case, but the contrary herein fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action or any such counsel employed by Indemnitor shall have failed to commence or pursue such defense, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor. (2)The indemnification obligations under this Agreement shall cover the costs and expenses of Indemnitee, including reasonable attorneys' fees, related to any actions, suits or judgments incident to any of the matters covered by such indemnities. (3)The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant and agent of or in the Merger Agreement, Parent shall not be entitled to receive payment of Indemnitee or any portion of entity now or hereafter having a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees direct or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' indirect ownership interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow AgreementIndemnitee. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stock. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.X.

Indemnification Obligations. The Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall be made by the release of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth following provisions: (1) The party seeking indemnification (“Indemnitee”) shall notify the other party (“Indemnitor”) of any Claim against Indemnitee within forty-five (45) days after it has notice of such Claim, but failure to notify Indemnitor shall in Section 9.3 no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), within thirty (30) days after Indemnitee gives Indemnitor written notice of the Merger Agreementsame, then Indemnitee may defend and settle such Claim, and Indemnitor’s liability to Indemnitee shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys’ fees, incurred by Indemnitee in effecting such 40 settlement. Notwithstanding anything Indemnitee shall have the right to employ its own counsel in any such case, but the contrary herein fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel to direct the defense of such action or any such counsel employed by Indemnitor shall have failed to commence or pursue such defense, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor. (2)The indemnification obligations under this Agreement shall cover the costs and expenses of Indemnitee, including reasonable attorneys’ fees, related to any actions, suits or judgments incident to any of the matters covered by such indemnities. (3)The indemnification obligations of Indemnitor under this Agreement shall also benefit any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant and agent of or in the Merger Agreement, Parent shall not be entitled to receive payment of Indemnitee or any portion of entity now or hereafter having a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees direct or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' indirect ownership interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow AgreementIndemnitee. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stock. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.O.

Indemnification Obligations. The Escrow Shares shall serve as (a) From and after the first source, Effective Time and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), other provisions of payment for the indemnity obligations of the Holders under this Agreement and the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation pursuant to and in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections accordance with Section 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement if Buyer becomes entitled upon the occurrence of certain adjustment events set forth in Section 3.3 that result in a value reduction to Buyer in accordance with Section 3.3 (the 44 50 "Damages"), to an adjustment pursuant to Section 3.3, it shall be limited entitled to receive Escrow Holdback Shares from each Original Holder based upon such Original Holder's Pro Rata Portion; provided, however, that such return of the Escrow Holdback Shares shall be made only to the extent provided in Section 3.3 of the Merger Agreement; and provided, further, that the foregoing deduction shall not apply to Damages with respect to which Buyer failed to notify the Indemnification Representative within 120 days after the Closing Date (the "Cut-off Date"). (b) The obligations of the Original Holders under this Section 2.1 with respect to Damages under the Merger Agreement shall not continue beyond the Cut-off Date unless, prior to such Holderdate, Buyer shall have given to the Indemnification Representative, with a copy to the Escrow Holdback Agent, a notice of its claim (a "Notice of Claim") for indemnification hereunder, which Notice of Claim shall be in writing, shall specify in reasonable detail the basis for such claim, shall be based upon Buyer's PRO RATA share good faith belief and shall specify the amount of Damages (the "Claimed Amount"). (c) Notwithstanding the foregoing, if the Closing occurs, Buyer's sole remedy with respect to any Damages shall be to make claims against the Escrow Holdback Shares under this Agreement, except that any failure of any indemnity obligations based Significant Stockholder to perform any covenant on the number of Escrow Shares deposited in escrow by such Holder relative or prior to the aggregate number of Escrow Shares date hereof contained in Sections 6.16, 6.18 and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX 6.20 of the Merger Agreement shall be equal entitle the party or parties to a dollar amount equal whom such covenant runs to seek damages from the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holderbreaching party thereto. (d) For the all purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding deemed value per Escrow Holdback Share for purposes of determining the merger amount of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement compensation payable hereunder shall be made the Transaction Price. (e) The amount of any Damages incurred by Buyer shall be reduced by the release net amount that Buyer, the Company or any of Escrow Shares to the appropriate party their affiliates actually recovers in respect of insurance recoveries and insurance proceeds (each such payment, an "ESCROW ADJUSTMENT"exclusive of self insurance), subject and shall be adjusted to reflect the limitations set forth in Section 9.3 of the Merger Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreement, Parent shall not be entitled to receive payment present economic value of any portion tax benefits recognized by Buyer, the Company or any of their controlled affiliates as a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value result of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common StockDamages. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.2.2

Indemnification Obligations. The Escrow Shares shall serve as the first source, and --------------------------- the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of the Holders under Article 7 of the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that Exchange Agreement except as set forth otherwise provided in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to said Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder7. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with Article 7 of the Merger Exchange Agreement, notwithstanding the merger purchase of Merger Sub into INT'X.xxx all the Shares by Parent pursuant to the Merger Exchange Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Exchange Agreement ("DAMAGESDamages") and any ------- award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent pursuant to Section 2.3(c)(iv) or 11.2 12.2 of this Agreement (a "Prevailing Party Award") shall be made ---------------------- by the release of Escrow Shares to the appropriate party Parent (each such payment, an "ESCROW ADJUSTMENTEscrow ------ Adjustment"), subject by the Escrow Agent. By the execution of this Escrow Agreement, ---------- each of the Holders agrees to be bound by the limitations indemnification provisions set forth in Section 9.3 Article 7 of the Merger Exchange Agreement and confirms that the issuance of the Escrow Amount of the Parent Common Stock pursuant to the Exchange Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees fees). Upon joint written instructions from the Parent and/or Indemnification Representative, as the case may be, to the Escrow Agent to make any Escrow Adjustment pursuant to Sections 2.3(a),(b),(c)(iv), 3.3 or expenses)12.2, the Escrow Agent shall be entitled to request that the Parent and Indemnification Representative determine and certify to the Escrow Agent the amount of any Escrow Adjustment, and to identify that portion of the Escrow Adjustment which constitutes Damages and that portion of the Escrow Adjustment which constitutes a Prevailing Party Award, to the extent applicable. Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement, which percentage interests shall be certified in writing to the Escrow Agent. Each Escrow Adjustment to the Escrow Shares shall be made by the release by the Escrow Agent to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the last sale price of Parent Average Common Stock on the Closing Price Date (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common StockStock after the Closing Date, as certified to the Escrow Agent by Parent. In any circumstance in which the Escrow Agent is required to make a determination of per share value of the Escrow Shares in order to perform under or administer this Agreement, the Escrow Agent shall be entitled to request Parent to determine and certify to the Escrow Agent the per share value of any such Escrow Shares, and Parent shall promptly provide such written certification to the Escrow Agent, with a copy to the Indemnification Representative. The Escrow Agent shall be entitled to rely conclusively upon any such certification of per share value without any duty to verify or recalculate the same, and the Escrow Agent shall not be liable for any action or omission of, or delay on the part of, Parent in such connection. Notwithstanding any term hereof to the contrary, in any such instance, the Escrow Agent shall be entitled to refrain from taking any action otherwise required hereunder (and which requires a determination of per share value), without liability on its part, until it is provided with notice in accordance with this Agreement. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.

Indemnification Obligations. The Escrow Shares shall serve as the first source, and but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below)source, of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such HolderAgreement. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with Article IX of the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx Natchez pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGESDamages") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent pursuant to Section 2.3(c)(iv) or 11.2 of this Escrow Agreement (a "Prevailing Party Award") shall be made by the release of Escrow Shares to the appropriate party Parent (each such payment, an "ESCROW ADJUSTMENTEscrow Adjustment"). By virtue of their approval of the Merger Agreement or through the execution of the Investment Agreement or some other instrument to such effect, subject each of the Holders agrees to be bound by the limitations indemnification provisions set forth in Section 9.3 Article IX of the Merger Agreement and confirms that the Escrow Shares are subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Each Escrow Adjustments Adjustment and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party AwardAward (as the same may be determined under this Escrow Agreement), with the per share value of such shares being based, for all purposes under this Escrow Agreement, Agreement on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common StockShares. In lieu of releasing any fractional Escrow SharesShares upon an Escrow Adjustment, any fraction of a released Escrow Share that would otherwise be released shall be rounded down to the nearest whole Escrow Share. Notwithstanding anything contained herein to the contrary, any Escrow Adjustment or other release of Escrow Shares hereunder shall only be made by the Escrow Agent in accordance with written instructions given by Parent and/or the Indemnification Representative pursuant to the terms and conditions of this Escrow Agreement. Parent and the Indemnification Agent hereby agree that all such written instructions and any other notices given to the Escrow Agent shall comply with the limitations set forth in Sections 9.4 and 9.6 of the Merger Agreement.

Indemnification Obligations. The Escrow Shares indemnification obligations under this Agreement shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, be subject to the proviso belowfollowing provisions: The party seeking indemnification (“Indemnities”) shall notify the other party (“Indemnitor”) of any claim against Indemnities within fifteen (15) Business Days after it has notice of such claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnities under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnities against such liability (with counsel approved by Indemnities), of payment for the indemnity obligations within fifteen (15) Business Days after Indemnities gives Indemnitor written notice of the Holders under same, then Indemnities may settle such claim, and recover from Indemnitor the Merger Agreementamount of such settlement consideration together with the costs and expenses of Indemnities, PROVIDEDincluding reasonable attorneys’ fees, HOWEVERrelated to any actions, that each Holder shall further be severally liable for any breach suits or judgments incident to such claim to the extent covered by such Holder indemnities, and incurred by Indemnities in effecting such settlement. Indemnities shall have the right to employ its own counsel in any such case, but the fees and expenses of such Holder's representation counsel shall be at the expense of Indemnities unless: (i) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, which authorization shall not be unreasonably withheld by Indemnitor, or (ii) Indemnitor shall not have employed counsel to direct the defense of such action (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnities), in either event such fees and expenses shall be borne by Indemnitor to the extent that such fees and expenses are reasonably incurred in connection with a claim covered by the indemnities hereunder. Additionally, at any time Indemnities determines (a) that counsel selected by Indemnitor and accepted by Indemnities is not defending any claim in a Letter of Transmittalprofessional manner, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger highest standards of legal ethics and utilizing the skills and professional judgment which are customarily employed in the San Francisco area by legal counsel who are experienced and expert in the defense of matters similar to such claims, (b) that there may be legal defenses available to him, her or it that are different from or in addition to those available to any person being concurrently represented by such counsel selected by Indemnitor and accepted by Indemnities, (c) that such counsel selected by Indemnitor and accepted by Indemnities has a conflict of interest that any indemnitee should not waive, or (d) there is a conflict of interest that should be waived and either Indemnitor or such counsel is not willing to execute a conflict waiver in form and substance reasonably satisfactory to Indemnities, then Indemnities may notify Indemnitor and such counsel of such fact. If the performance of such counsel does not immediately (within 10 days after such notice) conform to all of the above standards (with respect to subparagraph (a)), or if the perceived defense or conflict of interest issue is not immediately (within 10 days after such notice) resolved to the satisfaction of counsel and Indemnities (with respect to subparagraphs (b) (c) and (d)), then within 10 days thereafter Indemnities may (x) engage new legal counsel (reasonably acceptable to Indemnitor) to undertake defense of any claims, and (y) cause such new legal counsel to notify Indemnitor that it has been so engaged and that it has read and agrees to abide by the provisions of this Agreement, notwithstanding in which event such fees and expenses of the merger of Merger Sub into INT'X.xxx pursuant new legal counsel shall be borne by Indemnitor to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under extent that such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (expenses are reasonably incurred in connection with a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 claim covered by the indemnities hereunder. The indemnification obligations of Indemnitor under this Agreement shall be made by the release also benefit any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or agent of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 of the Merger Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreement, Parent shall not be entitled to receive payment of Indemnities or any portion of entity now or hereafter having a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees direct or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' indirect ownership interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stock. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow ShareIndemnities.

Indemnification Obligations. 10.20.1 The Escrow Shares indemnification obligations under this Agreement shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, be subject to the proviso belowfollowing provisions: The party seeking indemnification (“Indemnitee”) shall notify the other party (“Indemnitor”) of any claim against Indemnitee within fifteen (15) days after it has notice of such claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemnitee against such liability (with counsel approved by Indemnitee), of payment for the indemnity obligations within fifteen (15) days after Indemnitee gives Indemnitor written notice of the Holders under same, then Indemnitee may settle such claim, and recover from Indemnitor the Merger Agreementamount of such settlement consideration together with the costs and expenses of Indemnitee, PROVIDEDincluding reasonable attorneys’ fees, HOWEVERrelated to any actions, that each Holder shall further be severally liable for any breach suits or judgments incident to such claim to the extent covered by such Holder indemnities, and incurred by Indemnitee in effecting such settlement. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such Holder's representation counsel shall be at the expense of Indemnitee unless: (i) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, which authorization shall not be unreasonably withheld by Indemnitor, or (ii) Indemnitor shall not have employed counsel to direct the defense of such action (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in either event such fees and expenses shall be borne by Indemnitor to the extent that such fees and expenses are reasonably incurred in connection with a claim covered by the indemnities hereunder. Additionally, at any time Indemnitee determines (a) that counsel selected by Indemnitor and accepted by Indemnitee is not defending any claim in a Letter of Transmittalprofessional manner, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger highest standards of legal ethics and utilizing the skills and professional judgment which are customarily employed in the San Francisco area by legal counsel who are experienced and expert in the defense of matters similar to such claims, (b) that that there may be legal defenses available to him, her or it that are different from or in addition to those available to any person being concurrently represented by such counsel selected by Indemnitor and accepted by Indemnitee, (c) that such counsel selected by Indemnitor and accepted by Indemnitee has a conflict of interest that any Indemnitee should not waive, or (d) there is a conflict of interest that should be waived and either Indemnitor or such counsel is not willing to execute a conflict waiver in form and substance reasonably satisfactory to Indemnitee, then Indemnitee may notify Indemnitor and such counsel of such fact. If the performance of such counsel does not immediately (within 10 days after such notice) conform to all of the above standards (with respect to subparagraph (a)), or if the perceived defense or conflict of interest issue is not immediately (within 10 days after such notice) resolved to the satisfaction of counsel and Indemnitee (with respect to subparagraphs (b) (c) and (d)), then within 10 days thereafter Indemnitee may (x) engage new legal counsel (reasonably acceptable to Indemnitor) to undertake defense of any claims, and (y) cause such new legal counsel to notify Indemnitor that it has been so engaged and that it has read and agrees to abide by the provisions of this Agreement, notwithstanding in which event such fees and expenses of the merger of Merger Sub into INT'X.xxx pursuant new legal counsel shall be borne by Indemnitor to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under extent that such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (expenses are reasonably incurred in connection with a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 claim covered by the indemnities hereunder. The indemnification obligations of Indemnitor under this Agreement shall be made by the release also benefit any present or future advisor, trustee, director, officer, partner, member, manager, employee, beneficiary, shareholder, participant or agent of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 of the Merger Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreement, Parent shall not be entitled to receive payment of Indemnitee or any portion of entity now or hereafter having a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees direct or expenses). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' indirect ownership interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stock. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow ShareIndemnitee.

Indemnification Obligations. The Escrow Shares shall serve as --------------------------- the first source, and but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below)source, of payment for the indemnity obligations of the Holders under Article X of the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with Article X of the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx Calogic pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGESDamages") and any award of attorneys' ------- fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement (a "Prevailing Party Award") shall be made by the release of Escrow ---------------------- Shares to the appropriate party Parent (each such payment, an "ESCROW ADJUSTMENTEscrow Adjustment"), subject to the ----------------- limitations set forth in Section 9.3 10.4 of the Merger Agreement. By the execution of this Escrow Agreement, each of the Holders agrees to be bound by the indemnification provisions set forth in Article X of the Merger Agreement and confirms that the issuance of the Escrow Amount of the Parent Merger Shares pursuant to the Merger Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, Agreement on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common StockShares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.

Indemnification Obligations. The Except as otherwise provided herein, the Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of the Holders DJCE under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion Article 8 of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Asset Purchase Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Asset Purchase Agreement ("DAMAGES"“Damages”) and any award of attorneys' ’ fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent pursuant to Section Sections 2.3(c)(iv) or 11.2 of this Agreement (a “Prevailing Party Award”) shall be made by the release of Escrow Shares to the appropriate party Parent (each such payment, an "ESCROW ADJUSTMENT"“Escrow Adjustment”), subject by the Escrow Agent. By the execution of this Escrow Agreement, each of the Parent and the Holder agrees to be bound by the limitations indemnification provisions set forth in Section 9.3 Article 8 of the Merger Asset Purchase Agreement and confirms that the issuance of the Escrow Amount of the Aggregate Purchase Consideration pursuant to the Asset Purchase Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Upon joint written instructions from the Parent and the Holder to the Escrow Adjustments and corresponding release Agent to Parent of make any Escrow Shares Adjustment pursuant to Sections 2.3(a),(b),(c)(iv), 3.3 or 11.2, the Escrow Agent shall be made in proportion entitled to each request that the Parent and Holder determine and certify to the Escrow Agent the amount of any Escrow Adjustment, and to identify that portion of the Holders' interest in Escrow Adjustment which constitutes Damages and that portion of the Escrow Shares as of Adjustment which constitutes a Prevailing Party Award, to the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreementextent applicable. Each Escrow Adjustment to the Escrow Shares shall be made by the release by the Escrow Agent to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Value of Parent Average Closing Price Common Stock on the date that such Claim (as defined below) is resolved (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger recapitalization or other similar events) notwithstanding any changes in market value of the Parent Common StockStock after the Closing Date, as certified to the Escrow Agent by Parent and Holder. In any circumstance in which the Escrow Agent is required to make a determination of per share value of the Escrow Shares in order to perform under or administer this Agreement, the Escrow Agent shall be entitled to request Parent and Holder jointly to determine and certify to the Escrow Agent the per share value of any such Escrow Shares, and Parent and Holder shall promptly provide such written certification to the Escrow Agent. The Escrow Agent shall be entitled to rely conclusively upon any such certification of per share value without any duty to verify or recalculate the same, and the Escrow Agent shall not be liable for any action or omission of, or delay on the part of, Parent and/or Holder in such connection. Notwithstanding any term hereof to the contrary, in any such instance, the Escrow Agent shall be entitled to refrain from taking any action otherwise required hereunder (and which requires a determination of per share value), without liability on its part, until it is provided with notice in accordance with this Agreement. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. To the extent any Escrow Shares remain outstanding after rounding, the Parent and the Holder shall instruct the Escrow Agent as to the distribution of the remaining Escrow Shares.

Indemnification Obligations. The Escrow Shares shall serve as the first source, and but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below)source, of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx Calogic pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement (a "PREVAILING PARTY AWARD") shall be made by the release of Escrow Shares to the appropriate party Parent (each such payment, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 10.4 of the Merger Agreement. By the execution of this Escrow Agreement, each of the Holders agrees to be bound by the indemnification provisions set forth in the Merger Agreement and confirms that the issuance of the Escrow Amount of the Parent Merger Shares pursuant to the Merger Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, Agreement on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common StockShares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.

Indemnification Obligations. The Escrow Shares shall serve as the first source, and a --------------------------- source (but not the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), source) of payment for the indemnity obligations of the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder Article X of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGESDamages") and any award of attorneys' ------- fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent pursuant to Section 2.3(c)(iv) or 11.2 12.2 of this Agreement (a "Prevailing Party Award") shall be made by the release of Escrow ---------------------- Shares to the appropriate party Parent (each such payment, an "ESCROW ADJUSTMENTEscrow Adjustment"), subject by the Escrow ----------------- Agent. By the execution of this Escrow Agreement, each of the Holders agrees to be bound by the limitations indemnification provisions set forth in Section 9.3 Article X of the Merger Agreement and confirms that the issuance of the Escrow Amount of the Total TranSwitch Common Shares pursuant to the Merger Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees fees). Upon joint written instructions from the Parent and/or Indemnification Representative, as the case may be, to the Escrow Agent to make any Escrow Adjustment pursuant to Sections 2.3(a),(b),(c)(iv), 3.3 or expenses)12.2, the Escrow Agent shall be entitled to request that the Parent and Indemnification Representative determine and certify to the Escrow Agent the amount of any Escrow Adjustment, and to identify that portion of the Escrow Adjustment which constitutes Damages and that portion of the Escrow Adjustment which constitutes a Prevailing Party Award, to the extent applicable. Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement, which percentage interests shall be certified in writing to the Escrow Agent. Each Escrow Adjustment to the Escrow Shares shall be made by the release by the Escrow Agent to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Parent Average Closing Price (as defined in the Merger Agreement) (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Total TranSwitch Common Shares after the Closing Date, as certified to the Escrow Agent by Parent. In any circumstance in which the Escrow Agent is required to make a determination of per share value of the Escrow Shares in order to perform under or administer this Agreement, the Escrow Agent shall be entitled to request Parent Common Stockto determine and certify to the Escrow Agent the per share value of any such Escrow Shares, and Parent shall promptly provide such written certification to the Escrow Agent, with a copy to the Indemnification Representative. The Escrow Agent shall be entitled to rely conclusively upon any such certification of per share value without any duty to verify or recalculate the same, and the Escrow Agent shall not be liable for any action or omission of, or delay on the part of, Parent in such connection. Notwithstanding any term hereof to the contrary, in any such instance, the Escrow Agent shall be entitled to refrain from taking any action otherwise required hereunder (and which requires a determination of per share value), without liability on its part, until it is provided with notice in accordance with this Agreement. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.

Indemnification Obligations. The Total Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of the Holders under Article X of the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holderspecifically provided otherwise therein. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with Article X of the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx DA pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent Delano under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Delano pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement (a "PREVAILING PARTY AWARD") shall be made by the release of Escrow Shares and Cash Escrow to the appropriate party Delano (each such paymentrelease, an "ESCROW ADJUSTMENT"), subject to the limitations set forth in Section 9.3 10.4 of the Merger Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreement, Parent shall not be entitled to receive payment of any portion of a Any Prevailing Party Award which is already a part of Damages (i.e., there to the Holders shall be no double payment paid to the Holders. Pursuant to the Merger, each of legal fees or expenses)the Holders is deemed to have agreed to be bound by the indemnification provisions set forth in Article X of the Merger Agreement and to have confirmed that the issuance of the Merger Consideration is subject to this Escrow Agreement. Any Escrow Adjustments and corresponding release to Parent Delano of Escrow Shares and Cash Escrow shall be made in proportion to each of the Holders' interest in the Escrow Shares and Cash Escrow as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Total Escrow Shares shall be made by the release to Parent Delano of Escrow Shares and Cash Escrow having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, Agreement on the Parent Average Closing Price average closing price of the Delano Common Stock (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common Stockfor the 10 trading days ending two business days before the payment. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded up or down to the nearest whole Escrow Share.

Indemnification Obligations. The Except as otherwise provided herein, the Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso below), of payment for the indemnity obligations of Mysticom and the Holders under the Merger Agreement, PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder Section 11 of such Holder's representation in a Letter of Transmittal, it being agreed and understood that except as set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion of the Escrow Shares as set forth on EXHIBIT 1.1 hereto. The liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such Holder; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter of Transmittal delivered by such Holder. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with the Merger Agreement, notwithstanding the merger of Merger Sub into INT'X.xxx pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES"“Damages”) and any award of attorneys' ’ fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto Parent pursuant to Section 2.3(c)(iv) or 11.2 12.2 of this Agreement (a “Prevailing Party Award”) shall be made by the release of Escrow Shares to the appropriate party Parent (each such payment, an "ESCROW ADJUSTMENT"“Escrow Adjustment”), subject by the Escrow Agent. By the execution of this Escrow Agreement, each of the Holders agrees to be bound by the limitations indemnification provisions set forth in Section 9.3 11 of the Merger Agreement and confirms that the issuance of the Escrow Amount of the Aggregate Merger Consideration pursuant to the Merger Agreement is subject to this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees fees). Upon joint written instructions from the Parent and/or Indemnification Representative, as the case may be, to the Escrow Agent to make any Escrow Adjustment pursuant to Sections 2.3(a),(b),(c)(iv), 3.3 or expenses)12.2, the Escrow Agent shall be entitled to request that the Parent and Indemnification Representative determine and certify to the Escrow Agent the amount of any Escrow Adjustment, and to identify that portion of the Escrow Adjustment which constitutes Damages and that portion of the Escrow Adjustment which constitutes a Prevailing Party Award, to the extent applicable. Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' ’ interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement, which percentage interests shall be certified in writing to the Escrow Agent. Each Escrow Adjustment to the Escrow Shares shall be made by the release by the Escrow Agent to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, on the Value of Parent Average Closing Price Common Stock on the date that such Claim (as defined below) is resolved (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of the Parent Common StockShares after the Closing Date, as certified to the Escrow Agent by Parent. In any circumstance in which the Escrow Agent is required to make a determination of per share value of the Escrow Shares in order to perform under or administer this Agreement, the Escrow Agent shall be entitled to request Parent to determine and certify to the Escrow Agent the per share value of any such Escrow Shares, and Parent shall promptly provide such written certification to the Escrow Agent, with a copy to the Indemnification Representative. The Escrow Agent shall be entitled to rely conclusively upon any such certification of per share value without any duty to verify or recalculate the same, and the Escrow Agent shall not be liable for any action or omission of, or delay on the part of, Parent in such connection. Notwithstanding any term hereof to the contrary, in any such instance, the Escrow Agent shall be entitled to refrain from taking any action otherwise required hereunder (and which requires a determination of per share value), without liability on its part, until it is provided with notice in accordance with this Agreement. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. To the extent any Escrow Shares remain outstanding after rounding, the Parent and the Indemnification Representative shall instruct the Escrow Agent as to the distribution of the remaining Escrow Shares.

Indemnification Obligations. The Escrow Shares shall serve as the first source, and the sole source until the Release Date (and thereafter shall serve as a "cap" on indemnification payments, subject to the proviso belowdefined in Section 3.1), of payment for the indemnity obligations of the Holders Holder under Article X of the Merger Agreement, ; PROVIDED, HOWEVER, that each Holder shall further be severally liable for any breach by such Holder of such Holder's representation in any letter of transmittal. For the purposes of this Escrow Agreement, those obligations shall continue in accordance with Article X of the Merger Agreement, notwithstanding the merger of Merger Sub into HT pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges owing to Parent pursuant to Section 2.3(c)(iv) or 10.2 of this Agreement (a Letter "PREVAILING PARTY AWARD") shall be made by the release of TransmittalEscrow Shares to Parent (each such payment, it being agreed and understood that except as an "ESCROW ADJUSTMENT"), subject to the limitations set forth in the immediately preceding proviso and Sections 3.3 and 11 below, no Holder shall have any liability beyond such Holder's allocable portion Section 10.4 of the Escrow Shares as set forth on EXHIBIT 1.1 heretoMerger Agreement. The liability of any single Holder for indemnification obligations pursuant to Article IX X of the Merger Agreement shall be limited to such Holder's PRO RATA share of any indemnity obligations based on the number of Escrow Shares deposited in escrow by on behalf of such Holder relative to the aggregate number of Escrow Shares and the aggregate liability of any single Holder for indemnification obligations pursuant to Article IX of the Merger Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by such HolderShares; PROVIDED, HOWEVER, that there will be no limitation on the indemnification obligations of any person arising out of criminal activity or fraud by such person, including, without limitation, any actions in such person's capacity as an employee, officer or director of INT'X.xxx in HT or its Subsidiaries, or for any Holder for breaches of any representation or warranty contained in the Letter letter of Transmittal transmittal delivered by such Holder. For By the purposes execution of this Escrow Agreement, those obligations shall continue each of the Holders agrees to be bound by the indemnification provisions set forth in accordance with Article X of the Merger Agreement, notwithstanding Agreement and confirms that the merger issuance of the Escrow Percentage of the Parent Merger Sub into INT'X.xxx Shares pursuant to the Merger Agreement. Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement ("DAMAGES") and any award of attorneys' fees and charges (a "PREVAILING PARTY AWARD") owing to a party hereto pursuant to Section 2.3(c)(iv) or 11.2 of this Agreement shall be made by the release of Escrow Shares to the appropriate party (each such payment, an "ESCROW ADJUSTMENT"), is subject to the limitations set forth in Section 9.3 of the Merger this Escrow Agreement. Notwithstanding anything to the contrary herein or in the Merger Agreementherein, Parent shall not be entitled to receive payment of any portion of a Prevailing Party Award which is already a part of Damages (i.e., there shall be no double payment of legal fees or expensesfees). Any Escrow Adjustments and corresponding release to Parent of Escrow Shares shall be made in proportion to each of the Holders' interest in the Escrow Shares as of the date or dates specified as set forth on EXHIBIT 1.1, and in the manner provided for in this Escrow Agreement. Each Escrow Adjustment to the Escrow Shares shall be made by the release to Parent of Escrow Shares having an aggregate value equal to the Damages and the release to Parent or the Indemnification Representative, as applicable, of any Prevailing Party Award, with the per share value of such shares being based, for all purposes under this Escrow Agreement, Agreement on the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) notwithstanding any changes in market value of Parent Common StockShares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.