Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

Indemnity Escrow. On In order to provide security for Sellers’ indemnification obligations under this Agreement, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing Date, Purchaser shall, on behalf of Seller, pay in accordance with this Section 10.08 and the Escrow Agreement. With respect to Xxxxx Fargo Bank, N.A., as agent each claim for indemnification asserted by Buyer against Sellers pursuant to Purchaser Section 12.03 or special warranty claim pursuant to the Assignment during the period from and Seller after the Closing Date up to the date that is nine (9) months following the Closing Date (the “Escrow AgentTermination Date”), upon final resolution or determination of such an indemnity or warranty claim by the Parties or in immediately available fundsaccordance with Section 12.11, as applicable, Buyer and Seller Representative shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Indemnity Escrow account as would satisfy such finally resolved or determined indemnity or warranty claim, together with a pro rata portion of the then-accrued interest on the Indemnity Escrow. On the Escrow Termination Date, Sellers shall, subject to the account designated remainder of this sentence, be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Sellers in the proportions requested by Seller Representative pursuant to the terms of the Escrow Agreement (and Buyer and the Seller Representative shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing); provided, however, that Sellers at such time shall not be entitled to, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in accordance with Section 12.11 (which amounts shall remain in the Indemnity Escrow until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its indemnity obligations under Section 12.03 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Buyer by such Seller as they are agreed by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), Parties or finally determined in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to If there are any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from remaining in the Indemnity Escrow Account in accordance with account after the terms resolution of all previously outstanding Claim Notices, then the Escrow Agreement Seller Representative and Buyer shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the promptly jointly instruct Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly release the remaining sums due account balance to Sellers in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, proportions requested by Seller Representative within three (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (153) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution its receipt of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementjoint instruction.

Indemnity Escrow. On (a) In the event Closing occurs, the Deposit and the Closing DateHoldback shall be maintained in the General Escrow Account in order to provide security for Seller’s indemnification obligations under this Article 11 and Seller’s special warranty granted in the Assignment, Purchaser shall, on behalf Deed and Xxxx of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Sale (the “Escrow AgentIndemnity Escrow”), . The Indemnity Escrow shall be held by Escrow Agent and disbursed by Escrow Agent after the Closing in immediately available funds, accordance with this Section 11.7 and the General Escrow Agreement. (b) With respect to each claim for indemnification asserted by Purchaser against Seller pursuant to this Article 11 or special warranty claim asserted by Purchaser pursuant to the account designated by Assignment, Deed and Xxxx of Sale and Section 3.1(c) during the Escrow Agent period from and after the Closing Date up to the date that is twelve (12) months following the Closing Date (the “Indemnity Escrow AccountTermination Date”), upon final resolution or determination of such an indemnity or special warranty claim by the Parties or in accordance with Section 11.4, as applicable, Purchaser and Seller shall jointly instruct Escrow Agent to disburse to Purchaser the amount equal set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the General Escrow Account as would satisfy such finally resolved or determined indemnity or special warranty claim. (c) Promptly after the six (6) month anniversary of the Closing Date (but in no event more than three (3) Business Days thereafter) (the “Initial Indemnity Holdback Release Time”), Purchaser and Seller shall jointly instruct Escrow Agent to five disburse to Seller fifty percent (550%) of the Purchase Price (value of the “Indemnity Escrow Amount”as of the Initial Indemnity Holdback Release Time, less the aggregate amount of Damages in respect of any claims for indemnification in any Claim Notice delivered prior to the Initial Indemnity Holdback Release Time. If such amount is a negative number, then no release will be made from the Indemnity Escrow as of the Initial Indemnity Holdback Release Time. (d) On the Indemnity Escrow Termination Date, Seller shall be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be distributed to Seller pursuant to the terms of the General Escrow Agreement (and Purchaser and Seller shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing). If there are remaining amounts due by Seller to Purchaser pursuant to the indemnity obligations under this Article 11 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Purchaser by Seller as they are agreed by the Parties or finally determined in accordance with the terms of this Agreement and Agreement. (e) To the extent that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of Purchaser asserts any Damages for which it believes it is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated entitled to make to any Purchaser Indemnified Parties indemnification pursuant to this Article X shall be recovered solely by release of funds 11 or any special warranty claims pursuant to the Assignment, Deed and Xxxx of Sale and Section 3.1(c), and without limitation to Purchaser’s rights to seek injunctive relief if and as permitted by the terms hereof, Purchaser Indemnified Parties from shall pursue such claims against the Indemnity Escrow Account first, and Seller shall not have any personal liability for such claims unless and until the Indemnity Escrow is exhausted, and then only as further limited in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

Indemnity Escrow. On As a remedy for the Closing Dateindemnity set forth in Article VII, Purchaser shallat the Closing, on behalf Parent shall deposit with the Escrow Agent 7.5% of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller the Transaction Shares (the “Escrow AgentEscrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in immediately available fundsa separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, to all in accordance with Article VII hereof and the account designated by terms and conditions of the Escrow Agent Agreement. On the fifth Business Day following the date (the “Indemnity Escrow AccountTermination Date”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following months from the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Escrowed Indemnity Escrow Amount (Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Company Stockholders in accordance with this Article X, Section 3.5 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

Indemnity Escrow. On (i) At or prior to the Closing DateClosing, Purchaser shallPubco, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as the Seller Representative and American Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and Seller the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in immediately available fundsform and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to the account designated by which Pubco shall cause to be delivered to the Escrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) fifteen percent (15%) of the estimated Exchange Consideration, divided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Class B Exchange Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, in each case, as long as they remain in the Indemnity Escrow Account, the “Indemnity Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Indemnity Escrow Shares, in each case, as long as they remain in the Indemnity Escrow Account (together with the Indemnity Escrow Shares, the “Indemnity Escrow Property”), in a segregated escrow account (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), and disbursed in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as Agreement. The portion of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X Class B Exchange Shares that shall be recovered solely by release of funds to withheld at the Purchaser Indemnified Parties Closing for deposit in the Indemnity Escrow Account, and any disbursement from the Indemnity Escrow Account in accordance with to Pubco, shall be allocated between the terms Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). The Indemnity Escrow Shares shall serve as the sole and exclusive source of payment of the Escrow Agreement obligations of the Sellers under Section 2.5(d) and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to obligations of the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties Indemnitors pursuant to this Article X IX (other than with respect to a claim based upon, attributable to (A) Fraud Claims or resulting from a (B) any indemnification claims for breach of any Company and Seller Fundamental Representations, for which the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Main Seller shall pay directly the remaining sums due in connection with such claim following the payments be solely responsible). Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account shall be treated by the Parties as an adjustment to the Exchange Consideration received by the Sellers pursuant to Article II hereof. Each Class B Seller shall be deemed to be the owner of such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares during the time such Indemnity Escrow Shares are held in connection therewiththe Indemnity Escrow Account, subject to the retention of any dividends, distributions and other earnings thereon in the Indemnity Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Class B Seller shall have the right to vote such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the time held in the Indemnity Escrow Account as Indemnity Escrow Shares. (ii) (A) Within three (3) Business Days after the twelve (12) month anniversary of the Closing Date (such anniversary, the “First Escrow Release Date”), the Purchaser Representative and Seller Representatives shall give joint written instruction to the Escrow Agent directing the release of the First Released Escrow Property (if any) to the Class B Sellers; (B) within three (3) Business Days after the twenty-four (24) month anniversary (such anniversary, the “Expiration Date”), the Purchaser Representative and Seller Representatives shall give joint written instruction to the Escrow Agent directing the release of all remaining Indemnity Escrow Property (if any) to the Class B Sellers; and (C) the Indemnity Escrow Property shall not be subject to any indemnification claim to the extent such claim is made after the Expiration Date; provided, furtherhowever, however that with respect to any indemnification claim made in accordance with Article IX hereof on or prior to the extentExpiration Date that remains unresolved at the time and are still contested by an Indemnitee in good faith as of the Expiration Date (any such claim, and solely a “Pending Claim”), an amount of the Indemnity Escrow Property with a value (with respect to the extentIndemnity Escrow Shares, calculated based on the Pubco Share Price as of the Expiration Date) equal to the aggregate amount of the Pending Claims set forth in the Claim Notice provided by the Purchaser Representative in accordance with Section 9.4 (as adjusted in accordance with Section 9.4(b)) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article IX. After the Expiration Date, to the extent that the value of the remaining Indemnity Escrow Property (with respect to the Indemnity Escrow Shares, calculated based on the Pubco Share Price) exceeds the aggregate amount of (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation resolved but unpaid claims in favor of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) an Indemnitee and (b) the Pending Claims set forth in the Claim Notice (as adjusted in accordance with Section 9.4(b)) submitted prior to the Expiration Date, an amount of Indemnity Escrow Amount is insufficient Property having a value (with respect to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account Shares, calculated based on the Pubco Share Price) equal to such excess shall be promptly (and no later than three (3) Business Days) disbursed by the Escrow Agent to the Class B Sellers (and Purchaser Representative and Seller Representatives shall promptly give joint written instructions to the Escrow Agent directing such release), with respect to each release of the Indemnity Escrow Property to the Class B Sellers, each such Seller shall receive such Seller’s relative Pro Rata Share (as between themselves) of such Indemnity Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release transfer any Indemnity Escrow Property remaining in the Indemnity Escrow Amount (Account to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claimClass B Sellers with each such Seller receiving such Seller’s relative Pro Rata Share (as between themselves) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementProperty.

Indemnity Escrow. On At Closing, cash constituting a portion of the Closing Date, Purchaser shall, on behalf Purchase Price in the amount of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow Agent”)are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in immediately available funds, to the account designated by the Escrow Agent form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow AccountAgreement”), an amount equal to five percent ; provided that within one (5%1) Business Day following the eighteen (18) month anniversary of the Purchase Price (Closing Date, the “Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow Amountaccount, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”), in accordance with ) pursuant to the terms of this Agreement set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and that certain Escrow Agreement by Purchaser and among Purchaser, Seller and delivered to the Escrow Agent, dated . Within one (1) Business Day after the resolution of a dispute as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties Disputed Amounts pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for plus all accrued interest thereon, minus any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of remaining Disputed Amounts. (a) the amount of claims for indemnification under this Article X asserted prior In addition to the General Survival Date but not yet resolved payment of the Purchase Price, as consideration for the sale, conveyance, assignment, delivery and (b) Purchaser’s Attrition Claim to transfer of the extent not resolved at such time in writing or pursuant to Section 3.5 (such claimsPurchased Assets, Purchaser shall assume the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementAssumed Liabilities.

Indemnity Escrow. On Within thirty (30) days of the Closing DateEffective Date or if earlier, Purchaser shallthe date that the Indemnity Escrow Agreement is executed and effective, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Borrower shall deposit into the escrow account held under the Indemnity Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent Agreement (the “Indemnity Escrow AccountEscrow”), ) an amount equal to five two percent (52%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of all Term Loans under this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from The amounts held under the Indemnity Escrow Account in accordance with Agreement shall at all times be under the terms exclusive dominion and control of the Escrow Agreement Agent and neither the Borrower nor the Agents shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated have any access thereto or right to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Sellerwithdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal extent that any Indemnitee is entitled to the sum of (a) the amount of claims for any indemnification under this Article X asserted Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the General Survival Date but not yet resolved execution and (b) Purchaser’s Attrition Claim to effectiveness of the extent not resolved at such time in writing or pursuant to Section 3.5 (such claimsIndemnity Escrow Agreement, the “Unresolved Claims”). The Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Amount retained for Unresolved Claims Agreement is executed and effective, at which time the Agents shall be released by deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the extent not utilized to pay Purchaser Indemnified Parties Borrower, for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementits own account.

Indemnity Escrow. On The initial source for New Operators’ Indemnified Parties to recover Losses for which they are entitled to be indemnified under this Article V and for the Closing Date, Purchaser shall, on behalf New Owners to recover for Losses (as defined in the Purchase Agreement) for which they are entitled to be indemnified under Article VIII of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the Purchase Agreement shall be from that certain escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal ) to five percent (5%) of be held by the Purchase Price escrow agent thereunder (the “Indemnity Escrow AmountAgent”), in accordance with ) pursuant to the terms of this Agreement and that certain Escrow Agreement dated on or about the Effective Date, by and among Purchaserthe parties hereto, Seller New Owners and the Indemnity Escrow Agent, dated as of November 8, 2013, a copy of which is in the form attached hereto as Exhibit F G (the “Indemnity Escrow Agreement”). Any payment From the sales proceeds due to Seller is obligated at the closing of the APA Sale Transaction, Sellers and/or Existing Operators shall deposit the amount of $500,000 into the Indemnity Escrow Account which amount shall fully-fund such account. The Indemnity Escrow Account shall be interest-bearing (payable proportionately to make the recipients of distributions with respect thereto), shall be reduced to the amount of $250,000 on August 1, 2014, and shall terminate and be fully released no later than August 1, 2015, all as set forth in the Indemnity Escrow Agreement, subject in each case to any Purchaser Indemnified Parties pursuant unresolved claims filed by New Operators on or prior to this Article X the applicable disbursement date, and such funds in the Indemnity Escrow Account shall remain on deposit with the Indemnity Escrow Agent until the final resolution of such claims. All fees and costs associated with the Indemnity Escrow Account shall be recovered solely borne by release of funds New Operators. Notwithstanding anything to the Purchaser Indemnified Parties contrary in the foregoing, if any Professional Liability Losses are paid out of the Indemnity Escrow Account, then Sellers and Existing Operators shall within seven (7) days of such withdrawal deposit into the Indemnity Escrow Account an amount equal to the amount withdrawn from the Indemnity Escrow Account in accordance with for the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementProfessional Liability Losses.

Indemnity Escrow. (a) On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as agent to for Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)) designated by the Escrow Agent, an the amount equal to five percent (5%) of $3,000,000 from the Purchase Price under this Agreement (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement, the Real Estate Purchase Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among Purchaser, Seller, the Seller Representative, and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any The Indemnity Escrow Account shall be subject to a first perfected security interest in favor of Purchaser and Parent, and so long as the Indemnity Escrow Account is in effect and until the Available Amount (as defined in the Guaranty) has been reduced to zero, any payment that Seller or any of the Seller Partners is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X or the Guaranty (other than claims arising under Section 10.2(a)(vii)) shall be recovered solely paid first from funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within thirty (30) calendar days after the date notice of any sums due and owing is given to the Seller Representative (as defined in Section 10.6) (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party. Any such payment shall accordingly reduce the Indemnity Escrow Amount; provided, however, that subject to the extent, and solely right of the Seller Representative to object as provided in this Section 10.5. (b) If the Seller Representative wishes to object to the extentallowance of the claim made against the Indemnity Escrow Amount, the Seller Representative on behalf of Seller and the Seller Partners must deliver a written objection (a“Objection”) to Purchaser in accordance with the notice provisions set forth in Section 12.6 within thirty (30) calendar days after receipt of such claim by the Seller is obligated Representative, expressing such Objection and explaining in reasonable detail the basis therefor. Following receipt by Purchaser of the Objection, if any, Purchaser and the Seller Representative shall promptly meet to make a payment to any Purchaser Indemnified Parties pursuant to this Article X agree on the rights of the respective parties with respect to each of such claims. If the Seller Representative and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, and the amounts agreed in such written memorandum shall be immediately paid to Purchaser from the Indemnity Escrow Account. If Purchaser and the Seller Representative cannot agree on the resolution of any Objection with five Business Days after delivery of any Objection, Purchaser may enforce its claim against the Indemnity Escrow Account by any legal process available to it. (c) If the Seller Representative fails to respond to a claim based uponagainst the Indemnity Escrow Account within the thirty (30) calendar day period described above, attributable then that failure shall conclusively be deemed agreement with the claim and the amount of such claim shall be immediately paid to or resulting Purchaser from a breach of the Specified IP Representation and Indemnity Escrow Account. (bd) the The Escrow Agent has released shall release to Seller from the remaining Indemnity Escrow Amount (to the extent not utilized to pay any Purchaser Indemnified Parties Party for any indemnification claim) to Seller, then Seller shall pay directly at the remaining sums due in connection with such claim following dates: (i) on the payments made from six month anniversary of the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller FraudClosing Date, the maximum aggregate Liability amount in excess of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (ax) $2,000,000 plus (y) the amount of all claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and paid (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)) prior to such date, (ii) on the 12 month anniversary of the Closing Date, the amount in excess of the sum of (x) $1,000,000 plus (y) the amount of all Unresolved Claims asserted prior to such 12 month anniversary date but unresolved or unpaid as of such date and (iii) on the 18 month anniversary of the Closing Date, all of the remaining Indemnity Escrow Amount except for an amount equal to Unresolved Claims asserted prior to such 18 month anniversary date but unresolved as of such date. The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay any Purchaser Indemnified Parties Party for any such claims resolved in favor of a Purchaser Indemnified PartiesParty) upon their resolution. (e) After the resolution Indemnity Escrow Account has been released as provided above, or the Available Amount has been reduced to zero, Purchaser or any Purchaser Indemnified Party may proceed directly against the Seller Partners under the Guaranty (subject to the limitations contained in the Guaranty) with respect to any claim for which indemnity may be sought under this Agreement. Notwithstanding anything to the contrary in this Agreement, Purchaser and any Purchaser Indemnified Party may proceed directly against the Seller Partners under the Guaranty at any time, for any claims arising under Section 10.2(a)(vii) of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, shall pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (Agent, the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Indemnity Escrow Agreement”). Any payment Seller is Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties paid exclusively from the Indemnity Escrow Account in accordance with the terms of the Escrow Escrowed Funds, and Sellers shall have no liability under this Agreement and shall accordingly reduce have no obligation to indemnify Purchaser other than from the Indemnity Escrow Amount; provided, however, that to Escrowed funds. On the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach first anniversary of the Specified IP Representation and (b) Closing Date, the Escrow Agent has released shall release the Indemnity Escrow Amount Escrowed Funds (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to SellerRepresentative, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X XI asserted prior to the General Survival Date such first anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount Escrowed Funds retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 XI and the Indemnity Escrow Agreement. The costs related to the maintenance of the Indemnity Escrow shall be paid out of the Indemnity Escrow Amount.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shallwithout the act of any Securityholder, the Indemnity Escrowed Shares shall be deposited by Parent (on behalf of Seller, pay the Securityholders referred to Xxxxx Fargo Bank, N.A., as agent to Purchaser in clauses (i) and Seller (ii) of the definition of “Securityholders” in Section 10.1(ll) (the “Escrow AgentIndemnity Fund Securityholders”)) with Mellon Investor Services, in immediately available funds, to the account or such other bank or trust company designated by Parent and reasonably approved by the Escrow Agent Company (the “Indemnity Escrow AccountAgent”). The Indemnity Escrowed Shares, together with any non-cash dividends or other non-cash distributions paid with respect to the Indemnity Escrowed Shares, are collectively referred to as the “Indemnity Escrow Fund.” Parent shall show the Parent Common Stock contributed to the Indemnity Escrow Fund as issued and outstanding on its balance sheet. Any dividends or distributions paid in cash with respect to the Indemnity Escrowed Shares shall not be deposited into the Indemnity Escrow Fund but instead shall be paid to the Indemnity Fund Securityholders in accordance with their respective Pro Rata Portions (determined based solely with respect to the Indemnity Fund Securityholders). The Indemnity Escrow Fund shall be governed by the terms of an amount equal Indemnity Escrow Agreement substantially in the form attached as Exhibit E, with such changes as shall be mutually agreed to five percent (5%) of by the Purchase Price Company and Parent (the “Indemnity Escrow AmountAgreement”), in accordance with and shall be (i) available to compensate the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Parent Indemnified Parties for Damages claims made pursuant to this Article X shall be recovered solely by release of funds VIII and (ii) held to secure the Purchaser Indemnified Parties from Company’s obligations to meet certain business development milestones, as set forth in the Indemnity Escrow Account Agreement. Each Indemnity Fund Securityholder’s proportionate interest in accordance with the terms of the Escrow Agreement and shall accordingly reduce Indemnity Escrowed Shares deposited into the Indemnity Escrow Amount; provided, however, that to the extent, and Fund shall be based upon such Indemnity Fund Securityholder’s Pro Rata Portion (determined based solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to the Indemnity Fund Securityholders). As more fully provided in the Canadian Exchange Agreement, a claim based upon, attributable to or resulting from a breach portion of the Specified IP Representation and (b) Company Common Stock issuable to the Escrow Agent has released participants in the Canadian Transaction in exchange for their shares of Company Common Stock shall be deposited in the Indemnity Escrow Amount (to Fund and shall constitute Indemnity Escrowed Shares. The Indemnity Escrowed Shares shall be registered in the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from name of the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation Agent for so long as they constitute part of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient Fund and, upon distribution to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the any Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article XFund Securityholder, shall be registered in no event exceed the Final Purchase Price. On the earlier name of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the such Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)Fund Securityholder. The Indemnity Escrow Amount retained for Unresolved Claims Fund shall be released by distributed at the Escrow Agent (to times and in the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved manner as shall be specified in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Indemnity Escrow Agreement.

Indemnity Escrow. On (a) If any Buyer Indemnified Party becomes entitled to any payments hereunder for any claim for indemnification pursuant to this Article VIII, such Buyer Indemnified Party shall claim against the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), Fund in an amount equal to five percent (5%) the amount of the Purchase Price (related Loss or Tax, with the “Indemnity Escrow Amount”), claim to be carried out in accordance with the terms and provisions of this Agreement and that certain the Escrow Agreement by and among PurchaserAgreement. Within five days after the final determination of the amount of any payment, Seller and Buyer shall instruct the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of Agent under the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to deliver to the extent, and solely to pertinent Buyer Indemnified Party the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier lesser of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (ai) the amount of claims for indemnification such Losses or Taxes and (ii) the amount remaining in the applicable Indemnity Escrow Fund. (b) Subject to clause (ii) in the proviso in the first sentence of Section 8.9(c), after the Indemnity Escrow Fund is exhausted and notwithstanding anything to the contrary in this Agreement, no Buyer Indemnified Party shall have any rights or remedies against Seller or any of its Affiliates or any of their respective directors, officers, employees and agents under this Article X asserted Agreement or otherwise with respect to the transactions contemplated by this Agreement for monetary relief (other than causes of action arising from actual fraud). (c) On the first Business Day after the 15 month anniversary of the Closing Date, Buyer and Seller shall cause the Escrow Agent to release to Seller from escrow an amount, if any, by which the amount of the Indemnity Escrow Fund at such time exceeds the sum of all unresolved claims (it being understood that, in the event that any of the Schedule 8.2(a)(v) Matters has not been resolved on or prior to the General Survival Date but not yet resolved 15 month anniversary of the Closing Date, such Schedule 8.2(a)(v) Matter shall be deemed to be an unresolved claim in an amount equal to the greater of (x) the last amount claimed by plaintiffs in the related proceedings or settlement negotiations and (by) Purchaser’s Attrition Claim the amount then reserved for such claim in the accounts of the Company or the applicable Subsidiary) against the Indemnity Escrow Fund made pursuant to this Agreement; provided, that if the Schedule 8.2(a)(vi) Matter has not been resolved on or prior to the extent not resolved at 15 month anniversary of the Closing Date, then (i) Buyer and Seller shall instruct the Escrow Agent to retain in the Indemnity Escrow Fund an amount equal to the lesser of (x) $15,000,000 less the amount of any amounts theretofore paid with respect to such time Schedule 8.2(a)(vi) Matter and (y) the then remaining amount of the Indemnity Escrow Fund (the “Retained Indemnity Escrow”) in writing or order to satisfy claims pursuant to Section 3.5 8.2(a)(vi) and (such claimsii) Seller shall cause the limited guaranty described on Schedule 8.9(c) of the Seller’s Disclosure Letter to be executed and delivered to Buyer. Upon final resolution of the Schedule 8.2(a)(vi) Matter, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims Buyer and Seller shall be released by cause the Escrow Agent (to release to Seller from escrow any remaining amount of the extent Retained Indemnity Escrow not utilized applied to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Seller’s obligations pursuant to Section 3.5 and the Escrow Agreement8.2(a)(vi).

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by Buyer shall deposit with the Escrow Agent (the “Indemnity Escrow Account”), an amount equal Fund pursuant to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Closing Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from All amounts in the Indemnity Escrow Account Fund in accordance with the terms excess of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved $10,000,000, and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or amount of all pending claims made by Buyer for indemnification pursuant to Section 3.5 2.1 of the RAP Indemnity Agreement, shall be paid to Disbursement Agent (such claims, for the “Unresolved Claims”)benefit of the Sellers and the InterLink Sellers) at the close of business on the first business day after the date which is six months after the Closing Date. The remainder of the Indemnity Escrow Amount retained Fund, if any, less the amount of all pending claims made by Buyer for Unresolved Claims indemnification pursuant to Section 2.1 of the RAP Indemnity Agreement (the "Year Disbursement Amount"), shall be paid to Disbursement Agent (for the benefit of the Sellers and the InterLink Sellers) at the close of business on the first business day after the date which is one year after the Closing Date. The Disbursement Agent shall disburse to Sellers and the InterLink Sellers, in accordance with the percentages set forth on the Purchase Price Allocation Schedule, any amount of the Indemnity Fund released by the Escrow Agent pursuant to this Section 2.5. Except as to claims arising from breaches of Sections 5.4, 5.8 and (to the extent set forth in Section 2.1(b) of the RAP Indemnity Agreement) 5.22, release of any amounts from the Indemnity Fund shall relieve Sellers and the InterLink Sellers of obligations under Section 2.1 of the RAP Indemnity Agreement to the extent of the amounts so released. Sellers expressly agree that any post-Closing Date adjustments under Section 2.4 shall be paid in the manner provided in Section 2.4(g) and, unless Buyer so elects (in its sole and absolute discretion), any amounts owed by Sellers and the InterLink Sellers under such sections shall not utilized be paid from the Indemnity Fund. Any one or more Sellers may elect to pay Purchaser Indemnified Parties for deliver at the Closing the Letter(s) of Credit, in which case (1) such Sellers' allocable share of the Indemnity Fund shall be released to them at Closing, and (2) any such claims resolved in favor amount to be paid from the Indemnity Fund pursuant to Article XII shall be paid proportionately (based on the relative aggregate percentage interests of Purchaser Indemnified Partiesthe Sellers delivering the Letter(s) of Credit) from the cash portion of the Indemnity Fund and from draws upon the resolution Letter(s) of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementCredit.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, Subject to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms other provisions of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent12, (ai) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to the Buyer may give notice of a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior 12 pursuant to the General Survival Date Indemnity Escrow Agreement and (ii) neither the exercise of such right by the Buyer nor the failure to give a notice of a claim under the Indemnity Escrow Agreement will constitute an election of remedies or limit the Buyer in any manner in the enforcement of any other remedies hereunder that may be available to it. (i) If Designated Employee ceases to be employed by the Buyer during the first one hundred eighty (180) days following the Closing Date, but is not yet resolved entitled to receive the Severance Obligation, a portion of the Indemnity Escrow Amount equal to One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid to the (ii) If Designated Employee continues to be employed by the Buyer on the date which is one hundred eighty (180) days following the Closing Date, a portion of the Indemnity Escrow Amount equal to One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid to the Seller under the terms of the Indemnity Escrow Agreement. (iii) If Designated Employee ceased to be employed by the Buyer during the one hundred eighty (180) days following the Closing Date, and Designated Employee claims that she is entitled to payments of the Severance Obligation upon the final resolution of any such claim, payment of any amounts expended by the Buyer with respect to such resolution up to One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid from the Indemnity Escrow to the Buyer under the terms of the Indemnity Escrow Agreement and the difference between any such amount paid to the Buyer and One Hundred Seventy-Five Thousand Dollars ($175,000) shall be paid from the Indemnity Escrow to the Seller. (b) Purchaser’s Attrition Claim to On December 1, 2007, a portion of the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained equal to Four Hundred Fifty Thousand Dollars ($450,000) less the sum of (i) the aggregate amount of any claims paid to the Buyer under the Indemnity Escrow Agreement and (ii) the aggregate amount of any claims for Unresolved Claims indemnification hereunder for which notice has been given under Section 12.3, shall be released by the Escrow Agent (paid to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor Seller under the terms of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Indemnity Escrow Agreement. (c) On the date which is fifteen months after the Closing Date any funds which continue to be held under the Indemnity Escrow Agreement less the aggregate amount of any claims for indemnification hereunder for which notice has been given under Section 12.3 shall be paid to the Seller under the terms of the Indemnity Escrow Agreement.”

Indemnity Escrow. (a) On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released deposit the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount will be reduced (but not below zero) by the amount of any indemnification obligations of the Seller or the Partners under Section 9.2 (subject to any provisions herein limiting such indemnification obligations, including, without limitation, Section 9.4). (b) Promptly following the first (1st) anniversary of the Closing Date, the Purchaser and the Seller shall deliver a joint written instruction to the Escrow Agent to effectuate disbursement to an account designated by the Seller an amount (if any) equal to (i) the then remaining amount of the Indemnity Escrow Amount, minus (ii) Pending Claim Amounts (if any). (c) Any portion of the Indemnity Escrow Amount otherwise payable but retained for Unresolved Claims shall be released by the Escrow Agent (with respect to a Pending Claim shall be disbursed to the extent not utilized Seller pursuant to pay a joint written instruction delivered from the Purchaser and the Seller to the Escrow Agent promptly following the final disposition of such Pending Claim. (d) Subject to the limitations set forth in this Agreement, including without limitation, the provisions of Section 6.10, the Indemnity Escrow Amount will be the first source of funds for the indemnification obligations of the Seller and the Partners under Article IX, but the Purchaser Indemnified Parties will remain entitled to the full amounts owed to them under this Agreement (if any) should the Indemnity Escrow Amount be insufficient or unavailable to cover any amount so owed, in all cases subject to any provisions herein limiting such indemnification obligations, including, without limitation, Section 9.1 and Section 9.4. (e) The Seller will be treated as the owner of the Indemnity Escrow Amount for any such claims resolved in favor purposes of Purchaser Indemnified PartiesSection 468B(g) upon of the resolution of such Unresolved Claims Code in accordance with this Article XProposed Treasury Regulations 1.468B-8(c). In the event that the Indemnity Escrow Amount earns interest or other income, Section 3.5 and such interest or other income is in excess of imputed interest under the Code, the Parties agree that such excess will hereby be treated as additional stated interest or other income (and not purchase price) for U.S. federal income tax purposes. The purpose of the preceding sentence is to establish that the Indemnity Escrow AgreementAmount does not represent a contingent payment without a stated maximum contribution to overall selling price as determined for U.S. federal income tax purposes and Treasury Regulations 15a.453-1(c)(2).

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf shall deposit with First National Bank of Seller, pay to Xxxxx Fargo Bank, N.A.Omaha (the “Escrow Agent”), as agent to Purchaser and Seller the Stockholder Representation (on behalf of the “Escrow Agent”Selling Stockholders), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an and amount equal to five percent (5%) of the Purchase Price $5,000,000.00 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among Purchaser, Seller the Stockholder Representative and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment Seller is the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X VIII shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient (and such claims are not subject to the Cap limitation under Section 8.4(c)) to pay such claimany remaining sums due, then Seller the Selling Stockholders shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the applicable Purchaser Indemnified Party by wire transfer of immediately available funds within five (5) Business Days after the date of such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricenotice. On the earlier first (1st) anniversary of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay any Purchaser Indemnified Parties for any indemnification claim) to Sellerthe Stockholder Representative (for distribution to the Selling Stockholders in accordance with their respective pro rata portion of the Purchase Price), except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X VIII asserted prior to the General Survival Date such first (1st) anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Partiesthereof) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 VIII and the terms of the Escrow Agreement.

Indemnity Escrow. On (i) Within three (3) Business Days following the Closing DateSurvival Date (such payment date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow AgentRelease Date”), in immediately available funds, ) the Surviving Entity and the Stockholders shall deliver joint written instructions to the account designated by the Escrow Agent (directing the “Indemnity Escrow Account”), an amount equal Agent to five percent (5%) of disburse to the Purchase Price (the “Indemnity Escrow Amount”), Stockholders in accordance with the terms Escrow agreement that portion of this Agreement the Indemnity Escrow Amount, if any, equal to (x) the aggregate remaining amount of the Indemnity Escrow Amount, less (y) the sum of the aggregate amount of Losses specified in any then unresolved indemnification Claims made by the Surviving Entity pursuant to Section 7.10 on or prior to the Survival Date for such Claims (such Claim amounts under clause (y), “Pending Claims,” and such amount that certain Escrow Agreement by and among Purchaser, Seller and is retained in the Escrow AgentAmount in respect of the Pending Claims, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow AgreementReserve Amount”). Any payment Seller is obligated Within three (3) Business Days after resolution of any Pending Claim, the Surviving Entity and the Stockholders shall deliver joint written instructions to make the Escrow Agent directing the remaining portion of the Reserve Amount (if any) related to any Purchaser Indemnified Parties such Pending Claim be released pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with such joint written instructions and the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) Agreement. If the Indemnity Escrow Amount is insufficient not sufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases entire amount of Seller Fraudany Claim under Section 7.10, the maximum aggregate Liability of Seller Surviving Entity Indemnified Parties shall have all other rights and remedies available to them under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (Section 7.10 as applicable to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementClaim.

Indemnity Escrow. On (a) The amounts of any Damages payable to the Closing Date, Purchaser Parent Indemnified Parties under Section 8.2 shall, on behalf in each case, be paid by release out of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller cash held in the Escrow Account (the “Indemnification Escrow AgentProperty”) to the applicable Parent Indemnified Party from the Escrow Account. (b) On the Survival Termination Date, the Escrow Agent shall release all or a portion of the Indemnification Escrow Property to the Escrow Participating Holders such that, following such release, the amounts remaining in the Escrow Account equals only the amount, if any, of claims for indemnification under Section 8.2 properly asserted prior to such date by the Parent Indemnified Parties in writing in accordance with Article VIII but not yet resolved as of the Survival Termination Date (the “Unresolved Claims”), in immediately available funds, . Such amounts shall be released to the account designated Escrow Participating Holders, pro rata in accordance with their respective Escrow Percentages. The amounts retained in the Escrow Account in respect of any Unresolved Claim shall be released by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) upon final resolution of the Purchase Price (the “Indemnity Escrow Amount”), any Unresolved Claim in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy respect of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount such amounts had been retained (to the extent not utilized to pay Purchaser Indemnified Parties satisfy valid claims for indemnification pursuant to Section 8.2) in accordance with this Section 8.7 and the terms of the Escrow Agreement. (c) Promptly (and in any indemnification claimevent within five (5) business days) upon any person becoming entitled to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made release of amounts from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to VIII or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, Parent and the Holder Representative shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, execute joint written instructions to the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that instructing the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at so release such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementamounts.

Indemnity Escrow. (a) In the event the Newco Indemnitees shall have, prior to the expiration of the applicable survival period under Section 8.4(h), delivered a notice of a claim (a “Pending Claim”) in respect of indemnification under this Agreement (including for the avoidance of doubt, a claim arising under Section 8.6), and any payment pursuant to Section 2.7 to the Stockholder Representative, such Newco Indemnitees and the Stockholder Representative shall negotiate in good faith to reach agreement upon (x) the Newco Indemnitees’ right to indemnification hereunder and the amount of such Newco Indemnitees’ Damages and (y) the amount on deposit in the Indemnity Escrow Account that should be reserved (the “Reserve Amount”) in respect of such Pending Claim prior to resolution of the matters in respect thereof described in clause (x). If such Persons are unable so to reach agreement, then any such dispute shall, subject to the terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction. Pending a resolution of the Reserve Amount in respect of any claim, the Reserve Amount therefor shall be the amount in good faith estimated by the Newco Indemnitees based on back-up documentation containing such detail as is reasonable under the circumstances. (b) Upon the agreement by the Stockholder Representative and the Newco Indemnitees or as finally determined by a court of competent jurisdiction in respect of any Pending Claim, the Stockholder Representative and the Surviving Corporation shall jointly instruct the Escrow Agent under the Indemnity Escrow Agreement to pay to the Surviving Corporation the lesser of (x) the amount of such Damages and (y) the balance then on deposit in the Indemnity Escrow Account. (c) On the eighteen (18) month anniversary of the Closing Date, Purchaser shalland upon request by the Stockholder Representative from time to time thereafter until the thirty-six (36th) month anniversary of the Closing or until such earlier time as there are no funds remaining on deposit in the Indemnity Escrow Account, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser the Stockholder Representative and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by Surviving Corporation shall instruct the Escrow Agent (under the “Indemnity Escrow Account”), an amount equal Agreement to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds pay to the Purchaser Indemnified Parties from holders of Company Preferred Stock, as Additional Preferred Stock Consideration, the amount by which (x) the funds remaining on deposit in the Indemnity Escrow Account in accordance with exceed (y) the terms sum of $7,500,000 (the “Initial Survival Amount”) and the aggregate amount of all unpaid Reserve Amounts at such time. (d) On the thirty-six (36) month anniversary of the Escrow Agreement Closing Date, and shall accordingly reduce upon request by the Stockholder Representative from time to time thereafter until the forty-second (42nd) month anniversary of the Closing Date or until such earlier time as there are no funds remaining on deposit in the Indemnity Escrow Amount; providedAccount, however, that to the extent, Stockholder Representative and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) Surviving Corporation shall instruct the Escrow Agent has released under the Indemnity Escrow Amount (Agreement to pay to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claimholders of Company Preferred Stock, as Additional Preferred Stock Consideration, the amount by which (x) to Seller, then Seller shall pay directly the funds remaining sums due on deposit in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to exceed (y) the extentsum of $4,000,000 (the “Late Survival Amount”) and the aggregate amount of all unpaid Reserve Amounts at such time. (e) On the forty-second (42) month anniversary of the Closing Date, and solely upon request by the Stockholder Representative from time to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) time thereafter until there are no funds remaining on deposit in the Indemnity Escrow Amount is insufficient Account, the Stockholder Representative and the Surviving Corporation shall instruct the Escrow Agent under the Indemnity Escrow Agreement to pay such claimto the holders of Company Preferred Stock, then Seller shall pay directly as Additional Preferred Stock Consideration, the amount by which (x) the funds remaining sums due on deposit in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (ay) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the aggregate amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved all unpaid Reserve Amounts at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementtime.

Indemnity Escrow. On The Escrow Agent shall make disbursements as provided in this Section 2.1 from the Closing Date, Purchaser shall, on behalf Indemnity Escrow Account to satisfy the Seller Parties’ indemnification obligations pursuant to Article 6 of Seller, pay the Purchase Agreement. a. At any time prior to Xxxxx Fargo Bank, N.A.the Indemnity Escrow Distribution Date (as defined below), as agent to Purchaser promptly as practicable, but in any event within five (5) Business Days after receiving (i) joint written instructions from Buyer and Seller Representative (“Joint Instructions”) or (ii) written instruction from Buyer attaching a final non-appealable court order from a court of competent jurisdiction (a “Court Order”) setting forth the “Escrow Agent”), in immediately available funds, amount of the Adverse Consequences and relating to the account designated by release of any cash or Indemnity Escrow Shares from the Indemnity Escrow Account, the Escrow Agent (the “shall release or cause to be released any such cash or Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement Shares and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties other amounts from the Indemnity Escrow Account in accordance with the terms of amounts, to the Escrow Agreement Persons, and shall accordingly reduce in the manner set forth in such Joint Instructions or Court Order. b. On October 14, 2016 (the “Indemnity Escrow Amount; providedDistribution Date”), however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Sellershall, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made upon receipt of Joint Instructions, release from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, cash and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, Shares then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account to the Exchange Agent for further distribution to the Seller Parties, less the amount in connection therewith; provided, further, however, that, cash and number of Indemnity Escrow Shares equal to the Pending Claims (as defined below). A “Pending Claim” means any (A) claim asserted in good faith by any Buyer Indemnitee for Adverse Consequences of the kind recognized under Article 6 of the Purchase Agreement that is pending before a court of competent jurisdiction or otherwise remains unresolved or (B) any portion of the Escrow Fund due and owing to Buyer or the other than in cases Buyer Indemnitees pursuant to Article 6 of Seller Fraud, the maximum aggregate Liability of Seller under this Purchase Agreement, including this Article Xbut not yet paid. Following the Indemnity Escrow Distribution Date, shall in no event exceed the Final Purchase Price. On the earlier upon resolution of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statementa Pending Claim, the Escrow Agent shall shall, within two (2) Business Days after receiving Joint Instructions or a Court Order release to the Exchange Agent for further distribution to the Seller Parties from the Escrow Account such cash and number of Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) Shares equal to the sum portion of (a) the amount of claims for indemnification under this Article X asserted prior Pending Claim resolved that is not required to pay the General Survival Date but Adverse Consequences or that is not yet resolved otherwise due and (b) Purchaser’s Attrition Claim owing to the extent not resolved at such time in writing or any Buyer Indemnitees pursuant to Section 3.5 (such claims, Article 6 of the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Purchase Agreement.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Wxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $2,800,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F H (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within five (5) Business Days after the date notice of any sums due and owing is given to the Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Controlling Shareholders shall be required to pay directly the remaining all of such additional sums due in connection with such claim following and owing to the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases Purchaser Indemnified Parties by wire transfer of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of immediately available funds within five (a) the date that is fifteen (155) Business Days following after the General Survival Date and (b) date of such notice. Following the tenth Business Day immediately following after the date on which Purchaser delivers first anniversary of the Attrition Rate StatementClosing Date (the “Release Date”), the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to on or before the General Survival Release Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow Agreement.

Indemnity Escrow. On (a) At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as the Buyer shall issue (or shall instruct the Buyer’s transfer agent to Purchaser and Seller (issue) the “Indemnity Escrow Agent”)Shares in the name of the Escrow Agent or its nominee. As promptly as practicable following the Closing, in immediately available fundsaccordance with the Escrow Agreement, the Buyer shall deliver to the Escrow Agent and the Seller written evidence (in the form of a direct registration statement or other customary written evidence of the registration of the Indemnity Escrow Shares) of the issuance of the Indemnity Escrow Shares and registration of the Indemnity Escrow Shares in book-entry in the name of the Escrow Agent or its nominee, to the account designated be held by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and the Escrow Agreement. In accordance with the Escrow Agreement, any dividends, distributions or other income earned on or with respect to the Indemnity Escrow Shares shall be deposited in the Indemnity Escrow Account. Such deposited dividends, distributions or other income earned with respect to the Indemnity Escrow Shares shall remain in the Indemnity Escrow Account and be distributed according to the provisions herein and the Escrow Agreement. During such time that certain the Indemnity Escrow Agreement Shares are held by and among Purchaser, Seller and the Escrow Agent, dated as the Seller shall retain the right to vote the Indemnity Escrow Shares. (b) Within two Business Days following the final determination of November 8, 2013, a copy the amount of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make any Damages due to any Purchaser Buyer Indemnified Parties Person pursuant to this Article X Section 8.1(a) for which the Buyer is entitled to recover from the Indemnity Escrow Account, the Seller and the Buyer shall be recovered solely by direct the Escrow Agent to release of funds to the Purchaser Indemnified Parties Buyer a number of shares of Buyer Common Stock having a value equal to the amount of such Damages (based on the Buyer Applicable Stock Price with respect to such date of determination, and with such number of shares rounded up to the nearest whole share), and the Buyer shall promptly cause any such shares to be cancelled. (c) Within two Business Days following the Survival Date, the Buyer and the Seller shall direct the Escrow Agent to release to the Seller from the Indemnity Escrow Account the Buyer Common Stock remaining in the Indemnity Escrow Account, minus a number of shares of Buyer Common Stock having a value (based on the Buyer Applicable Stock Price with respect to the Survival Date, with such number of shares rounded up to the nearest whole share) equal to the amount of Damages in respect of any claim for indemnification timely made by the Buyer under Section 8.1(a) that has not yet been finally determined in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach VIII. (d) In the event any shares of the Specified IP Representation and (b) the Escrow Agent has Buyer Common Stock are not released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; providedas a result of a holdback pursuant to Section 8.5(c), furtherthen following the final determination of any such outstanding claims, however that the Buyer and the Seller will cause the Escrow Agent to release, within two Business Days, to the extent, and solely to Buyer a number of shares of Buyer Common Stock having a value (based on the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X Buyer Applicable Stock Price with respect to a claim based uponsuch date of determination, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases number of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (shares rounded up to the total amount then held by the Escrow Agentnearest whole share) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior Damages, if any, finally determined to be owed to the General Survival Date but not yet resolved Buyer Indemnified Persons in respect of such claim, and the Buyer shall promptly cause any such shares to be cancelled. (be) Purchaser’s Attrition Claim to Promptly following the extent not resolved at such time in writing or final determination of all pending claims pursuant to Section 3.5 (such claims8.5(c) and the releases, if any, contemplated by Section 8.5(d), the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims Seller and the Buyer shall be released by cause the Escrow Agent (to release to the extent not utilized to pay Purchaser Indemnified Parties for Seller any such claims resolved Buyer Common Stock remaining in favor of Purchaser Indemnified Partiesthe Indemnity Escrow Account. (f) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 The Buyer and the Escrow AgreementSeller agree to the matters set forth on Schedule 8.5.

Indemnity Escrow. On To secure the Closing DateStockholders’ performance of their indemnity obligations under this Article VII, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as Parent shall deposit with an independent escrow agent to Purchaser and Seller be agreed to by the parties (the “Escrow Agent”), in immediately available funds(i) the Escrow Shares, and (ii) the Escrow Cash Amount (collectively with the Escrow Shares, the “Escrow”), pursuant to the account designated terms and conditions of a customary escrow agreement to be agreed upon by the parties prior to the Closing and to be entered into as of the Closing Date by and among Parent, Company, the Stockholders and the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated Parent shall cause the Escrow Agent to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds deliver to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms Stockholders any portion of the Escrow Agreement and shall accordingly reduce (i) remaining after the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to application of any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or setoff pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v7.4(e) and (bii) not then subject to any Payable Claim or Unresolved Claim, as follows (x) after final resolution of the Indemnity Escrow Amount is insufficient working capital adjustment pursuant to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementSection 1.7(e), the Escrow Agent shall release Cash Amount, (ii) on the Indemnity Escrow Amount first anniversary of the Closing Date, fifty percent (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim50%) to Seller, except that of the Escrow Agent shall retain an amount Shares, and (up to iii) on the total amount then held by eighteen (18) month anniversary of the Closing Date, any remaining portion of the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved Shares, if any. Any portion withheld at such time in writing or pursuant respect of an Unresolved Claim shall be promptly delivered to Section 3.5 (the Stockholders after such claims, the “claim for indemnification of Losses has ceased to be an Unresolved Claims”)Claim and has not matured into a Payable Claim. The Indemnity Escrow Amount retained for Unresolved Claims shall Shares will be issued in the name of the Stockholders upon issuance in connection with a Subsequent Payment, and unless and until released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Parent in accordance with this Article XVII, Section 3.5 the Stockholders shall have the sole and exclusive right to exercise any and all voting and consensual rights and powers from and after such date, and shall be entitled to receive and retain any and all cash dividends. For income tax purposes, the Stockholders shall be deemed the owner of the Escrow Shares, and the Stockholders will be responsible for paying all Taxes on any earnings associated with such issuance and ownership. The parties hereto acknowledge and agree that they will not treat any portion of a payment to the Stockholders from the Escrow Agreementupon release (if ever) of the amounts held pursuant to the terms of this Section 7.4(f) as a payment of interest to the Stockholders by Parent, except as otherwise required by a Taxing Authority.

Indemnity Escrow. On (i) At or prior to the Closing DateClosing, Pubco, Purchaser shallRepresentative, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and Seller the Company), as escrow agent (the “Escrow Agent”), in immediately available fundsshall enter into an Escrow Agreement, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) effective as of the Purchase Price (the “Indemnity Escrow Amount”)Effective Time, in accordance with the terms of this Agreement form and that certain Escrow Agreement by and among Purchaser, Seller substance reasonably satisfactory to Purchaser and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Company (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties , pursuant to this Article X which Pubco shall cause to be recovered solely by release of funds delivered to the Purchaser Indemnified Parties from Escrow Agent ten percent (10%) of the Base Exchange Shares otherwise issuable to the Seller or the Designated Share Recipients at the Closing (such Base Exchange Shares, including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, as long as they remain in the Indemnity Escrow Account Account, the “Indemnity Escrow Shares”) to be held along with any other dividends, distributions and other earnings thereon (the “Indemnity Escrow Property”), to be held by the Escrow Agent in a segregated escrow account (“Indemnity Escrow Account”) and disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement Agreement, served as a source of security for the Seller’s indemnification obligations under ARTICLE IX; (ii) Within three (3) Business Days after July 1, 2022 (the “Expiration Date”), the Purchaser Representative and Seller Representative shall accordingly reduce give joint written instruction to the Escrow Agent directing the release the Indemnity Escrow AmountProperty to the Designated Share Recipients; and the Indemnity Escrow Property shall no longer be subject to any indemnification claim to the extent such claim is made after the Expiration Date, provided, however, that with respect to any indemnification claims made in accordance with ARTICLE IX hereof on or prior to the extentExpiration Date that remain unresolved at the time and are still contested by an Indemnitee in good faith as of the end of the Expiration Date ( any such claim, and solely a “Pending Claim”), an amount of the Indemnity Escrow Property with a value (with respect to the extentIndemnity Escrow Shares, calculated based on the Pubco Share Price as of the Expiration Date) equal to the aggregate amount of the Pending Claims set forth in the Claim Notice provided by the Purchaser Representative in accordance with Section 9.4(b) (as adjusted in accordance with Section 9.4(b)) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of ARTICLE IX. (iii) After the Expiration Date, to the extent that the value of the remaining Indemnity Escrow Property (with respect to the Indemnity Escrow Shares, calculated based on the Pubco Share Price) exceeds the aggregate amount of (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach resolved but unpaid claims in favor of the Specified IP Representation an Indemnitee and (b) the Pending Claims set forth in the Claim Notice (as adjusted in accordance with Section 9.4(b)) submitted prior to the Expiration Date, an amount of Indemnity Escrow Agent has released Property having a value (with respect to the Indemnity Escrow Amount Shares, calculated based on the Pubco Share Price) equal to such excess shall be promptly (and no later than three (3) Business Days) disbursed by the Escrow Agent to the extent not utilized Designated Share Recipients (and Purchaser Representative and Seller Representatives shall promptly give joint written instructions to pay Purchaser Indemnified Parties for any indemnification claim) the Escrow Agent directing such release), with respect to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from each release of the Indemnity Escrow Property to the Designated Share Recipients. The Indemnity Escrow Property upon its release from Indemnity Escrow Account shall not be required to be distributed pro rata among all the Designated Share Recipients. Promptly after the final resolution of all Pending Claims and the payment of all indemnification obligations in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release disburse any Indemnity Escrow Property remaining in the Indemnity Escrow Amount (Account to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to SellerDesignated Share Recipients, except that the Escrow Agent shall retain an amount (up to the total amount then held with instruction given by the Escrow Agent) equal to Seller Representative setting forth the sum allocation of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims Property among the Designated Share Recipients. Each Designated Share Recipient shall be released by have the right to vote such Designated Share Recipient’s relative holding shares of the Indemnity Escrow Agent Property (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved time held in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Indemnity Escrow AgreementAccount.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by Buyer shall deposit with the Escrow Agent the sum of Four Million Nine Hundred Fifty Thousand Dollars (the “Indemnity Escrow Account”), an amount equal to five percent (5%$4,950,000) of the Purchase Price (the “"Indemnity Escrow Amount”), in accordance with Fund") pursuant to the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Closing Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release One-half of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with Fund, less the terms amount of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties all claims made by Buyer for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii15.1 (together with the portion of accrued interest attributable to such claims), provided that the aggregate amount of such claims that are based upon breaches of Seller's representations and warranties contained herein shall exceed the Basket, shall be paid to the Paying Agent under the Closing Escrow Agreement at the close of business on the first business day after six (6) months from the Closing Date. The remainder of the Indemnity Fund, less the amount of all claims made by Buyer for indemnification pursuant to Section 10.2(a)(iii15.1 (together with the portion of accrued interest attributable to such claims), Section 10.2(a)(iv) or Section 10.2(a)(vprovided that the aggregate amount of such claims that are based upon breaches of Seller's representations and warranties contained herein shall exceed the Basket, shall be paid to Paying Agent at the close of business on the first business day after the first anniversary date of the Closing Date. Seller expressly agrees that any post-Closing Date adjustments required to be made to the Purchase Price pursuant to Sections 3.4(a), (c) and (be) the Indemnity Escrow Amount is insufficient and payable to pay such claim, then Buyer shall be paid directly by Seller to Buyer in immediately available funds and shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) reduce the amount of claims the Indemnity Fund; provided that Buyer may, at its option, make a claim against the Indemnity Fund for such Purchase Price adjustment amounts, which claim shall not be subject to either the Basket or any other limitation as to the maximum amount thereof which Buyer may seek or be entitled to indemnification under Section 15 or any other provision of this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

Indemnity Escrow. On To secure the Closing Dateperformance by the Company Stockholders of their indemnity obligations under this Section 6, upon the Closing, Purchaser shallshall deposit the aggregate Escrow Amount Per Share into an escrow account (the “Escrow Fund”) established with X.X. Xxxxxx Trust Company, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller National Association (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms and conditions of this Agreement the Escrow Agreement. The fees and that certain expenses of the Escrow Agent under the Escrow Agreement shall be borne by and among Purchaser. To the extent that a Purchaser Indemnified Person makes any claim for indemnification pursuant to Section 6(a), Seller and it shall make a claim against the Escrow Agent, dated as Fund in accordance with the terms and conditions of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”, which shall provide, among other things, that the portion of the Escrow Fund consisting of shares of Purchaser Common Stock shall be valued at an amount equal to $21.79 per share for purposes of any such claim (unless there is a Change of Control (as defined below) of Purchaser in which event such shares of Purchaser Common Stock shall be valued at the amount payable for such shares pursuant to such Change of Control). Any payment Seller is obligated to make to In the event that any Purchaser Indemnified Parties pursuant Person sustains or incurs Losses for which it is entitled to this Article X indemnification under Section 6(a), such Losses shall be recovered solely by release of funds to the Purchaser Indemnified Parties or paid from the Indemnity Escrow Account Fund for the amount of such claim in accordance with the terms of the Escrow Agreement until such Losses are paid or until no portion of the Escrow Fund remains. In such event, such indemnified Loss shall be recovered by Purchaser from the aggregate Escrow Amount Per Share of each Company Stockholder, on a several basis in accordance with each Company Stockholder’s Pro Rata Share of the amount of such Loss, and shall accordingly reduce consisting of cash and shares of Purchaser Common Stock (if any) in accordance with the Indemnity Escrow Amount; provided, however, same ratio as that applicable to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X aggregate Escrow Amount Per Share deposited with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released on behalf of such Company Stockholder at the Indemnity Closing. The period during which claims for Losses may be made (the “Claims Period”) against the Escrow Amount (to Fund shall commence at the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, Closing and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) terminate on the date that is fifteen twelve (1512) Business Days following the General Survival Date and (b) the Business Day immediately following months after the date of this Agreement (the “Escrow Period”). Notwithstanding anything contained herein to the contrary, such portion of the Escrow Fund at the conclusion of the Escrow Period as shall be necessary to satisfy any unresolved or unsatisfied claims for Losses hereunder shall remain in escrow until such claims for Losses have been resolved or satisfied. The remainder of the Escrow Fund, if any, shall be delivered to the Company Stockholders promptly (and in any event within five (5) business days) after the expiration of the Escrow Period in accordance with each such Company Stockholder’s Pro Rata Share and based on which the same ratio of cash and shares of Purchaser delivers Common Stock (if any) as that applicable to the Attrition Rate Statement, aggregate Escrow Amount Per Share deposited with the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution on behalf of such Unresolved Claims in accordance with this Article X, Section 3.5 and Company Stockholder at the Escrow AgreementClosing.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Sellerthe Selling Stockholders, pay to Xxxxx Fargo BankMellon Trust of New England, N.A., as agent to Purchaser and Seller the Selling Stockholders (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), Account an amount of the Cash Price equal to five percent (5%) of the Purchase Price $2,200,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among Purchaser, Seller the Stockholder Representative (on behalf of the Selling Stockholders) and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). The funds in the Indemnity Escrow Account shall be treated as being owned by the Selling Stockholders for Tax purposes and all parties hereto will file all Tax Returns consistent with such treatment. Any payment Seller is the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X VIII shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms provisions of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Selling Stockholders shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the applicable Purchaser Indemnified Party by wire transfer of immediately available funds on the date that such claim following the payments made funds would have been released from the Indemnity Escrow Account if sufficient funds were in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricesuch account. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers first (1st) anniversary of the Attrition Rate StatementClosing Date, the Escrow Agent shall release a portion of the funds held in the Indemnity Escrow Amount (Account to the extent not utilized to pay Purchaser Indemnified Parties Stockholder Representative (for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up distribution to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Selling Stockholders in accordance with this Article X, Section 3.5 their respective aggregate percentage ownership of the Shares as set forth on Exhibit A) in accordance with the provisions of the Escrow Agreement. The remaining balance of funds held in the Indemnity Escrow Account shall thereafter be distributed and released in accordance with the provisions of the Escrow Agreement.

Indemnity Escrow. On As soon as practicable after the Closing DateEffective Time, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Xxxxxxx shall deposit into an escrow account (the “"Indemnity Escrow") with IBJ Xxxxxxxx Bank & Trust Company as escrow agent (the "Indemnity Escrow Agent”"), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five i) ten percent (510%) of the Purchase Price Xxxxxxx Shares, (ii) the Revenue Contingent Share Pool and (iii) the Additional Share Pool (collectively, the "Indemnity Escrow Holdback"). The Indemnity Escrow Holdback shall be withheld on a pro rata basis from the Concept Shareholders who otherwise are entitled to such amounts at the Effective Time or at the end of the Measurement Period and shall be governed by the terms set forth herein and in an escrow agreement (the “"Indemnity Escrow Amount”)Agreement") in substantially the form attached hereto as EXHIBIT F. The Indemnity Escrow (but only up to a maximum of the total aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent of the amount of Damages that such Indemnitee has incurred by reason of the breach by Concept of any representation, warranty, covenant or agreement of Concept contained herein, or by reason of any misrepresentation by Concept made in accordance with the terms or pursuant to Section 3 of this Agreement and that certain Escrow Agreement or in any certificate delivered by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties Concept pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow AmountAgreement; provided, however, that to the extent, and solely to the extent, (a) Seller any claim or Legal Proceeding for which indemnity is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller sought shall pay directly the remaining sums due in connection with such claim following the payments made be satisfied from the Indemnity Escrow Account Holdback in connection therewith; providedthe following priority: (i) from the ten percent (10%) of the Xxxxxxx Shares deposited in escrow, further, however that (ii) from the Revenue Contingent Share Pool (so long as indemnity is sought prior to the extent, and solely to end of the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(vIndemnification Period) and (biii) from the Additional Share Pool (so long as indemnity is sought prior to the end of the Indemnification Period). No shareholder of Concept shall have any personal obligation to indemnify Indemnitee hereunder, such obligation shall extend only to such shareholders interest in the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementHoldback.

Indemnity Escrow. On At the Closing DateTime, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A.National Association, a national banking association, as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)) designated by the Escrow Agent, an amount equal to five percent $1,800,000 (5%) of the Purchase Price (plus interest and investment income, the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, in the form of Exhibit F hereto, which will be executed at the Closing, by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X IX shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with by the Escrow Agent pursuant to the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller Seller, the Voting Trustees and the Voting Shareholders shall be required to pay directly the remaining all of such additional sums due in connection with such claim following and owing to the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases Purchaser Indemnified Parties by wire transfer of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of immediately available funds within five (a) the date that is fifteen (155) Business Days following the General Survival Date and (b) the Business Day immediately following after the date on which Purchaser delivers of such notice, and in the Attrition Rate Statementevent Seller, the Escrow Agent shall release Voting Trustees and the Indemnity Escrow Amount (Voting Shareholders do not make such payment pursuant to the extent not utilized to pay this Section 9.5, Purchaser Indemnified Parties for may deduct such amount from any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or Earn-Out Payments due pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement3.4.

Indemnity Escrow. On Subject to the continued retention by the Escrow Agent of any portion of the Indemnity Escrow that is the subject of a pending indemnification claim until resolution thereof, promptly after the date that is the eighteen (18) month anniversary of the Closing Date, Purchaser shallunless earlier released as a result of satisfaction of an indemnification claim by Cash Satisfaction, on behalf payment of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated an indemnification claim hereunder or upon forfeiture by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) a Stockholder of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms any portion of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account otherwise constituting Restricted Stock as contemplated in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement2.11, the Escrow Agent shall release to the Stockholders to the Indemnity Escrow Amount that does not constitute Restricted Stock based upon the Stockholder’s Proportionate Share (to the extent not utilized to pay Purchaser Indemnified Parties other than for Dissenting Shares, satisfaction of any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time claim in writing or cash pursuant to Section 3.5 (such claims8.5(c) and subject to adjustment for any amounts payable by any Stockholder for breaches of its individual representations and warranties or covenants in Article I of the Stockholder Agreement, any forfeited stock, and any Cash Satisfaction), the “Unresolved Claims”)Stock Consideration remaining in the Indemnity Escrow after satisfaction of any indemnifiable claims for Losses and not subject to a pending claim as provided in the Escrow Agreement as adjusted for any Cash Satisfaction. The remaining Acquiror Common Stock that remains Restricted Stock shall be delivered to, and retained by Acquiror’s transfer agent, as Restricted Stock for release as such stock is no longer subject to risk of forfeiture, subject to this Article VIII. In the event of the termination of the Indemnity Escrow Amount retained for Unresolved Claims shall be released by after resolution of any pending claims following the earlier of (i) the anniversary date on which such shares in the Indemnity Escrow Agent (are no longer subject to the extent not utilized risk of forfeiture and (ii) an Acceleration Event, Acquiror shall promptly distribute any remaining Indemnity Escrow to pay Purchaser Indemnified Parties the Stockholders based upon such Stockholder’s Proportionate Share (other than for Dissenting Shares and subject to adjustment of any such claims resolved amounts payable by any Stockholder for breaches of its representations and warranties or covenants in favor Article I of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Stockholder Agreement).

Indemnity Escrow. On the Closing Date(a) Upon Closing, Purchaser shall, on behalf of Seller, pay Buyer shall deliver to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent Three Million Dollars (5%$3,000,000.00) of pursuant to Section 8.3(d) to be held in the Purchase Price Escrow Account (such amount, the “Indemnity Escrow Amount”). Without limiting Sellers’ indemnity obligations under Section 12.2, the Indemnity Escrow Amount will provide a non-exclusive source of funds to satisfy any Liabilities incurred or sustained by Buyer or its Affiliates arising from any Third Party Claims that Sellers have obligations to indemnify under Section 12.2. To the extent that Buyer desires to apply any portion of the Indemnity Escrow Amount to satisfy any such Liabilities, Buyer shall promptly notify Sellers of the same and within three Business Days of its receipt of Buyer’s notice, Sellers will notify Buyer of their election to either (i) satisfy such Liabilities out of the Escrow Account, in accordance with which case the terms Parties shall provide joint written instructions to the Escrow Agent to remit an amount necessary to satisfy such Liabilities from the Escrow Account to the Person(s) claiming the same or (ii) pay to a court of this Agreement competent jurisdiction an amount equal to the amount of such Liabilities, in which case the Parties shall provide joint written instructions to the Escrow Agent to remit such amount to such court from the Escrow Account and Sellers shall thereafter be responsible for prosecuting any and all claims relating thereto at their sole cost and expense. (b) On the date that certain is ninety (90) days following the Closing Date, the Parties shall instruct the Escrow Agreement by and among Purchaser, Seller Agent to release to Sellers the positive difference between the existing amount of the Indemnity Escrow Amount and the Escrow Agent, dated as sum of November 8, 2013, a copy (i) the aggregate amount of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties all unsatisfied claims for indemnification that Buyer has made on or before such date pursuant to this Article X shall XII and which are to be recovered solely by release of funds to the Purchaser Indemnified Parties satisfied (in whole or in part) from the Indemnity Escrow Account in accordance with the terms Amount and (ii) 50% of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided. Notwithstanding the foregoing, howeveron the date that is one hundred eighty (180) days following the Closing Date, the Parties shall instruct the Escrow Agent to release to Sellers the balance of the Indemnity Escrow Amount remaining in the Escrow Account less the aggregate amount of all unsatisfied claims for indemnification that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties Buyer has made on or before such date pursuant to this Article X with respect XII to a claim based uponSellers. Notwithstanding anything herein to the contrary, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Defect Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due remain in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or escrow until released pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv3.5(a) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim3.6, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementas applicable.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Sellerthe Sellers, pay to Xxxxx Fargo Bank, N.A., as an escrow agent to appointed by the Purchaser and Seller the Sellers (the “"Indemnity Escrow Agent”"), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $10,500,000 (the “"Indemnity Escrow Amount”"), in accordance with the terms of this Agreement and that certain the Indemnity Escrow Agreement Agreement, dated as of the Closing Date, by and among Purchaser, Seller the Sellers Representatives and the Indemnity Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “"Indemnity Escrow Agreement”"). Any Other than as specifically stated elsewhere in this Agreement, any payment Seller is the Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X IX shall be recovered solely by release of funds to the Purchaser Indemnified Parties paid exclusively from the Indemnity Escrow Account Amount in accordance with the terms of the Escrow Agreement Article IX and shall accordingly reduce the Indemnity Escrow AmountAgreement; provided, however, that to in the extent, case such payment exceeds the Indemnity Escrow Amount and solely to Section 9.12(c) explicitly provides that in such case the extent, (a) maximum amount for which such Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach liable is in excess of the Specified IP Representation Indemnity Escrow Amount, such payment shall be paid first from the Indemnity Escrow Amount in accordance with the terms of Article IX and (b) the Indemnity Escrow Agreement. Upon the completion of eighteen months following the Closing Date, the Indemnity Escrow Agent has released shall release $5.5 million of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) Indemnification Claim subject to Seller, then Seller shall pay directly and in accordance with the remaining sums due in connection with such claim following the payments made from terms of Article IX and the Indemnity Escrow Account in connection therewith; provided, further, however that Agreement) to the extent, Sellers and solely the Optionholders (or to the extentTrustee on behalf of the Optionholders), (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting unless an Indemnification Claim has been received by the Sellers Representatives from a Fundamental Representation Purchaser Indemnitee prior to such time in accordance with the terms of Seller, Seller Fraud, or pursuant Article IX (which Indemnification Claim claims Losses in excess of the amount to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) remain in the Indemnity Escrow Amount is insufficient to pay Agreement following such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from distribution of $5.5 million of the Indemnity Escrow Account Amount), in connection therewith; provided, further, however, that, other than which case an amount equal to the Losses claimed in cases such Claim Notice shall be held until the resolution of Seller Fraudany and all such Indemnification Claims in accordance with the terms hereof and the Indemnity Escrow Agreement ("Unresolved Claims"). Upon the completion of twenty four months following the Closing Date, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Indemnity Escrow Agent shall release the remainder balance of the Indemnity Escrow Amount (to the extent not utilized Sellers and the Optionholders (or to pay Purchaser Indemnified Parties for any indemnification claim) to Sellerthe Trustee on behalf of the Optionholders), except that the Escrow Agent shall retain unless an Unresolved Claim is outstanding, in which case an amount (up to the total amount then held by the Escrow Agent) equal to the sum Losses claimed in such Claim Notice shall be held until the resolution of (a) any and all such Indemnification Claims in accordance with the amount of claims for indemnification under this Article X asserted prior to terms hereof and the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)Indemnity Escrow Agreement. The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Indemnity Escrow Agent to the Sellers and the Optionholders (or the Trustee on behalf of the Optionholders) (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims subject to and in accordance with this the terms of Article X, Section 3.5 IX and the Indemnity Escrow Agreement), promptly upon their resolution in accordance with Article IX.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), a) Notwithstanding anything in immediately available funds, this Section 2 to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)contrary, an amount equal to five Parent shall withhold fifteen percent (515%) of the Purchase Price total Merger Consideration (the “Indemnity Escrow Amount”). At the Effective Time, in accordance with full payment of the terms applicable portion of this Agreement and that certain the Merger Consideration otherwise payable to Indemnity Escrow Agreement by and among PurchaserParticipants, Seller and Parent shall deliver the Indemnity Escrow Amount to the Escrow Agent, who shall place the Indemnity Escrow Amount into an account (the “Escrow Account”) pursuant to an escrow agreement dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F the Closing Date (the “Escrow Agreement”). Any payment Seller is obligated , among Parent, the escrow agent (selected by Parent and, acceptable to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release Company (the “Escrow Agent”)), and Company Stockholders’ Representatives substantially in the form of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce Exhibit H hereto (the Indemnity Escrow Amount; provided, however, that to together with the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity January 19 Option Escrow Amount (and the Holdback Option Cash Payment, being referred to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, as the “Unresolved ClaimsEscrow Amount”). The funds in the Escrow Account shall thereafter be released to Indemnity Escrow Amount retained for Unresolved Claims shall Participants, January 19 Option Holders and Executives, as the case may be released by the Escrow Agent only as provided in Sections 2.1.4.5(b) and (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article Xc), Section 3.5 2.1.4.7(b) and Section 7 hereof and the Escrow Agreement. (b) Notwithstanding the foregoing, subject to the terms and conditions of the Escrow Agreement (including the retention of funds related to unresolved claims) on the Anniversary Date, an amount equal to (i) one-half ( 1/2) of the Indemnity Escrow Amount minus (ii) any portion of the Indemnity Escrow Amount already released to the Parent Parties as of such date, shall be released from the Escrow Account to the Indemnity Escrow Participants pro rata based on the amount of Merger Consideration that otherwise would have been payable to the Indemnity Escrow Participants at Closing but was deposited into the Escrow Account in respect of the Indemnity Escrow Amount. None of Parent, Merger Sub, Company, or Surviving Corporation shall be responsible to the former Company Stockholders, Warrant Holders, or Option Holders for any loss, damage, or expense such holders may suffer as a result of any action of the Company Stockholders’ Representatives.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by Buyer shall deposit with the Escrow Agent (i) the “Indemnity Escrow Account”), an amount equal to five percent (5%) pro rata portion of the Purchase Price RAP Indemnity Fund reflecting the pro rata portion of the interest in RAP owned indirectly by the Company pursuant to the RAP Indemnity Agreement, and (ii) the “InterLink Indemnity Escrow Amount”), in accordance with Fund pursuant to the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Closing Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release All amounts in the InterLink Indemnity Fund in excess of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved $10,000,000, and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or amount of all pending claims made by Buyer for indemnification pursuant to Section 3.5 12.1, shall be paid to Disbursement Agent (such claims, for the “Unresolved Claims”)benefit of Sellers) at the close of business on the first business day after the date which is six months after the Closing Date. The remainder of the InterLink Indemnity Escrow Amount retained Fund, if any, less the amount of all pending claims made by Buyer for Unresolved Claims indemnification pursuant to Section 12.1 (the "Year Disbursement Amount"), shall be paid to Disbursement Agent (for the benefit of Sellers) at the close of business on the first business day after the date which is one year after the Closing Date. The Disbursement Agent shall disburse to Sellers, in accordance with the percentages set forth on the Purchase Price Allocation Schedule, any amount of the InterLink Indemnity Fund released by the Escrow Agent pursuant to this Section 2.5. Except as to claims arising from breaches of Sections 5.4, 5.8 and (to the extent set forth in Section 12.1(b)) 5.22, release of any amounts from the InterLink Indemnity Fund shall relieve Sellers of obligations under Section 12.1 to the extent of the amounts so released. Sellers expressly agree that any post-Closing Date adjustments under Section 2.4 shall be paid in the manner provided in Section 2.4(g) and, unless Buyer so elects (in its sole and absolute discretion), any amounts owed by Sellers under such sections shall not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon be paid from the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementInterLink Indemnity Fund.

Indemnity Escrow. On (a) At the Closing DateClosing, Purchaser shall, Corporation shall issue to Contributor and deliver to the Transfer Agent the Indemnity Securities. All Indemnity Securities (i) shall be credited to Contributor in book-entry form on behalf the books and records of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser the Transfer Agent in the Indemnity Escrow and Seller (ii) shall be held in custody by the “Escrow Agent”Transfer Agent and disbursed in accordance with the provisions of Section 11.13(b), and, while so held by the Transfer Agent, Contributor shall have sole and exclusive voting power over (and all other rights with respect to) the Indemnity Securities unless and until delivered to Corporation in immediately available fundsaccordance with this Agreement. For the avoidance of doubt, Contributor, or its designee(s), will be entitled to immediate receipt of any dividend, or other amount, paid with respect to any Indemnity Securities while such Indemnity Securities are held in the Indemnity Escrow. Notwithstanding anything herein to the contrary, no fractional Indemnity Securities shall be disbursed from the Indemnity Escrow, and, to the account designated by extent that any such fractional Indemnity Securities would be required to be so disbursed but for this sentence, such fractional Indemnity Securities shall be rounded up to the Escrow Agent nearest whole number of Indemnity Securities. (b) If, during the period from the Closing until the date that is 12 months after the Closing Date (the “Indemnity Escrow AccountSecond Release Date”), any Corporation Indemnified Party makes a claim under this Section 11 and becomes entitled to an amount for such claim under this Section 11, then, to the extent there are sufficient Indemnity Securities in the Indemnity Escrow as of such time, Corporation shall first satisfy such amount from the Indemnity Escrow and Corporation and Contributor shall deliver joint written instructions to the Transfer Agent to release to Corporation from the Indemnity Escrow a number of Partnership Common Units equal to five percent (5%x) the amount to which the applicable Corporation Indemnified Party is entitled hereunder in respect of such claim divided by (y) the Per Share Value as of the Purchase Price date that is three (3) Business Days prior to the date that such Indemnity Securities are so disbursed (together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b)). (c) On the date that is 180 days after the Closing Date (such date, the “Indemnity Escrow AmountFirst Release Date”), a number of Partnership Common Units equal to (x) 50% of the Indemnity Escrow Balance as of such time, minus (y) the aggregate amount, if any, which any Corporation Indemnified Party has claimed in good faith under this Section 11, to the extent such amount exceeds that amount of the Indemnity Escrow Balance to be released pursuant to this Section 11.13(c) (to the extent such claims, if any, remain unresolved and valuing the Partnership Common Units included in the Indemnity Escrow Balance at the Per Share Value as of the Indemnity Escrow First Release Date), together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b), shall be released to Contributor. Corporation and Contributor shall promptly (but in any event within five (5) Business Days of the Indemnity Escrow First Release Date) execute and deliver joint written instructions to the Transfer Agent to release to Contributor such amount of Indemnity Securities to be released under this Section 11.13(c). (d) On the Indemnity Escrow Second Release Date, a number of Partnership Common Units equal to (x) the Indemnity Escrow Balance as of such time, minus (y) the aggregate amount, if any, which any Corporation Indemnified Party has claimed in good faith under this Section 11 (to the extent such claims, if any, remain unresolved and valuing the Partnership Common Units included in Indemnity Escrow Balance at the Per Share Value as of the Indemnity Escrow Second Release Date), together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b), shall be released to Contributor. Corporation and Contributor shall promptly (but in any event within five (5) Business Days of the Indemnity Escrow Second Release Date) execute and deliver joint written instructions to the Transfer Agent to release to Contributor such amount of Indemnity Securities to be released under this Section 11.13(d). (e) Upon the resolution of all such outstanding claims described in the first sentence of Section 11.13(d), Corporation and Contributor shall promptly (but in any event within five (5) Business Days of such resolution) execute and deliver joint written instructions to the Transfer Agent to release to the applicable Party the applicable amount of Indemnity Securities then contained in the Indemnity Escrow. (f) Releases of any portion of the Indemnity Escrow Balance shall (i) specify the amount of the Indemnity Escrow Balance to be released from the Indemnity Escrow, (ii) specify such account and the Person or Persons to whom such amount shall be released and (iii) be made only in accordance with written instructions that are jointly signed by Corporation and Contributor, which instructions shall be in a form acceptable to the Transfer Agent and shall be accompanied by any other documentation that may be requested by the Transfer Agent. (g) Corporation and Contributor agree to deliver to the Transfer Agent all powers of attorney, endorsements, affidavits, letters, notices, instructions, directions, consents, certificates, statements, or other papers or documents requested by the Transfer Agent to effectuate the provisions of this Section 11.13. Any Indemnity Securities that are transferred to Corporation shall be surrendered or cancelled, as applicable, in accordance with the terms Certificate of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller Designation and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F A&R LP Agreement. (h) In the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from event that there are not sufficient Indemnity Securities in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce to satisfy any amounts due to Corporation for any claim under this Section 11 or such claim is made after the Indemnity Escrow Amount; providedSecond Release Date, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller Contributor shall pay directly the remaining sums due in connection with balance of any such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other Corporation no later than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) five Business Days following the General Survival Date date such amount becomes due and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims owing in accordance with this Article X, Section 3.5 and the Escrow Agreement14.13.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), Buyer shall deposit an amount equal to five percent Three Million, Five Hundred Thousand Dollars (5%$3,500,000.00) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance ) with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated pursuant to the Escrow Agreement. The Indemnity Escrow Amount, together with income earned thereon as of November 8, 2013, a copy of which is attached hereto as Exhibit F provided in the Escrow Agreement (the “Indemnity Escrowed Funds”), shall be held by the Escrow Agent pursuant to the Escrow Agreement as a source of funds for paying any amount owed by Seller to Buyer pursuant to Article 9 and will be released to Buyer or Seller when and as provided in the Escrow Agreement”. All costs and expenses, and any indemnities in favor, of the Escrow Agent shall be paid as provided in Section 2.2(b). Any payment Seller Notwithstanding anything contained in this Agreement to the contrary, on the one (1) year anniversary of the Closing Date, the balance of the Indemnity Escrowed Funds shall be released to Seller, unless Buyer has notified Seller, prior to the expiration of the one (1) year anniversary of the Closing Date, of any claim for which indemnification is, or is obligated reasonably expected to make be sought, in which case, such Indemnity Escrowed Funds shall not be released to any Purchaser Indemnified Parties Seller, but shall continue to be held pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce Agreement. At the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller FraudClosing, the maximum aggregate Liability of Seller under this Agreement, including this Article X, Principal Sellers shall execute and deliver to Buyer a guaranty agreement in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to Three Million, Five Hundred Thousand Dollars ($3,500,00.00) in the General Survival Date but not yet resolved and form attached hereto as Exhibit I (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved ClaimsGuaranty Agreement”). The Indemnity Escrow Amount retained for Unresolved Claims , which executed Guaranty Agreement shall be released by the Escrow Agent (a condition to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementBuyer’s obligations hereunder.

Indemnity Escrow. On The “Holdback” shall consist of $10,700,000 of the Aggregate Merger Consideration to be deposited in escrow at Closing Datewith an escrow agent reasonably acceptable to SBI and Parent, Purchaser shall, on behalf of Seller, pay and pursuant to Xxxxx Fargo Bank, N.A., as agent an escrow agreement that is reasonably acceptable to Purchaser SBI and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent Parent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow AgreementEscrow”). Any payment Seller is obligated to make to any Purchaser The Parent Indemnified Parties pursuant to this Article X shall be recovered paid, compensated or otherwise reimbursed solely by release of funds to the Purchaser Indemnified Parties through and from the Indemnity Escrow Account Escrow. Notwithstanding the foregoing, nothing contained in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article XSection 8.5, shall be construed to limit any rights of the Parent Indemnified Parties for full indemnification or otherwise against any SBI Stockholder severally with respect to the failure of such SBI Stockholder to have good, valid and marketable title to any SBI Shares held by such SBI Stockholder as represented herein, free and clear of all Liens or to have the full right, capacity and authority to vote all of such SBI Shares in favor of the Merger and any other transaction contemplated by this Agreement; provided that in no event exceed shall any SBI Stockholder have liability to the Final Purchase PriceParent Indemnified Parties for Losses in excess of the Merger Consideration payable to such SBI Stockholder. On expiration of the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementPeriod, the Escrow Agent shall release all amounts in the Indemnity Escrow that have not been used to compensate a Parent Indemnified Party as provided in this Article VIII or which do not constitute a Reserve Amount (under the provisions of Section 8.5.2.2, shall be distributed to the extent not utilized SBI Stockholders, pro rata in proportion to pay Purchaser the amount each was entitled to receive of the Merger Consideration payable to the SBI Stockholders. On resolution of the claim underlying any Reserve Amount or on expiration of three years from the expiration of the Survival Period without a formal proceeding having been filed against the Parent Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up with respect to the total amount then held by the Escrow Agent) equal underlying claim, such Reserve Amount shall be distributed to the sum SBI Shareholders in the same proportion as set forth above. On any distribution from the Indemnity Escrow, interest accrued on the Convertible Notes shall be allocated between Parent and the SBI Stockholders based on the respective portions of (a) the Holdback amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or otherwise received by them pursuant to this Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement8.5.

Indemnity Escrow. On As security for the Closing DateVendor's indemnification obligations under this Agreement, the Purchaser shall, on behalf of Seller, shall withhold from the Purchase Price and pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Indemnity Escrow Amount with the Escrow Agent”), in immediately available funds, to the account designated . The Indemnity Escrow Amount shall be held by the Escrow Agent pursuant to the terms and conditions of the indemnity escrow agreement in the form attached hereto as Schedule 3.2 (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”"INDEMNITY ESCROW AGREEMENT"), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Priceseparate interest bearing escrow account. On the earlier first anniversary of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release to Vendor the Indemnity Escrow Amount less (i) any amount paid prior to the extent first anniversary of the Closing Date by the Escrow Agent with respect to Claims of indemnity pursuant to Article 12 of this Agreement, and (ii) any amount claimed in any notice delivered pursuant to Section 12.3 of this Agreement with respect to Claims of indemnity that have not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Sellerbeen resolved or satisfied as of the first anniversary of the Closing Date (the "UNRESOLVED CLAIMS"). As soon as all Unresolved Claims, except that if any, have been resolved, the Escrow Agent shall retain an amount (up release to the total amount then held by Vendor the Escrow Agent) equal to remaining portion of the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for not required to satisfy such Unresolved Claims Claims. All interest accrued on the Indemnity Escrow Amount shall be released by the Escrow Agent (paid to the extent not utilized Vendor pursuant to pay Purchaser Indemnified Parties for any such claims resolved in favor the terms of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Indemnity Escrow Agreement.

Indemnity Escrow. In order to provide security for Sellers’ indemnification obligations under this Agreement, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 8.12 and the Escrow Agreement. With respect to each claim for indemnification asserted in good faith by Buyer against Sellers pursuant to Section 8.2 or special warranty claim pursuant to the Assignment during the period from and after the Closing Date up to the date that is two years following the Closing Date (the “Escrow Termination Date”), upon final resolution or determination of such an indemnity or warranty claim by the applicable Parties or in accordance with Section 8.7, as applicable, Buyer and Seller’s Representatives shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Indemnity Escrow account as would satisfy such finally resolved or determined indemnity or warranty claim. On the date that is six months following the Closing Date, Purchaser shall, on behalf of Buyer and Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by ’s Representatives shall jointly instruct the Escrow Agent (the “Indemnity Escrow Account”), to disburse to Seller’s Representatives an amount equal to five percent the positive difference, if any, between (5%a) Fifteen Million Dollars ($15,000,000), and (b) an amount equal to the sum of (i) all amounts disbursed to Buyer as of such date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such joint instruction. On the date that is 12 months following the Closing Date, Buyer and each Seller’s Representative shall jointly instruct the Escrow Agent to disburse to Seller’s Representatives an amount equal to the positive difference, if any, between (A) Twenty-Five Million Dollars ($25,000,000), and (B) an amount equal to the sum of (1) all amounts disbursed to Seller’s Representatives as of such date, (2) all amounts disbursed to Buyer as of such date, and (3) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such joint instruction. On the Escrow Termination Date, Seller’s Representatives shall, subject to the remainder of this sentence, be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Seller’s Representatives in the proportions requested by Seller’s Representatives pursuant to the terms of the Purchase Price Escrow Agreement (and Buyer and Seller’s Representatives shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the “foregoing); provided, however, that Sellers shall not be entitled to a distribution of, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in good faith in accordance with Section 8.7 (which amounts shall remain in the Indemnity Escrow Amount”until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its indemnity obligations under Section 8.2 after the Indemnity Escrow balance is exhausted, then such amounts HN\1533753.22 shall be promptly paid to Buyer by such Seller as they are agreed by the applicable Parties or finally determined in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to If there are any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from remaining in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon account after the resolution of all previously outstanding Claim Notices, then Seller’s Representatives and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Seller’s Representatives in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementjoint instruction.

Indemnity Escrow. In order to provide security for Sellers’ indemnification obligations under this Agreement, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 8.12 and the Escrow Agreement. With respect to each claim for indemnification asserted in good faith by Buyer against Sellers pursuant to Section 8.2 or special warranty claim pursuant to the Assignment during the period from and after the Closing Date up to the date that is two years following the Closing Date (the “Escrow Termination Date”), upon final resolution or determination of such an indemnity or warranty claim by the applicable Parties or in accordance with Section 8.7, as applicable, Buyer and Seller’s Representative shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Indemnity Escrow account as would satisfy such finally resolved or determined indemnity or warranty claim. On the date that is six months following the Closing Date, Purchaser shall, on behalf of Buyer and Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by ’s Representative shall jointly instruct the Escrow Agent (the “Indemnity Escrow Account”), to disburse to Seller’s Representative an amount equal to five percent the positive difference, if any, between (5%a) Fifteen Million Dollars ($15,000,000), and (b) an amount equal to the sum of (i) all amounts disbursed to Buyer as of such date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representative within three Business Days of its receipt of such joint instruction. On the date that is 12 months following the Closing Date, Buyer and Seller’s Representative shall jointly instruct the Escrow Agent to disburse to Seller’s Representative an amount equal to the positive difference, if any, between (A) Twenty-Five Million Dollars ($25,000,000), and (B) an amount equal to the sum of (i) all amounts disbursed to Buyer as of such date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representative within three Business Days of its receipt of such joint instruction. On the Escrow Termination Date, Seller’s Representative shall, subject to the remainder of this sentence, be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Seller’s Representative in the proportions requested by Seller’s Representative pursuant to the terms of the Purchase Price Escrow Agreement (and Buyer and Seller’s Representative shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the “foregoing); provided, however, that Sellers shall not be entitled to a distribution of, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in good faith in accordance with Section 8.7 (which amounts shall remain in the Indemnity Escrow Amount”until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its indemnity obligations under Section 8.2 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Buyer by such Seller as they are agreed by the applicable Parties or finally determined in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to If there are any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from remaining in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon account after the resolution of all previously outstanding Claim Notices, then Seller’s Representative and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Seller’s Representative in the proportions requested by Seller’s Representative within three Business Days of its receipt of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementjoint instruction.

Indemnity Escrow. On As soon as practicable after the Closing DateEffective Time, Purchaser shall, on behalf of Seller, pay GoodNoise shall deposit into an escrow account (the "Indemnity Escrow") with a national bank or other financial institution reasonably acceptable to Xxxxx Fargo Bank, N.A.Nordic, as escrow agent to Purchaser and Seller (the “"Indemnity Escrow Agent”"), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five twenty percent (520%) of the Purchase Price GoodNoise Shares (the “"Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”Holdback"). The Indemnity Escrow Amount retained for Unresolved Claims Holdback shall be released withheld on a pro rata basis from the Nordic Shareholders who otherwise are entitled to such amounts at the Effective Time and shall be governed by the terms set forth herein and in an escrow agreement (the "Indemnity Escrow Agent Agreement") in substantially the form attached hereto as Exhibit E. The Indemnity Escrow (but only up to a maximum of the total ---------- aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent not utilized of the amount of Damages that such Indemnitee has incurred and which are subject to pay Purchaser Indemnified Parties indemnification hereunder. So long as the GoodNoise shares remain subject to escrow, the Shareholders shall have the right to vote said shares or give a proxy for the same. Furthermore, any such claims resolved in favor distribution of Purchaser Indemnified Partiesmoney or property (including additional shares of GoodNoise equity) paid by GoodNoise on the Indemnity Escrow Holdback shall be added to the Indemnity Escrow Holdback and become subject to the Indemnity Escrow. Said additions shall thereafter be distributed to the Shareholders upon expiration of the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementIndemnity Escrow.

Indemnity Escrow. On As a remedy for the Closing Dateindemnity set forth in Article VII, Purchaser shallat the Closing, on behalf Parent shall deposit with the Escrow Agent such number of Seller, pay to Xxxxx Fargo Bank, N.A., the Common Transaction Shares as agent to Purchaser and Seller shall equal 7.5% of the Transaction Shares (the “Escrow AgentEscrowed Indemnity Shares”), comprised of Common Escrowed Earnout Shares (including that portion of the First Target Shares, Second Target Shares and Third Target Shares consisting of Common Escrowed Earnout Shares) and Common Transaction Shares that are not Escrowed Earnout Shares to be held in immediately available fundsa separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, to all in accordance with Article VII hereof and the account designated by terms and conditions of the Escrow Agent Agreement. On the fifth Business Day following the date (the “Indemnity Escrow AccountTermination Date”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following months from the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Escrowed Indemnity Escrow Amount (Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Common Transaction Shares shall be delivered to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Company Stockholders in accordance with this Article X, Section 3.5 2.6(d) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

Indemnity Escrow. On the Closing Date, Purchaser shallPurchaser, on behalf of Sellerthe Selling Subsidiaries, shall pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), Agent in immediately available funds, to in a separately identified account (apart from the account TSA Escrow Amount) designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $2,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties paid first from the Indemnity Escrow Account in accordance with the terms Amount. On each of the Escrow Agreement first and shall accordingly reduce second anniversaries of the Closing Date, the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach Agent shall release $500,000 of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, provided that, if one or more claims for indemnification are then pending or have been asserted, the amount of the escrow that shall be released to Seller at each such time shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that be an amount equal to the extent, difference between $500,000 and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to amount of all such claims then pending or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Priceasserted which have not been reserved against by retaining prior escrow amounts. On the earlier third anniversary of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the remainder (if any) of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date such 3 year anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Indemnity Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X. The Indemnity Escrow Amount shall constitute collateral security for the obligations of Seller under this Article X, Section 3.5 ; and the Escrow Agent shall, pursuant to the Escrow Agreement, agree to act as collateral agent for Purchaser.

Indemnity Escrow. On The Seller agrees that the Closing Date, Purchaser shall, on behalf sum of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller $4,000,000 (the “"Indemnity Escrow Agent”), in immediately available funds, Funds") otherwise payable to the account designated Seller as part of the Interests Purchase Price at Closing shall be delivered by the Purchaser to the Escrow Agent pursuant to the Indemnity Escrow Agreement to be held by the Escrow Agent in an interest bearing account (the “"Indemnity Escrow Account”), an amount equal ") pursuant to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Agreement. The Indemnity Escrow Funds shall be available for payment of any claims made by a Purchaser Indemnified Party pursuant to Article VI below and in accordance with the terms of the Indemnity Escrow Agreement. The Purchaser Indemnified Parties shall first seek reimbursement for any Losses for which they are entitled to receive indemnification under this Agreement and shall accordingly reduce out of the funds deposited in the Indemnity Escrow Amount; providedAccount, however, that pursuant to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach terms of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to SellerAgreement, then Seller shall pay directly the remaining sums due in connection with until such claim following the payments made funds are exhausted or released from the Indemnity Escrow Account in connection therewith; providedAccount. On the first anniversary of the Closing, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due Funds held in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; providedshall be released to the Seller, further, however, that, other than in cases of Seller Fraudunless prior to that date the Purchaser advises the Escrow Agent, the maximum aggregate Liability Seller and the Principal Shareholders in writing that any claim for indemnification under Article VI below (each, a "Claim") by any Purchaser Indemnified Party has been asserted and is then pending. Any such notice shall specify the total amount of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricepending Claim(s). On If such notice is timely received by the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementEscrow Agent, the Escrow Agent shall release only that part of the Indemnity Escrow Amount (Account that is eligible to be released pursuant to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except preceding sentence that the Escrow Agent shall retain an amount (up to exceeds the total amount then of any Claim(s) received, with the remaining funds to be held by in the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims Account until such Claim(s) are resolved. Prior to receipt of a Claim, interest on the Indemnity Escrow Agreement shall be released by for the account of the Seller. Following receipt of a Claim, interest shall be paid in the same proportion as the principal Indemnity Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementFunds are disbursed.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, Purchasers shall pay to Xxxxx Fargo Bank, N.A.a financial institution to be mutually agreed upon, as agent to Purchaser Purchasers and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price $30,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain an Escrow Agreement Agreement, which will be executed at the Closing, by and among PurchaserBaseball Express, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X (except amounts setoff under the Contingent Note pursuant to its terms with respect to (a) any indemnification obligations under Sections 10.2(a)(ii) or (iii), or (b) any indemnification obligations under Section 10.2(a)(i) if the relevant breach of representation or warranty arose from intentional fraud committed with the Knowledge of Seller) shall be recovered paid solely from the funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement and shall accordingly reduce the Indemnity amount in the Escrow AmountAccount; providedprovided that, howeverin no event, that including if the amount in the Escrow Account is insufficient to the extentpay any remaining sums due, and solely will Seller be required to the extent, pay any amounts (a) Seller is obligated other than amounts paid to make a payment to any Purchaser Indemnified Parties out of the Escrow Account or amounts setoff under the Contingent Note pursuant to its terms) to Purchasers for indemnification obligations under this Article X with respect to a claim based uponX. As will be more fully set forth in the Escrow Agreement, attributable to or resulting from a breach on the first anniversary of the Specified IP Representation and (b) Closing Date, the Escrow Agent has released shall release the Indemnity amount then in the Escrow Amount Account (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any indemnification claim) to SellerTRBP, then Seller which shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation be paid by wire transfer of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Selleravailable funds into an account designated by TRBP, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date such first anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity amount in the Escrow Amount Account retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any such claims resolved in favor of Purchaser Indemnified PartiesPurchasers) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow AgreementAgreement to TRBP, which shall be paid by wire transfer of immediately available funds into an account designated by TRBP.

Indemnity Escrow. On As soon as practicable after the Closing DateEffective Time, Purchaser shall, on behalf of Seller, pay GoodNoise shall deposit into an escrow account (the "Indemnity Escrow") with a national bank or other financial institution reasonably acceptable to Xxxxx Fargo Bank, N.A.Emusic, as escrow agent to Purchaser and Seller (the “"Indemnity Escrow Agent”"), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five twenty percent (520%) of the Purchase Price GoodNoise Shares (the “"Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”Holdback"). The Indemnity Escrow Amount retained for Unresolved Claims Holdback shall be released withheld on a pro rata basis from the Emusic Shareholders who otherwise are entitled to such amounts at the Effective Time and shall be governed by the terms set forth herein and in an escrow agreement (the "Indemnity Escrow Agent Agreement") in substantially the form attached hereto as Exhibit E. The Indemnity Escrow (but only up to a maximum of the total ---------- aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent not utilized of the amount of Damages that such Indemnitee has incurred and which are subject to pay Purchaser Indemnified Parties indemnification hereunder. So long as the GoodNoise shares remain subject to escrow, the Shareholders shall have the right to vote said shares or give a proxy for the same. Furthermore, any such claims resolved in favor distribution of Purchaser Indemnified Partiesmoney or property (including additional shares of GoodNoise equity) paid by GoodNoise on the Indemnity Escrow Holdback shall be added to the Indemnity Escrow Holdback and become subject to the Indemnity Escrow. Said additions shall thereafter be distributed to the Shareholders upon expiration of the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementIndemnity Escrow.

Indemnity Escrow. On Subject to the Closing Datefollowing requirements, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller the Indemnity Escrow Fund shall be in existence during the period (the “Escrow Agent”), in immediately available funds, to the account designated "INDEMNITY ESCROW PERIOD") commencing upon receipt by the Escrow Agent (of the “Indemnity Escrow Account”Fund and shall terminate upon the earlier to occur of (A) 5:00 p.m., local time at Buyer's headquarters, on the date thirty (30) days after the Survival Date (as such date is certified in writing by the Buyer to the Escrow Agent), an amount equal to five percent and (5%B) the date when the last portion of the Purchase Price (the “Indemnity Escrow Amount”), Fund then held by the Escrow Agent is distributed in accordance with this Section 8.3 (such date, the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”"INDEMNITY ESCROW TERMINATION DATE"). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from Upon the Indemnity Escrow Account Termination Date the Escrow Agent shall immediately distribute to the Indemnifying Stockholders the full remaining amount of the Indemnity Escrow Fund, less (i) any Disputed Amounts, (ii) any amounts necessary to satisfy claims for Losses that have been previously resolved pursuant to Section 8.3(f), and (iii) the amount of all other Losses for which Buyer has delivered an Officer's Certificate prior to the Indemnity Escrow Termination Date with respect to facts and circumstances existing prior to the Indemnity Escrow Termination Date but which are not yet resolved pursuant to Section 8.3. As soon as all such pending claims have been resolved in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement8.3, the Escrow Agent shall release promptly deliver the remaining portion of the Indemnity Escrow Amount (Fund, if any, to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that Indemnifying Stockholders. Deliveries of amounts out of the Indemnity Escrow Agent shall retain an amount (up Fund to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or Indemnifying Stockholders pursuant to this Section 3.5 (such claims, 8.3(b)(i) shall be made in proportion to their respective Indemnity Pro Rata Portion of the “Unresolved Claims”). The remaining Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementFund.

Indemnity Escrow. On the Closing Date, Purchaser Buyer shall, on behalf of SellerSellers, pay from the Initial Purchase Price to Xxxxx Fargo Bank, N.A.Title Company, as agent to Purchaser Buyer and Seller Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price $2,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow AgentAgreement, dated as of November 8, 2013, a copy of which is substantially in the form attached hereto as Exhibit F D, which will be executed at the Closing, by and among Buyer, Sellers and the Escrow Agent (the “Escrow Agreement”). Any payment any Seller is obligated to make to any Purchaser Indemnified Parties Buyer Indemnitees pursuant to this Article X shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties Buyer Indemnitees from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within five Business Days after the date notice of any sums due and owing is given to the Sellers (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnitee and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Sellers shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the Buyer Indemnitees by wire transfer of immediately available funds within five Business Days after the date of such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricenotice. On the earlier first anniversary of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any indemnification claim) to SellerSellers, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival first anniversary of the Closing Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any such claims resolved in favor of Purchaser Indemnified PartiesBuyer) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow Agreement.

Indemnity Escrow. On To secure PSD's indemnification obligations under this Article Twelve from and after the Closing, Manager (as agent for the Greenspun Shareholders and the Minority Shareholders unless prior to the Closing Date, Purchaser shall, the Manager notifies the parties to this Agreement that it will not act as agent on behalf of Sellerthe Greenspun Shareholders and the Minority Shareholders hereunder in which event the Greenspun Shareholders and holders of a majority of the Minority Common Stock will name another party to act on behalf of the Greenspun Shareholders and the Minority Shareholders hereunder), pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser CCI and Seller Escrow Agent shall at the Closing enter into an indemnity escrow agreement (the “"Indemnity Escrow Agent”Agreement") in the form of Exhibit Q to this Agreement. Anything in this Article Twelve to the contrary notwithstanding, the CCI Indemnitees' right to indemnification under this Article Twelve from and after the Closing shall be to and against (i) the principal portion of the Minority Escrow Amount (but not the interest and earnings thereon which shall remain the property of the Minority Shareholders) only, and (ii) the shares of CCI Common Stock deposited by the Greenspun Shareholders pursuant to Section 2.7 (but not the cash dividends declared on such CCI Common Stock, if any), in immediately available fundsand the CCI Indemnitees shall neither have recourse to nor be entitled to recover as against PSD, to the account designated Greenspun Shareholders or the Minority Shareholders or their respective properties or assets for any claims of indemnification under this Agreement from and after the Closing. For purposes of any and all claims by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties CCI Indemnitees pursuant to this Article X shall be recovered solely by release 12 against the Greenspun Escrow Amount, the shares of funds to CCI Common Stock deposited on behalf of the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance Greenspun Shareholders with the terms Escrow Agent at Closing shall, for purposes of determining the number of such shares to be released from the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that in order to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with satisfy such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article Xclaims, shall in no event exceed be deemed to have the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) value equal to the sum Average Closing Price, regardless of (a) the amount actual market price of claims for indemnification under this Article X asserted prior to such shares as of the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for date of any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementclaim(s).

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%a) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is the Sellers are obligated to make to any Purchaser BOCO Indemnified Parties pursuant to this Article X ARTICLE VIII shall be recovered solely paid, first, to the extent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser BOCO Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the provisions of the Escrow Agreement, within five Business Days after the date notice of any sums due and owing is given to the Sellers (with a copy to the Escrow Agent pursuant to the Escrow Agreement), by the applicable BOCO Indemnified Party and shall accordingly reduce the Escrow Account and, second, to the extent the Escrow Account is insufficient to pay any remaining sums due, then Sellers shall be required to pay all such additional sums due and owing to the BOCO Indemnified Parties by wire transfer of immediately available funds within five Business Days after the date of such notice. (b) On the expiration of the Survival Period, the Escrow Agent shall release the funds in the Escrow Account (to the extent not utilized to pay for any indemnification claim), 85% of such funds to STEMCELLS Parent and 15% of such funds to the Consultants, in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X ARTICLE VIII asserted prior to such expiration of the General Survival Date Period but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount Account retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties BOCO US for any such claims resolved in favor of Purchaser Indemnified PartiesBOCO US) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 ARTICLE VIII and the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X VIII shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to Agreement. To the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Selling Stockholders shall be required to jointly and severally pay directly the remaining all of such additional sums due in connection with such claim following and owing to the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases applicable Purchaser Indemnified Party by wire transfer of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of immediately available funds within five (a) the date that is fifteen (155) Business Days after the date of such notice. Eighteen (18) months following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay any Purchaser Indemnified Parties for any indemnification claim) to Sellerthe Stockholder Representative (for distribution to the Selling Stockholders in accordance with their respective pro rata portion of the Purchase Price), except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X VIII asserted prior to within eighteen (18) months following the General Survival Closing Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not no utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Partiesthereof) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 VIII and the terms of the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%a) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account shall be available to compensate the Buyer Indemnitees for Losses pursuant to the indemnification obligations set forth in this Article IX, provided, that except as otherwise provided herein the Special Escrow Account shall only be available to compensate the Buyer Indemnitees for Losses pursuant to the indemnification obligations set forth in Section 9.02(a)(iii). (b) In accordance with the terms of the Escrow Agreement Agreement, on the next Business Day following fifteen (15) months following the Closing Date, the Escrow Agent shall pay and shall accordingly reduce distribute out of the Indemnity Escrow Amount; provided, however, that Account (and Buyer and Sellers’ Representative shall deliver a joint written instruction to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released providing for such distribution), by wire transfer to the Paying Agent (and the Paying Agent shall deliver any such amounts within five Business Days following receipt to or as directed by the Sellers in their respective properly completed and executed Letters of Transmittal ratably (based on each Seller’s Allocation Percentage thereof as set forth on the Allocation Schedule)), an aggregate amount equal to the balance of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for together with any indemnification claiminterest that may be earned thereon), less (x) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made any amounts which have been distributed from the Indemnity Escrow Account in connection therewith; provided, further, however that prior to such date and (y) any amounts for which Buyer Indemnitees shall have made a claim pursuant to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to procedures set forth in this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) IX and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller for which recovery shall pay directly the remaining sums due in connection with such claim following the payments made not have been satisfied from the Indemnity Escrow Account (the “Outstanding Indemnity Escrow Claims”); any amounts due to Sellers that have not delivered a properly completed and executed Letter of Transmittal and joinder to the Sellers’ Agreement shall instead be retained by the Paying Agent in connection therewith; provided, further, however, that, other than in cases a segregated account and paid upon such delivery. The Sellers’ Representative shall provide a schedule of Seller Fraud, any payments to be made to the maximum aggregate Liability of Seller Sellers under this Agreement, including this Article X, shall in no event exceed Section 9.03 (based on each Seller’s Allocation Percentage thereof as set forth on the Final Purchase Price. Allocation Schedule) to the Surviving Company and the Paying Agent at least two Business Days prior to such distribution. (c) On the earlier of next Business Day following eighteen (a18) the date that is fifteen (15) Business Days months following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release pay and distribute out of the Indemnity Special Escrow Amount Account (and Buyer and Sellers’ Representative shall deliver a joint written instruction to the extent Escrow Agent providing for such distribution), by wire transfer to the Paying Agent (and the Paying Agent shall deliver any such amounts within five Business Days following receipt to or as directed by the Sellers in their respective properly completed and executed Letters of Transmittal ratably (based on each Seller’s Allocation Percentage thereof as set forth on the Allocation Schedule)), an aggregate amount equal to $750,000 of the then-current balance of the Special Escrow Account (or, if lower, the then-current balance of the Special Escrow Account), less any amounts that Sellers’ Representative shall, in its sole discretion, determine to be advisable to reserve for potential future claims against the Special Escrow Account; provided, that any amounts due to Sellers that have not utilized delivered a properly completed and executed Letter of Transmittal and joinder to pay Purchaser Indemnified Parties for the Sellers’ Agreement shall instead be retained by the Paying Agent in a segregated account and paid upon such delivery. The Sellers’ Representative shall provide a schedule of any indemnification claimpayments to be made to the Sellers under this Section 9.03 (based on each Seller’s Allocation Percentage thereof as set forth on the Allocation Schedule) to Sellerthe Surviving Company and the Paying Agent at least two Business Days prior to such distribution. In accordance with the terms of the Escrow Agreement, except that on the next Business Day following thirty-six (36) months following the Closing Date, the Escrow Agent shall retain an amount pay and distribute out of the Special Escrow Account (up and Buyer and Sellers’ Representative shall deliver a joint written instruction to the total amount then held Escrow Agent providing for such distribution), by wire transfer to the Paying Agent (and the Paying Agent shall deliver any such amounts within five Business Days following receipt to or as directed by the Escrow Agent) Sellers in their respective properly completed and executed Letters of Transmittal ratably (based on each Seller’s Allocation Percentage thereof as set forth on the Allocation Schedule)), an aggregate amount equal to the sum balance of the Special Escrow Account (atogether with any interest that may be earned thereon), less (x) any amounts which have been distributed from the amount of claims Special Escrow Account prior to such date and (y) any amounts for indemnification under which the Buyer Indemnitees shall have made a claim pursuant to the procedures set forth in this Article X asserted prior to IX and for which recovery shall not have been satisfied from the General Survival Date but not yet resolved Special Escrow Account (the “Outstanding Special Escrow Claims”, and (b) Purchaser’s Attrition Claim to together with the extent not resolved at such time in writing or pursuant to Section 3.5 (such claimsOutstanding Indemnity Escrow Claims, the “Unresolved Outstanding Escrow Claims”); provided, that and any amounts due to Sellers that have not delivered a properly completed and executed Letter of Transmittal and joinder to the Sellers’ Agreement shall instead be retained by the Paying Agent in a segregated account and paid upon such delivery. The Indemnity Sellers’ Representative shall provide a schedule of any payments to be made to the Sellers under this Section 9.03 (based on each Seller’s Allocation Percentage thereof as set forth on the Allocation Schedule) to the Surviving Company and the Paying Agent at least two Business Days prior to such distribution. (d) As between the parties to this Agreement, if any term or provision of the Escrow Amount retained Agreement conflicts with any term or provision of this Agreement, then the term or provision of this Agreement will control. Buyer and the Company will each pay for Unresolved Claims shall be released by 50% of the administrative fees of the Escrow Agent (at the Closing. All payments made from the Escrow Account shall be treated by the parties as an adjustment to the extent not utilized proceeds received by Sellers pursuant to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementII hereof.

Indemnity Escrow. On the Closing Date, Purchaser Purchasers shall, on behalf of SellerSellers, pay to Xxxxx Fargo Bank, N.A.TSX Trust Company, as agent to Purchaser Purchasers and Seller Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $1,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among PurchaserPurchasers, Seller Sealweld Canada and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment Seller is Shareholder or Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X IX shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and Agreement. The Escrow Agent shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is not be obligated to make a payment release any money to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to Sealweld Canada or resulting from a breach the Purchasers without the prior written consent of both Sealweld Canada and the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase PricePurchasers. On the earlier expiration of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementPeriod, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any indemnification claim) to SellerSealweld Canada, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X IX asserted prior to the expiration of the General Survival Date Period but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any such claims resolved in favor of Purchaser Indemnified PartiesPurchasers) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 IX and the Escrow Agreement.

Indemnity Escrow. On (a) Buyer shall cause the Indemnity Escrow Amount to be deposited on the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by Date with the Escrow Agent (to be held pursuant to the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with terms hereof and the terms of this Agreement and that certain the Indemnity Escrow Agreement by and among PurchaserAgreement. Prior to seeking payment directly from Members’ Representative or any Member for any Buyer Indemnifiable Losses, Seller Buyer and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated Surviving Company shall first seek to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties satisfy such claim from the Indemnity Escrow Account Amount in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to Agreement. To the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay the full amount of any Buyer Indemnifiable Losses, Buyer and the Surviving Company shall, subject to the other limitations in this Article XI, have the right to recover such claimremaining amounts from Members’ Representative or the Members by any means allowed under applicable law. (b) On the eighteen-month anniversary of the Closing Date, Buyer shall instruct the Escrow Agent to pay to, or at the direction of, Members’ Representative (in the manner set forth in Section 4.2(d)) the then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from balance of the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to SellerAmount, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X XI asserted by the Buyer or the Surviving Company prior to the General Survival Date such eighteen-month anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)resolved. The Indemnity Escrow Amount retained for Unresolved Claims any such unresolved claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Buyer or the Surviving Company for any such claims resolved in favor of Purchaser Indemnified PartiesBuyer or the Surviving Company) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 XI. (c) All fees and expenses of the Escrow AgreementAgent under the Indemnity Escrow Agreement shall be paid by Buyer.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay pursuant to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”in accordance with Section 1.8(c)(i), in immediately available funds, to the Purchaser will deposit the Indemnity Escrow Deposit into an escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”)) established by the Purchaser and the Company with Capital One Bank, an amount equal to five percent (5%) of the Purchase Price N.A. (the “Indemnity Escrow AmountAgent”), in accordance with the terms of this Agreement and that certain Escrow Agreement ) pursuant to an escrow agreement by and among the Purchaser, Seller the Company and the Escrow Agent, dated as of November 8, 2013, a copy of which is in the form attached hereto as Exhibit F G (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the The Indemnity Escrow Account in accordance Deposit, together with any interest and other earnings thereon (collectively, the terms of the Escrow Agreement and shall accordingly reduce the “Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(iiFunds”), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) will be held from and (b) after the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) Closing until the date that is fifteen (15) Business Days following months after the General Survival Closing Date (subject to extension for any then-pending claims of Purchaser Indemnified Parties under Article VII) (as so extended, the “Indemnity Escrow Period”), to serve as a source of recovery for: (i) any indemnifiable Losses owed by the Stockholders to Purchaser Indemnified Parties pursuant to Article VII; and (bii) if the Business Day immediately following Purchaser elects such method of satisfaction, any A/R Settlement Amount owed by the Company and the Stockholders to the Purchaser pursuant to Section 5.9. As soon as reasonably practicable after the date on which Purchaser delivers that is fifteen (15) months after the Attrition Rate StatementClosing Date (the “Initial Indemnity Escrow Period End Date”), the Escrow Agent shall release to the Company any Indemnity Escrow Funds remaining in the Indemnity Escrow Amount (Account as of the Initial Indemnity Escrow Period End Date that are not then subject to the extent not utilized to pay any then-pending claims of Purchaser Indemnified Parties for any indemnification claimunder Article VII. Any Indemnity Escrow Funds held in the Indemnity Escrow Account after the Initial Indemnity Escrow Period End Date because of the existence of then-pending claim(s) of Purchaser Indemnified Parties under Article VII shall be released from the Indemnity Escrow Account to Sellerthe Purchaser or the Company (as applicable) upon resolution of the applicable claim(s), except that pursuant to the terms and conditions of the Escrow Agent shall retain an amount Agreement. The Purchaser, the Company and the Stockholders each agree to promptly take all actions (up including executing and delivering joint written instructions to the total amount then held by the Escrow Agent) equal requested by any of the other parties to the sum effect releases of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Funds in accordance with this Article XSection 1.9(a), Section 3.5 5.9, Article VII and the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser Parent shall, on behalf of Seller, pay deliver to Xxxxx Fargo U.S. Bank, N.A.National Association, as agent to Purchaser Parent and Seller (the “"Escrow Agent”"), in immediately available funds, to the an account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount in immediately available funds equal to five percent $3.5 million (5%the "Cash Escrow Amount") and that number of shares of Parent Common Stock equal to the Purchase quotient of $6.5 million divided by the Closing Share Price (the “"Escrowed Shares" and together with the Cash Escrow Amount, the "Indemnity Escrow Amount”"), in accordance with the terms of this Agreement and that certain the Escrow Agreement in substantially the form attached hereto as Exhibit A, which will be executed at the Closing, by and among PurchaserParent, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “"Escrow Agreement”"). Any payment Seller is obligated to make to any Purchaser Parent Indemnified Parties pursuant to this Article X shall be recovered solely paid, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Parent Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of set forth in the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the The Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that Seller in accordance with the terms set forth in the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)Agreement. The Indemnity Escrow Amount retained by the Escrow Agent for any claims for indemnification under Article X asserted but not settled before the applicable release date under the Escrow Agreement ("Unresolved Claims Claims") shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow Agreement.

Indemnity Escrow. On (a) The amounts of any Damages payable to the Closing Date, Purchaser Parent Indemnified Parties under Section 8.2 shall, on behalf in each case, be paid by release out of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller cash held in the Escrow Account (the “Indemnification Escrow AgentProperty ”) to the applicable Parent Indemnified Party from the Escrow Account. (b) On the Survival Termination Date, the Escrow Agent shall release all or a portion of the Indemnification Escrow Property to the Escrow Participating Holders such that, following such release, the amounts remaining in the Escrow Account equals only the amount, if any, of claims for indemnification under Section 8.2 properly asserted prior to such date by the Parent Indemnified Parties in writing in accordance with Article VIII but not yet resolved as of the Survival Termination Date (the “Unresolved Claims ”), in immediately available funds, . Such amounts shall be released to the account designated Escrow Participating Holders, pro rata in accordance with their respective Escrow Percentages. The amounts retained in the Escrow Account in respect of any Unresolved Claim shall be released by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) upon final resolution of the Purchase Price (the “Indemnity Escrow Amount”), any Unresolved Claim in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy respect of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount such amounts had been retained (to the extent not utilized to pay Purchaser Indemnified Parties satisfy valid claims for indemnification pursuant to Section 8.2) in accordance with this Section 8.7 and the terms of the Escrow Agreement. (c) Promptly (and in any indemnification claimevent within five (5) business days) upon any person becoming entitled to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made release of amounts from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to VIII or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, Parent and the Holder Representative shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, execute joint written instructions to the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that instructing the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at so release such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementamounts.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, Notwithstanding anything to the account designated by contrary in this Agreement, any claim for indemnification to which Buyer Indemnified Persons are entitled under this Agreement pursuant to Section 8.1(a)(i) and (iv) will be satisfied solely from the Escrow Agent (the “Indemnity Escrow Account”)Funds, an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce this Agreement, and Buyer Indemnified Persons will not be entitled to any payment from any source other than the Indemnity Escrow Amount; Funds for any such indemnification claim. For as long as there are funds in the account maintained under the Escrow Agreement, any and all amounts payable by Seller, as Indemnifying Party to a Buyer Indemnified Person with respect to any other claims made under Section 8.1(a) will be paid in cash first out of such account established pursuant to the Escrow Agreement and thereafter by Seller in accordance with payment instructions provided by Buyer. Seller and Buyer will jointly direct the Escrow Agent to disburse to Seller (i) $17 million of the Escrow Funds on the date that is 18 months from the Closing Date and (ii) the remaining balance of the Escrow Fund on the Escrow Termination Date, provided, however, that in the event a Buyer Indemnified Person has made an Indemnity Claim under this ARTICLE VIII or other demand for payment prior to the extentdate of any distribution (a “Pending Claim”), and solely to the extent, (a) Seller is obligated to make a payment to then any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach disbursement of the Specified IP Representation balance or remaining balance at such time shall be less an amount sufficient to satisfy all such Pending Claims made since that date of any prior distribution (or the Closing Date in the case of the first distribution) until each such Pending Claim is fully and (b) finally resolved, in each case to such account or accounts as may be specified by Seller in writing to the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementdate.

Indemnity Escrow. On (a) If any Buyer Indemnitee shall have, prior to the Closing Release Date, Purchaser shalldelivered a Claims Notice to the Sellers’ Representative in respect of indemnification under this Agreement, such Buyer Indemnitee and the Sellers’ Representative shall negotiate in good faith to reach an agreement upon (i) the Buyer Indemnitee’s right for indemnification under this Agreement and the amount of such Buyer Indemnitee’s Losses and (ii) the amount on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller deposit in the Indemnity Escrow Account that should be reserved (the “Escrow AgentReserved Amount”)) in respect of such Claims Notice. (b) If the Sellers’ Representative or Buyer, as the case may be, in immediately available fundsgood faith objects to any claim made in a Claim Notices, then the Sellers’ Representative or Buyer, as the case may be, shall deliver a written notice (a “Claim Dispute Notice”) to the other applicable Party during the thirty (30) day period commencing upon receipt by such Party of the Claims Notice. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made in the relevant Claims Notice, including, to the account designated extent reasonably determinable at such time, the amount of Losses in connection with such claim determined by the party delivering such Claims Dispute Notice. If no Claims Dispute Notice is delivered prior to the expiration of such thirty (30) day period, then (i) each claim for indemnification set forth in such Claim Notice shall be deemed to have been conclusively determined in favor of the Indemnitee for purposes of this Section 12.8(b) on the terms set forth in the Claims Notice and (ii) as applicable, if any funds remain in the Indemnity Escrow Account, then Buyer may, in its sole and absolute discretion, direct the Escrow Agent (to deliver cash from the “Indemnity Escrow Account”), an amount equal Account to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), Buyer Indemnitees in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated such Claims Notice or as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties otherwise required pursuant to this Article X XII or the Escrow Agreement. (c) Following delivery of a Claims Dispute Notice, Sellers’ Representative and Buyer shall attempt in good faith for the 45-day period commencing upon the receipt by the applicable Party of such Claims Dispute Notice (or such longer period as may be mutually agreed between Buyer and the Sellers’ Representative) to resolve any such objections raised in such Claims Dispute Notice. If the Sellers’ Representative or Buyer agree to a resolution of such objection during such period, then (i) a memorandum setting forth the matters conclusively determined by the Sellers’ Representative or Buyer shall be recovered solely prepared and signed by release of funds both parties, and (ii) as applicable, if such memorandum calls for a payment to the Purchaser Indemnified Parties Buyer Indemnitees and any funds remain in the Indemnity Escrow Account, Buyer may, in its sole and absolute discretion, direct the Escrow Agent to act in accordance with such memorandum and distribute cash from the Indemnity Escrow Account in accordance therewith, or as otherwise required pursuant to this Section 12.8 or the Escrow Agreement. (d) If no such resolution can be reached during such 45-day period, then upon the expiration of such period, either the Sellers’ Representative or Buyer may bring suit to resolve the objection by litigation in an appropriate court of competent jurisdiction in accordance with Article XIV. Pending a resolution of the terms Reserved Amount in respect of any Claims Notice, the Reserved Amount therefor shall be the amount estimated in good faith by the Buyer Indemnitee based on back-up documentation containing such detail as is reasonable under the circumstances. (e) Upon the agreement by the Sellers’ Representative and the Buyer Indemnitee or as finally determined by a court of competent jurisdiction in respect of any Claims Notice, the Sellers’ Representative and the Buyer shall jointly instruct the Escrow Agent under the Escrow Agreement to pay to the Buyer Indemnitee the lesser of (i) the amount of the Losses in respect of such Claims Notice and shall accordingly reduce (ii) the balance then on deposit in the Indemnity Escrow Amount; providedAccount. (f) On the Release Date, however, that to the extent, Sellers’ Representative and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) Buyer shall jointly instruct the Escrow Agent has released under the Escrow Agreement to pay to (x) NewCo (for further distribution to the Sellers in accordance with their respective Transaction Percentages) (y) the Company (for further distribution to the holders of Option and Transaction Bonus Recipients who are current or former employees of the Company, through the Company’s normal payroll procedures, in accordance with their respective Transaction Percentages), and (z) the holders of Option and Transaction Bonus Recipients who are not current or former employees of the Company, in accordance with their respective Transaction Percentages, an amount equal to the excess (if any) of the balance then on deposit in the Indemnity Escrow Account over the aggregate Reserved Amount (in respect of all unresolved claims for indemnification properly made by the Buyer Indemnitees prior to the extent not utilized Release Date, if any. (g) Following the Release Date, from time to pay Purchaser Indemnified Parties time, upon resolution of any Claims Notice in respect of any individual claim for any indemnification claim) to Sellermade by the Buyer Indemnitees and the appropriate amount, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made if any, from the Indemnity Escrow Account in connection therewith; provided, further, however that having been paid to the extentBuyer Indemnitees in respect of such Claims Notice, the Sellers’ Representative and the Buyer shall jointly instruct the Escrow Agent to release to (x) NewCo (for further distribution to the Sellers in accordance with their respective Transaction Percentages) (y) the Company (for further distribution to the holders of Option and Transaction Bonus Recipients who are current or former employees of the Company, through the Company’s normal payroll procedures, in accordance with their respective Transaction Percentages), and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (bz) the Indemnity Escrow Amount is insufficient to pay such claimholders of Option and Transaction Bonus Recipients who are not current or former employees of the Company, in accordance with their respective Transaction Percentages, the excess of the balance then Seller shall pay directly the remaining sums due on deposit in connection with such claim following the payments made from the Indemnity Escrow Account over the aggregate Reserved Amount in connection therewith; provided, further, however, that, other than in cases respect of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of all remaining unresolved claims for indemnification under this Article X asserted properly made by the Buyer Indemnitees prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time Release Date, in writing or pursuant to Section 3.5 (such claimseach case, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementif any.

Indemnity Escrow. (a) On the Closing Date, Purchaser shall, on behalf of Seller, pay the Indemnity Escrow Amount to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement the escrow agreement, which will be executed at the Closing, by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is in substantially the form attached hereto as Exhibit F B, together with such changes as the Escrow Agent may reasonably request (the “Escrow Agreement”). Any . (b) Subject to Section 10.5(c), any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered paid, so long as the Indemnity Escrow Account is in effect, solely from the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within five (5) Business Days after the date notice of any sums due and owing is given to Seller (with a copy to the Escrow Agent) by the applicable Purchaser Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to . On the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach first anniversary of the Specified IP Representation and (b) Closing Date, the Escrow Agent has released shall release up to 50% of the Indemnity Escrow Amount (as actually adjusted following the final determination of the Closing Working Capital pursuant to Section 3.3 and to the extent not utilized to pay Purchaser for any indemnification claim). On the second anniversary of the Closing Date, the Escrow Agent shall release up to the remaining balance of the Indemnity Escrow Amount (to the extent not (i) utilized to pay Purchaser Indemnified Parties for any indemnification claimclaim or (ii) subject to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, Unresolved Claims (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(iias defined below), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date to, as applicable, such first anniversary or second anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow Agreement. (c) Notwithstanding Section 10.5(a) above, (i) any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X with respect to any Losses that are not subject to the Cap, shall be paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account as provided above, and, second, to the extent the Indemnity Escrow Amount has been released to Seller or is insufficient to pay any remaining sums due, then Seller shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice, and (ii) in the case of any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X with respect to any Losses that are subject to the Cap but are properly claimed after the remaining balance of the Indemnity Escrow Account has been released to Seller, Seller shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice (provided, that the aggregate amount of all payments by Seller described in this clause (ii), plus all payments made from the Indemnity Escrow Account with respect to Losses that are subject to the Cap, shall not exceed the Cap).

Indemnity Escrow. (a) On or before the Closing DateClosing, the parties shall open an escrow for the purpose of ensuring the availability of cash to satisfy any Claim by Purchaser pursuant to Article VII of this Agreement (the "Indemnity Escrow"). The Indemnity Escrow shall be opened at Wells Fargo Corporate Trust or such other institutional escrow holder xx Xxn Francisco, California as is mutually acceptable to the parties (the "Indemnity Escrow Holder"). (b) The parties shall open the Indemnity Escrow by executing and delivering, together with the Indemnity Escrow Holder, the Indemnity Escrow Agreement. The terms and conditions of the Indemnity Escrow Agreement shall be consistent with this Agreement unless the parties otherwise agree. (c) On or before the Closing, Purchaser shall, on behalf of shall pay to Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (by way of deposit into the “Escrow Agent”)Indemnity Escrow, in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)cash, an amount equal to five ten percent (510%) of the Purchase Price (inclusive of interest accruing thereon, the “"Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”"). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall The Indemnity Escrow Amount may be recovered solely invested by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Holder in accordance with certificates of deposit, U.S. governmental obligations, or interest-bearing accounts as reasonably requested by Seller. For applicable income tax purposes, Seller shall be treated as the terms owner of the Escrow Agreement funds in the Indemnity Escrow, and all earnings on such amounts shall accordingly reduce be treated as earnings of Seller. Seller shall provide to the Indemnity Escrow Holder, immediately upon request, a completed and executed Form W-9 and such other forms as may be requested by the Indemnity Escrow Holder in connection with its tax reporting and withholding obligations. (d) The Indemnity Escrow Amount; provided, however, that to the extent, and solely to any interest thereon, shall be retained in the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach Indemnity Escrow until termination of the Specified IP Representation and (b) Indemnity Escrow or the Escrow Agent has released earlier disbursement of all or any portion of the Indemnity Escrow Amount in satisfaction of any Claim by Purchaser pursuant to Article VII. (e) Promptly following the determination of the amount of any Claim for which Purchaser is entitled to the extent not utilized indemnity pursuant to pay Article VII, Purchaser Indemnified Parties for any indemnification claim) to Seller, then and Seller shall pay directly the remaining sums due in connection with such claim following the payments made from execute and deliver joint written instructions to the Indemnity Escrow Account in connection therewith; provided, further, however that to Holder regarding the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation disbursement of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection accordance with such claim following Article (the payments made from "Indemnity Escrow Payment Instructions"). Upon delivery of the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller FraudPayment Instructions to the Indemnity Escrow Holder, the maximum aggregate Liability of Seller under this Agreement, including this Article X, Indemnity Escrow Holder shall promptly disburse the amounts to the Persons specified in no event exceed the Final Purchase Price. On such Indemnity Escrow Payment Instructions. (f) The Indemnity Escrow shall remain open until the earlier of (a) the date that is fifteen (15) Business Days following on which all of the General Survival Date and Indemnity Escrow Amount has been disbursed pursuant to the Indemnity Escrow Payment Instructions, (b) the Business Day immediately last day of the sixth calendar month following the date on calendar month in which the Closing Date takes place, unless the Indemnity Escrow Holder has theretofore received written notice from Purchaser to the effect that there is a Claim of indemnity to which Purchaser delivers believes it is entitled under Article VII, which is unpaid, and which is the Attrition Rate Statementsubject of pending litigation, arbitration or other dispute resolution proceeding not anticipated to be completed on or before such sixth-month expiration, or (c) the date of termination set forth in any joint written instructions from Purchaser and Seller or any judgment or order of the court delivered to the Indemnity Escrow Holder, in either case to the effect that the Indemnity Escrow has been or shall be terminated (any such date, a "Indemnity Escrow Termination Date"). (g) As soon as practicable following the Indemnity Escrow Termination Date, the Indemnity Escrow Agent Holder shall release do the following: (i) close the Indemnity Escrow; (ii) pay all Indemnity Escrow fees and costs; (iii) disburse to Purchaser, out of the Indemnity Escrow Amount, any amounts to which Purchaser shall be entitled pursuant to Section 2.06(e) above but that remain undisbursed as of the Termination Date; (iv) unless otherwise instructed by Seller, distribute to Seller all of the Indemnity Escrow Amount remaining after any required disbursement; and (v) deliver to Purchaser and Seller an accounting of the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Sellerreceipt, except that investment, and all disbursements of the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the and all Indemnity Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 fees and the Escrow Agreementcosts.

Indemnity Escrow. On As a remedy for the Closing Dateindemnity set forth in Article VII, Purchaser shallat the Closing, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Parent shall deposit with Continental Stock Transfer & Trust Company (the “Escrow Agent”), in immediately available funds, ) (or another escrow agent mutually agreed to by Parent and the Company) a number of the Initial Parent Shares having a value of $12,500,000 (using a value per share equal to the account designated by the Escrow Agent Trust Value Per Share) (the “Escrowed Indemnity Escrow AccountShares”), to be held in an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F escrow account (the “Escrow Account”) and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds On or prior to the Purchaser Indemnified Parties from second (2nd) Business Day following the Indemnity Escrow Account Release Date, the Escrow Agent shall release to the Company Stockholders from the Escrow Account, in accordance with the terms of the Escrow Agreement and shall accordingly reduce Agreement, a number of Escrowed Indemnity Shares equal to the excess of the number of the Escrowed Indemnity Shares then held in the Escrow Account over Escrowed Shares having a value (based on the average of the Closing Price of Parent Common Stock for the ten (10) consecutive Business Days immediately prior to the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow AgentRelease Date) equal to the sum of (a) the aggregate amount of unsatisfied or disputed claims for indemnification under this Article X asserted Losses specified in claims notices properly delivered in accordance with Section 7.3 on or prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim Indemnity Escrow Release Date. Upon such release, the released Escrowed Indemnity Shares shall be issued to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Company Stockholders in accordance with this Article X, Section 3.5 2.7(c) of the Company Disclosure Statement and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claims for indemnification shall continue to be held in the Escrow Account until the final resolution of such claims, and upon such final resolution, shall be applied in satisfaction of such claim for indemnification and any amounts in excess of the amounts needed to satisfy such claims for indemnification shall be delivered in accordance with the preceding sentence.

Indemnity Escrow. On the Closing Date, Purchaser Buyer shall, on behalf of Sellerpursuant to the Indemnity Escrow Agreement, pay to deposit with Xxxxx Fargo BankFargo, N.A., as agent to Purchaser and Seller National Association (the “Escrow Agent”), in immediately available funds, to ) as a holdback of a portion of the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Purchase Price, an amount equal to five percent Seven Million Dollars (5%$7,000,000) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment that Seller is obligated to make to any Purchaser the Buyer Indemnified Parties Group pursuant to this Article X IX shall be recovered solely by release of funds to the Purchaser Indemnified Parties paid first from the Indemnity Escrow Account in accordance with Amount, and Buyer and Seller shall deliver instructions to the terms of Escrow Agent pursuant to the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, directing that to the extent, and solely to the extent, (a) Seller is obligated to make a any such payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) be so made. If the Indemnity Escrow Amount is insufficient to pay any such claimamounts, then Seller shall pay directly be obligated to make such payments to the remaining sums due in connection with such claim following Buyer Indemnified Group pursuant to, and subject to the payments made from the Indemnity Escrow Account in connection therewith; providedlimitations in, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase PriceIX. On the earlier of (a) the date that is fifteen twelve (1512) Business Days following months from the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall release not be less than zero) equal to (1) the remaining balance of the Indemnity Escrow Amount less (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a2) the amount of any claims for indemnification under this Article X IX asserted by Buyer prior to the General Survival Date such date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”) less (3) an amount equal to Four Million Dollars ($4,000,000) (the “Adjusted Escrow Amount”). On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims. The Indemnity Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser the Buyer Indemnified Parties Group for any such claims resolved in favor of Purchaser the Buyer Indemnified PartiesGroup) upon the resolution of such Unresolved Claims claims in accordance with this Article XIX, Section 3.5 and Buyer and Seller shall deliver instructions to the Escrow AgreementAgent pursuant to the Escrow Agreement directing that any such payment be so made.

Indemnity Escrow. On In order to provide security for Seller’s indemnification obligations under this Article 11 and Seller’s special warranty granted in the Assignment and Xxxx of Sale, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing Date, in accordance with this Section 11.7 and the Escrow Agreement. With respect to each claim for indemnification asserted by Purchaser shall, on behalf against Seller pursuant to this Article 11 or special warranty claim asserted by Purchaser pursuant to the Assignment and Xxxx of Seller, pay Sale and Section 3.1(c) during the period from and after the Closing Date up to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller the date that is twelve (12) months following the Closing Date (the “Escrow AgentTermination Date”), upon final resolution or determination of such an indemnity or special warranty claim by the Parties or in immediately available fundsaccordance with Section 11.4, as applicable, Purchaser and Seller shall jointly instruct Escrow Agent to disburse to Purchaser the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Escrow Account as would satisfy such finally resolved or determined indemnity or special warranty claim. On the Escrow Termination Date, Seller shall be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Seller pursuant to the account designated terms of the Escrow Agreement (and Purchaser and Seller shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing). If there are remaining amounts due by Seller to Purchaser pursuant to the indemnity obligations under this Article 11 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Purchaser by Seller as they are agreed by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), Parties or finally determined in accordance with the terms of this Agreement and Agreement. To the extent that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of Purchaser asserts any Damages for which it believes it is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated entitled to make to any Purchaser Indemnified Parties indemnification pursuant to this Article X shall be recovered solely by release of funds 11 or any special warranty claims pursuant to the Assignment and Xxxx of Sale and Section 3.1(c), Purchaser Indemnified Parties from shall pursue such claims against the Indemnity Escrow Account first, and Seller shall not have any personal liability for such claims unless and until the Indemnity Escrow is exhausted, and then only as further limited in accordance with the terms of this Agreement. On the date that is six (6) months following the Closing Date, Seller and Purchaser shall jointly instruct the Escrow Agreement and shall accordingly reduce Agent to disburse to Seller fifty percent (50%) of the amount of the Indemnity Escrow Amount; providedbalance as of such time, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment excluding those amounts attributable to any claim for indemnification asserted as of such date by Purchaser Indemnified Parties against Seller pursuant to this Article X with respect to a 11 or special warranty claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (asserted by Purchaser pursuant to the extent Assignment and Xxxx of Sale and Section 3.1(c) that has not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution been previously satisfied as of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementdate.

Indemnity Escrow. On the Closing Datedate hereof, the Purchaser shall, on behalf of Sellerthe Sellers, pay to Xxxxx Wxxxx Fargo Bank, N.A., as escrow agent to for the Purchaser and Seller the Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent $6,250,000 (5%) of the Purchase Price (together with interest earned thereon the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among the Purchaser, Seller the Sellers and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). ) in the form attached hereto as EXHIBIT A. Any payment any Seller is obligated to make to any Purchaser Indemnified Parties after the rendering of a final decision, judgment or award of a Governmental Body of competent jurisdiction pursuant to this Article IX or Article X or under the Tax Deed shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Amount, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Amount by the Escrow Agent in accordance with the terms of the Escrow Agreement Agreement, and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extentextent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then the Sellers or Seller (as applicable) shall be required to pay all of such additional sums due and solely owing to the extentPurchaser Indemnified Parties by wire transfer of immediately available funds within 5 Business Days after the date of such notice. On the 12 month anniversary of the Closing Date, the Escrow Agent shall release $3,125,000 to the Sellers (aby wire transfer of immediately available funds into the account of the Sellers’ representative set forth on Schedule 2.1 (or as otherwise designated in writing by the Sellers)) Seller is obligated less: (i) any amount previously utilized to make a payment to pay any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation Party; and (bii) the amount of any claims for indemnification by any Purchaser Indemnified Party asserted prior to such date but not yet resolved. The wire transfer to such account shall satisfy in full the Escrow Agent’s obligation (if any) to release to the Sellers such amount. On the Release Date, the Escrow Agent has released shall release the remainder of the Indemnity Escrow Amount (to the extent not utilized to pay any Purchaser Indemnified Parties for any indemnification claimclaims) to Sellerthe Sellers (by wire transfer of immediately available funds into the account of the Sellers’ representative set forth on Schedule 2.1 (or as otherwise designated in writing by the Sellers), then Seller which wire transfer to such account shall pay directly satisfy in full the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that Agent’s obligation (if any) to release to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(iiSellers such amount), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article IX or Article X or claims under the Tax Deed asserted prior to the General Survival Date such date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay any Purchaser Indemnified Parties for any such claims resolved in favor of such Purchaser Indemnified Parties) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 IX or Article X or the Tax Deed and the Escrow Agreement.

Indemnity Escrow. On At Closing, cash constituting a portion of the Closing Date, Purchaser shall, on behalf Purchase Price in the amount of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow Agent”)are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in immediately available funds, to the account designated by the Escrow Agent form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow AccountAgreement”), an amount equal to five percent ; provided that within one (5%1) Business Day following the eighteen (18) month anniversary of the Purchase Price (Closing Date, the “Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow Amountaccount, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”), in accordance with ) pursuant to the terms of this Agreement set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and that certain Escrow Agreement by Purchaser and among Purchaser, Seller and delivered to the Escrow Agent, dated . Within one (1) Business Day after the resolution of a dispute as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties Disputed Amounts pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for plus all accrued interest thereon, minus any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)remaining Disputed Amounts. The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.17

Indemnity Escrow. On (a) As of the Effective Time, the Indemnification and Adjustment Escrow Shares shall be deposited by Holdings with the Escrow Agent to hold pursuant to the Escrow Agreement, to be held in escrow to satisfy (i) payment of a negative Post-Closing Adjustment, if any, pursuant to Section 2.16, (ii) any claims by Holdings Indemnified Persons for satisfaction of any indemnification claim of any Holdings Indemnified Persons pursuant to Article VIII, or (iii) any and all other claims made by Holdings or any Holdings Indemnified Person pursuant to this Agreement or in connection with the transactions contemplated hereby. The Escrow Agent shall hold the Indemnification and Adjustment Escrow Shares in accordance with the terms of the Escrow Agreement until the later of (i) final resolution of any claims made by Holdings or Holdings Indemnified Persons in accordance with the terms of this Agreement and the Escrow Agreement, or (ii) the twelve (12) month anniversary of the Closing Date. (b) If Company Parent becomes obligated (whether through mutual agreement between Holdings and Company Parent, Purchaser as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof or the terms of the Escrow Agreement) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Holdings and Company Parent shall, on behalf if necessary for release of SellerIndemnification and Adjustment Escrow Shares, pay execute joint written instructions to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (to disburse the “Indemnity appropriate number of Indemnification and Adjustment Escrow Account”)Shares, an amount equal to five percent (5%) of based on the Purchase Price (the “Indemnity Escrow Amount”)Deemed Holdings Common Stock Share Value, in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement. (c) Any costs and expenses of the Escrow Agent in connection with the Escrow Agreement shall be split evenly between Holdings, on the one hand, and Company Parent, on the other hand.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, a) Subject to the account designated by limitations set forth in this Article X, within three Business Days after a Buyer Indemnitee becomes entitled to payment of indemnification for a Direct Claim or Third-party Claim under Section 10.1(a)(i): (i) If there are funds remaining in the Indemnity Escrow, Buyer and Shareholder shall execute and deliver a joint written instruction to the Escrow Agent to make such payment to the Buyer Indemnitee out of the Indemnity Escrow; and (ii) If the “Indemnity Escrow Account”)has been fully reserved in respect of pending claims, an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), exhausted or otherwise released in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, any Losses not otherwise satisfied pursuant to Section 10.5(a)(i), shall be satisfied by payment of all sums due and among Purchaserowing from Shareholder to the Buyer Indemnitee by wire transfer of immediately available funds to an account or accounts designated in writing by the Buyer Indemnitee. (b) Subject to the limitations set forth in this Article X, Seller within three Business Days after a Buyer Indemnitee becomes entitled to payment of indemnification for a Direct Claim or Third-party Claim under any of Sections 10.1(a)(ii)-(vii): (i) If there are funds remaining in the Indemnity Escrow, and the Buyer Indemnitee elects for such Losses to be satisfied from the Indemnity Escrow, then Buyer and Shareholder shall execute and deliver a joint written instruction to the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated Agent to make such payment to the Buyer Indemnitee out of the Indemnity Escrow; and (ii) If the Buyer Indemnitee elects for such Losses to be satisfied by Shareholder directly, then such Losses shall be satisfied by payment of all sums due and owing from Shareholder to the Buyer Indemnitee by wire transfer of immediately available funds to an account or accounts designated in writing by the Buyer Indemnitee. (c) Except as otherwise provided in this Article X, payment for any Purchaser Indemnified Parties Losses suffered by any Indemnitee pursuant to this Article X shall be recovered solely made (i) when the Buyer Indemnitee and Shareholder (if the Indemnitee is a Buyer Indemnitee), or Buyer and Shareholder (if the Indemnitee is Shareholder) agree on the amount of such Losses, or (ii) when the amount of Losses is finally adjudicated. (d) If, on the nine-month anniversary of the Closing Date (the “Initial Release Date”), no Third-party Claim Notice of Direct Claim Notice has been provided by a Buyer Indemnitee to Shareholder hereunder, then within three Business Days thereafter, Buyer and Shareholder shall, by joint written instruction, direct the Escrow Agent to release of funds to the Purchaser Indemnified Parties Shareholder from the Indemnity Escrow Account in accordance with an amount equal to $1,586,000 (it being understood, for the terms avoidance of doubt, that if, as of the Escrow Agreement and shall accordingly reduce Initial Release Date, a Buyer Indemnitee has provided a Third-party Claim Notice or Direct Claim Notice to Shareholder, then no release from the Indemnity Escrow Amount; providedshall occur pursuant to this sentence). On the date that is 3 Business Days after the 18-month anniversary of the Closing Date (the “Second Release Date”), howeverBuyer and Shareholder shall, that by joint written instruction, direct the Escrow Agent to release to Shareholder the extent, and solely to remaining amounts in the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties Indemnity Escrow minus the aggregate amount of Losses reserved in respect of pending claims made by Buyer Indemnitees pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to X. To the extent not utilized to pay Purchaser Indemnified Parties for that any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made amount has been reserved and withheld from distribution from the Indemnity Escrow Account in connection therewith; providedon the Second Release Date on account of an unresolved claim for indemnification and, further, however that subsequent to the extentSecond Release Date, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; providedis resolved, furtherBuyer and Shareholder shall, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) within three Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statementthereafter, by joint written instruction, direct the Escrow Agent shall to release the Indemnity Escrow Amount (i) to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (aBuyer Indemnitee(s) the amount of claims for indemnification under this Article X asserted prior Losses, if any, due in respect of such claim as finally resolved, and (ii) to Shareholder an amount equal to the General Survival Date but not yet resolved excess, if any, of the amount theretofore reserved and (b) Purchaser’s Attrition Claim withheld from distribution in respect to such claim over the payment, if any, made pursuant to the extent not resolved at such time in writing or pursuant to Section 3.5 foregoing clause (such claims, the “Unresolved Claims”i). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser Buyer shall, on behalf of SellerSellers, pay to Xxxxx Fargo Bank, N.A.First American Title Insurance Corporation, as agent to Purchaser Buyer and Seller Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price $3,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, substantially in the form attached hereto as Exhibit B, which will be executed at the Closing, by and among PurchaserBuyer, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment any Seller is obligated to make to any Purchaser Buyer Indemnified Parties pursuant to this Article X IX shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Buyer Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within five Business Days after the date notice of any sums due and owing is given to the Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Sellers shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the Buyer Indemnified Parties by wire transfer of immediately available funds within five Business Days after the date of such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricenotice. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementJuly 1, 2008, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any indemnification claim) to SellerSellers, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X IX asserted prior to the General Survival Date June 30, 2008 but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any such claims resolved in favor of Purchaser Indemnified PartiesBuyer) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 IX and the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser the Owners shall, on behalf of Sellerthe Selling Stockholders, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), Agent in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement by and among PurchaserAgreement, Seller and the Selling Stockholders will be deemed to have consented to the deposit with the Escrow AgentAgent of the Escrow Amount without any act required on the part of any such stockholder. The portion of the Escrow Amount contributed on behalf of each holder of Company Common Stock shall be determined with reference to each such stockholder’s Pro Rata Escrow Basis. As used herein, dated “Pro Rata Escrow Basis” shall mean, as to any particular holder of November 8Company Capital Stock, 2013, a copy the quotient determined by dividing (A) the amount of which cash consideration such stockholder is attached hereto as Exhibit F entitled to receive with respect to its Company Capital Stock pursuant to Section 3.1(c) by (B) the “Escrow Agreement”)Merger Consideration. Any payment Seller is obligated to make to any Purchaser indemnification the Owners Indemnified Parties are entitled to pursuant to this Article X IX shall be recovered solely by release of funds paid first, to the Purchaser Indemnified Parties from extent there are sufficient funds in the Indemnity Escrow Account (but subject to and in accordance with the terms of the Escrow Agreement Agreement), by release of funds to the Owners Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient or unavailable to pay such claimany remaining sums due, then Seller the Signing Stockholders shall be required to pay directly the remaining all of such additional sums due in connection and owing to the Owners Indemnified Parties by wire transfer of immediately available funds within five Business Days after the date of such notice. Any such payments by the Signing Stockholders shall be on a pro rata basis with such claim following any Signing Stockholder’s pro rata portion being determined by the payments made from fraction where the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases numerator is the number of Seller Fraud, shares of Company Common Stock owned by that Signing Stockholder for which they are receiving the maximum aggregate Liability Per Share Price and the denominator is the total number of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase shares of Company Common Stock for which any Selling Stockholder received Per Share Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementExpiration Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties the Owners for any indemnification claim) to Sellerthe Stockholder Representative, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (ai) the amount of claims for indemnification under this Article X IX asserted prior to the General Survival Date such date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)) and (ii) the Debenture Cap in effect on the Expiration Date. The Indemnity Escrow Amount retained for Unresolved Claims shall be released to the Stockholder Representative by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties the Owners for any such claims resolved in favor of Purchaser Indemnified Partiesthe Owners) upon the their resolution of such Unresolved Claims in accordance with this Article X, IX and the terms of the Escrow Agreement. The Indemnity Escrow Amount retained with respect to Losses specified in Section 3.5 9.7 shall be released to the Stockholder Representative by the Escrow Agent (to the extent not utilized to pay the Owners for any such Losses) upon their resolution in accordance with this Article IX and the terms of the Escrow Agreement.

Indemnity Escrow. On (a) The Indemnity Escrow Amount shall be held by the Title Company until twelve (12) months after the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), Date in accordance with the terms and conditions of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Agreement, and on the date that is three (3) Business Days after the twelve (12) month period commencing on the Closing Date, the unreleased portion of the Indemnity Escrow Amount shall be released to Seller pursuant to joint written instructions signed by an authorized Representative of Seller and Buyer in accordance with the terms Indemnity Escrow Agreement, except to the extent an indemnifiable claim has been timely submitted to Seller in accordance with this Agreement, in which case the Title Company shall continue to hold the Indemnity Escrow Amount to the extent necessary to satisfy such claim in accordance with this Agreement and the Indemnity Escrow Agreement. (b) The Indemnity Escrow Amount shall be available for (i) the satisfaction of all Losses suffered or incurred by any Buyer Indemnified Party as contemplated by Section 6.2(a), subject to the limitations on Seller’s liability, if any, set forth in Section 6.4, (ii) any Third-Party Claims asserted against any Buyer Indemnified Party as long as a Claim Notice is provided to the Seller prior to the expiration of the Escrow Agreement applicable survival periods set forth in Section 6.3, subject to the limitations on Seller’s liability, if any, set forth in Section 6.4, (iii) the Closing Statement reconciliations contemplated by Section 2.6 (iv) the Cost-to-Complete Purchase Price Adjustment contemplated by Section 2.7, and (v) any amounts payable by Seller pursuant to Section 5.10. Any amounts paid to Buyer pursuant to Section 6.8(b)(iii), (iv) or (v) above shall accordingly not reduce the Indemnity Escrow Amount; provided, however, that and Seller shall repay such amounts to the extent, and solely to the extent, Indemnity Escrow promptly upon demand by Buyer. (ac) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released All interest earned on the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties will be reported as income of Seller for any indemnification claim) to Seller, then income tax purposes. Seller shall provide the Title Company with a taxpayer identification number and shall pay directly the remaining sums all income Taxes due in connection with such claim following the payments made from by reason of interest accrued on the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementAmount.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%a) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any undisputed payment Seller is Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X IX (an “Indemnification Claim”) shall be recovered solely paid (i) by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within three (3) Business Days after the date notice of any sums due and shall owing is given to Parent (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall, upon release of such funds, accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (aii) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller Parent shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. notice. (b) On the earlier of (a) the date that is fifteen nine (159) Business Days following months after the General Survival Closing Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement“First Escrow Release Date”), the Escrow Agent shall release to Global Wire USA an amount, if positive, equal to (i) $750,000, minus (ii) the dollar amount of any claims for Losses made by the Purchaser Indemnified Parties and released from the Indemnity Escrow Amount prior to the First Escrow Release Date, minus (iii) an amount equal to the aggregate dollar amount of claims for Losses made by the Purchaser Indemnified Parties through the First Escrow Release Date pursuant to this Article IX (the “First Aggregate Outstanding Claims”) which are then outstanding and unresolved (the “First Distribution Amount”). In the event and to the extent not utilized to pay that, after the First Escrow Release Date and before the Final Escrow Release Date, any outstanding claim made by any Purchaser Indemnified Parties Party for any indemnification claim) to Sellera Loss is resolved against such Purchaser Indemnified Party, except that the Escrow Agent shall retain an distribute to Global Wire USA the amount (up of the outstanding claim resolved against such Purchaser Indemnified Party; provided, however, that such distribution shall only be made to the total amount then held by extent that the remaining Indemnity Escrow Agent) Amount after such distribution would be equal to or greater than the sum of (ai) the First Aggregate Outstanding Claims that remain outstanding and unresolved as of such date, plus (ii) $750,000. In the event and to the extent that, after the First Escrow Release Date and before the Final Escrow Release Date, any outstanding claim made by any Purchaser Indemnified Party 68 for a Loss is resolved in favor of such Purchaser Indemnified Party, such Purchaser Indemnified Party shall be entitled to recover an amount equal to the amount of the outstanding claim resolved in favor of such Purchaser Indemnified Party. (c) Promptly following the date that is eighteen (18) months from the Closing Date (the “Final Escrow Release Date”), the Escrow Agent shall distribute to Global Wire USA an amount, if positive, equal to (i) the funds remaining in the escrow account minus (ii) an amount equal to the aggregate dollar amount of claims for indemnification under this Article X asserted prior to Losses made by the General Survival Date but not yet resolved Purchaser Indemnified Parties including any then unresolved First Aggregate Outstanding Claims (the “Final Aggregate Outstanding Claims”) which are then outstanding and unresolved (b) Purchaser’s Attrition Claim the “Final Retained Escrow Amount”). In the event and to the extent not that, after the Final Escrow Release Date, any outstanding claim made by any Purchaser Indemnified Party for a Loss is resolved at against such time in writing or pursuant to Section 3.5 (such claimsPurchaser Indemnified Party, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (shall distribute to Global Wire USA an aggregate amount of the Final Retained Escrow Amount equal to the amount of the outstanding claim resolved against such Purchaser Indemnified Party; provided, however, that such distribution shall only be made to the extent not utilized that the Final Retained Escrow Amount remaining after such distribution would be sufficient to pay cover the amount of the Final Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after the Final Escrow Release Date any outstanding claim made by any Purchaser Indemnified Parties Party for any such claims a Loss is resolved in favor of such Purchaser Indemnified Parties) upon Party, such Purchaser Indemnified Party shall be entitled to recover an amount equal to the resolution amount of the outstanding claim resolved in favor of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementPurchaser Indemnified Party.

Indemnity Escrow. On (a) Subject to the terms and conditions of this Agreement and the Escrow Agreement, the sole source of any indemnification of the Parent Indemnitees pursuant to this Agreement shall be the amounts in the Holdback Fund. (b) Any cash remaining in the Holdback Fund on the first anniversary of the Closing Date, Purchaser shallDate (minus the maximum aggregate amount of any claims asserted in accordance with this Article IX by the Parent Indemnitees against the Holdback Fund pursuant to Section 9.02(a) that are not fully resolved as of the first anniversary of the Closing Date (“Pending Claims”)) shall be released to the Stockholders’ Representative on the first Business Day following the first anniversary of the Closing Date and Parent and the Stockholders’ Representative shall deliver a Joint Direction instructing the Escrow Agent to make a payment in such amount to the Stockholders’ Representative out of the Holdback Fund, on behalf of, and for distribution in accordance with Section 9.04(c) to, the Security Holders. Upon the resolution of Sellerany Pending Claims, the aggregate amount of such Pending Claim which is not paid to the Parent Indemnitees shall be promptly released to the Stockholders’ Representative for further distribution to the Security Holders and to pay the Stockholders’ Representative Expenses. (c) Promptly following receipt by the Stockholders’ Representative of one or more payments from the Holdback Fund pursuant to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”Section 9.04(b), in the Stockholders’ Representative shall pay: (i) to each Stockholder, with respect to each share of Company Common Stock outstanding immediately available funds, prior to the account designated Effective Time for which a Stock Certificate (and the related Letter of Transmittal) has been properly surrendered, an amount equal (A) the amount released from the Holdback Fund minus all unreimbursed Stockholders’ Representative Expenses which have been incurred prior to the release of funds from the Holdback Fund, divided by (B) the Escrow Agent Fully Diluted Number. (ii) to each Optionholder, with respect to each share of Company Common Stock underlying each of such Optionholder’s Company Stock Options immediately prior to the “Indemnity Escrow Account”Effective Time (and for which a Letter of Transmittal has been delivered), an amount equal (A) the amount released from the Holdback Fund minus all unreimbursed Stockholders’ Representative Expenses which have been incurred prior to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with Holdback Fund, divided by (B) the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that Fully Diluted Number. (iii) to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X each Warrantholder with respect to a claim based upon, attributable to or resulting from a breach each share of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (Common Stock underlying such Warrantholder’s Company Warrants immediately prior to the extent not utilized to pay Purchaser Indemnified Parties Effective Time (and for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make which a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation Letter of Seller, Seller Fraud, or pursuant to Section 10.2(a)(iiTransmittal has been delivered), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount equal (up to the total amount then held by the Escrow Agent) equal to the sum of (aA) the amount of claims for indemnification under this Article X asserted released from the Holdback Fund minus all unreimbursed Stockholders’ Representative Expenses which have been incurred prior to the General Survival Date but not yet resolved and release of funds from the Holdback Fund, divided by (bB) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementFully Diluted Number.

Indemnity Escrow. On Notwithstanding anything to the Closing Datecontrary contained in this Agreement, Purchaser shallat the Closing, on behalf Seller shall be deemed to have received, and is hereby deemed to have authorized Buyer to deposit with the Escrow Agent an amount equal to 50% of Sellerthe Retention Amount, pay not to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller exceed $725,000.00 (the “Indemnity Escrow AgentAmount”), and together with the Working Capital Escrow Amount, the “Escrow Amount”) to be held in immediately available funds, to the an escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal ) to five percent (5%) of the Purchase Price satisfy any indemnity claims against Seller pursuant to Section 6.2 (the “Indemnity Escrow Amount”). Twelve (12) months following the Closing Date, in accordance with the terms of this Agreement Buyer and that certain Escrow Agreement by and among Purchaser, Seller and shall each instruct the Escrow AgentAgent in writing, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce Agreement, to release to Seller the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach balance of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that (after giving effect to any previous deductions and/or payments to Buyer pursuant to the extent, Escrow Agreement and solely to the extent, (a) Seller is obligated to make a payment giving effect to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation retention of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay satisfy any outstanding or unresolved claim as of such claimdate, then pursuant to the Escrow Agreement). Upon resolution of any claim for indemnification that shall have been asserted against Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases and not resolved as of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen twelve (1512) months following the Closing Date pursuant to Article VI and the Escrow Agreement, Buyer and Seller shall promptly (but in no event later than five (5) Business Days following the General Survival Date and (bDays) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, of such resolution instruct the Escrow Agent shall to release the Indemnity Escrow Amount (to that was the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution subject of such Unresolved Claims claim to Buyer and/or Seller (as applicable, in accordance with this Article X, Section 3.5 and such resolution) pursuant to the Escrow Agreement.

Indemnity Escrow. On Except as set forth herein, the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (Indemnity Escrow Consideration shall be held in escrow until the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent Expiration Date (the “Indemnity Escrow AccountPeriod”), an amount equal to five percent (5%) as collateral for the indemnification obligations of the Purchase Price Company’s stockholders as set forth below (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow AgreementEscrow”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release Notwithstanding the foregoing, a portion of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Consideration shall be required to remain in escrow after the Indemnity Escrow Period in an amount sufficient to satisfy any unsatisfied claims specified in a written notice tendered to the escrow agent in accordance with the terms of the Indemnity Escrow Agreement and shall accordingly reduce prior to the expiration of the Indemnity Escrow Amount; provided, however, that Period (in which case any representation or warranty to which such claim applies which would naturally terminate at the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach end of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (Period shall continue to survive until such time as the extent claim is settled or a final award or judgment has been issued with respect thereto; provided that any such representation or warranty shall survive solely as it relates to that particular claim and shall not utilized to pay Purchaser Indemnified Parties survive for any indemnification claim) to Seller, then Seller shall pay directly separate or additional claim that may arise after the remaining sums due in connection with such claim following the payments made from last day of the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”Period). The Indemnity Escrow Amount retained for Unresolved Claims shall be released governed by the terms hereof and the Indemnity Escrow Agent Agreement among Quantum, the Company, the Indemnity Escrow Stockholder Representative (as defined below), the Company’s stockholders and the escrow agent. During the Indemnity Escrow Period, each of the Company’s stockholders shall have the right to direct the voting of the shares of Quantum Common Stock represented by such stockholder’s pro rata portion of the Indemnity Escrow Consideration that remains from time to time in the Indemnity Escrow account. The Company’s stockholders shall be entitled to receive, upon the termination of the Indemnity Escrow Period on a pro rata basis, any Indemnity Escrow Consideration not applied by Quantum to the extent not utilized payment of a claim in a manner consistent with this Article VI and the Indemnity Escrow Agreement. Payment to pay Purchaser Indemnified Parties from the Indemnity Escrow to satisfy claims for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims indemnification shall be paid in accordance with this Article X, Section 3.5 the provisions hereof and the Indemnity Escrow Agreement.

Indemnity Escrow. On (a) In the Closing Dateevent any Parent Indemnitee shall have, Purchaser shallprior to December 31, on behalf 2012, delivered a Claims Notice in respect of Sellerindemnification under this Agreement, pay such Parent Indemnitee and the Stockholder Representative shall negotiate in good faith to Xxxxx Fargo Bank, N.A., as agent to Purchaser reach an agreement upon (i) the Parent Indemnitee’s right for indemnification under this Agreement and Seller the amount of such Parent Indemnitee’s Losses and (ii) the amounts then available in the Escrow Fund that should be reserved (the “Escrow AgentReserved Amount”)) in respect of such Claims Notice. Pending or absent a mutual agreement of the Reserved Amount in respect of any Claims Notice, the Reserved Amount therefor shall be the amount in good faith estimated by Parent based on back-up documentation containing such detail as is reasonable under the circumstances. (b) If, after a period of thirty (30) days following receipt by the Stockholder Representative of a Claims Notice, the Parent Indemnitee and the Stockholder Representative have not succeeded in reaching an agreement upon the Reserved Amount or, in immediately available fundsthe case of a Non-Third Party Claim only, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) liability of the Purchase Price (Parent Indemnitee or the “Indemnity Escrow Amount”)resolution of such Non-Third Party Claim, each of Parent and the Stockholder Representative shall have the right to submit the dispute at the earliest possible date to mediation conducted in accordance with the terms Mediation Procedure of the International Institute for Conflict Prevention and Resolution (“CPR”); provided that nothing in this Agreement and that certain Escrow Agreement Section 8.9(b) shall affect or curtail Parent’s unilateral right to make an indemnity claim under this Article VIII or give any right to the mediator to decide the validity of a Third Party Claim. The costs of such mediation shall be borne by and among Purchaser, Seller the Parent Indemnitee and the Escrow Agent, dated Stockholder Representative (on behalf of the Stockholders) in inverse proportion to the amount with respect to which each party prevails in the dispute (calculated in accordance with Section 2.8(d)). The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as of November 8, 2013, a copy of which is attached hereto as Exhibit F they may mutually agree following the initial mediation session (the “Escrow AgreementMediation Period”). Any payment Seller is obligated If the dispute has not been resolved for any reason after the Mediation Period, the Stockholder Representative shall have the right to make bring suit in the applicable forum in accordance with this Agreement or to submit the dispute over the Reserved Amount and, in the case of any Purchaser Indemnified Parties pursuant Non-Third Party Claim, the pending claim to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account arbitration conducted in New York City, before and in accordance with the terms then-existing Rules for Non-Administered Arbitration of the Escrow Agreement CPR (the “Rules”). The arbitrator shall determine only those items in dispute. In resolving any dispute, the Parties intend that the arbitrator shall apply the substantive Laws of the State of Delaware, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extentirrevocable, and solely any award rendered by the arbitrator shall be final and binding on the Parties. The Parties agree to comply and cause the extentapplicable Indemnitees to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach the Supreme Court of the Specified IP Representation and State of New York, New York County, or (b) the Escrow Agent has released United States District Court for the Indemnity Escrow Amount Southern District of New York. (to c) Upon the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly agreement by the remaining sums due Stockholder Representative and the Parent Indemnitee or as finally determined in connection accordance with such claim following the payments made from the Indemnity Escrow Account procedures set forth in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii8.9(b), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) the Stockholder Representative and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller Parent shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, jointly instruct the Escrow Agent shall release under the Indemnity Escrow Amount (Agreement to pay to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that Parent Indemnitee the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum lesser of (ai) the amount of the Losses in respect of such Claims Notice and (ii) the amounts then available in the Escrow Fund. (d) On December 31, 2012, the Stockholder Representative and Parent shall jointly instruct the Escrow Agent under the Escrow Agreement to pay to the Stockholder Representative, acting in the name and on behalf of all of the Stockholders, the excess of the amounts then available in the Escrow Fund over the aggregate Reserved Amounts in respect of all unresolved claims for indemnification under this Article X asserted made by the Parent Indemnitees prior to such date, in each case, if any. (e) From and after December 31, 2012, from time to time, upon (i) resolution of any Claims Notice in respect of any individual claim for indemnification made by the General Survival Date but not yet resolved Parent Indemnitees and (bii) Purchaser’s Attrition Claim payment to the extent not resolved at Parent Indemnitee of the amount of such time claim from the aggregate Reserved Amounts then available in writing or pursuant to Section 3.5 (such claimsthe Escrow Fund, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims Stockholder Representative and Parent shall be released by jointly instruct the Escrow Agent (to release to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved Stockholder Representative, in favor the name and on behalf of Purchaser Indemnified Parties) upon all of the resolution Stockholders, the excess of such Unresolved Claims the amounts then available in accordance with this Article X, Section 3.5 and the Escrow AgreementFund over the aggregate Reserved Amounts in respect of all remaining unresolved claims for indemnification made by the Parent Indemnitees prior to such date, in each case, if any. (f) All income earned in respect of the Escrow Account shall be for the benefit of the Stockholders.

Indemnity Escrow. On (a) In the event any Buyer Indemnitee shall have, prior to the first anniversary of the Closing Date, Purchaser shalldelivered a Claims Notice in respect of indemnification under this Agreement, such Buyer Indemnitee and the Seller shall negotiate in good faith to reach an agreement upon (i) the Buyer Indemnitee’s right for indemnification under this Agreement and the amount of such Buyer Indemnitee’s Losses and (ii) the amount on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller deposit in the Indemnity Escrow account that should be reserved (the “Escrow AgentReserved Amount”)) in respect of such Claims Notice. Pending or absent a mutual agreement of the Reserved Amount in respect of any Claims Notice, the Reserved Amount therefor shall be the amount in immediately available fundsgood faith estimate by the Buyer Indemnitee based on back-up documentation containing such detail as is reasonable under the circumstances. (b) Upon the agreement by the Seller and the Buyer Indemnitee or as finally determined by a court of competent jurisdiction in respect of any Claims Notice, to the account designated by Seller and the Buyer shall jointly instruct the Escrow Agent under the Escrow Agreement to pay to the Buyer Indemnitee the lesser of (i) the “amount of the Losses in respect of such Claims Notice and (ii) the balance then on deposit in the Indemnity Escrow Account”), an amount equal to five percent . (5%c) On the first anniversary of the Purchase Price (Closing Date, the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Buyer shall jointly instruct the Escrow AgentAgent under the Escrow Agreement to pay to Seller the excess of the balance then on deposit in the Indemnity Escrow Account over the aggregate Reserved Amounts in respect of all unresolved claims for indemnification made by the Buyer Indemnitees prior to such date, dated as in each case, if any. (d) Following the first anniversary of November 8the Closing Date, 2013from time to time, a copy upon resolution of which is attached hereto as Exhibit F (any Claims Notice in respect of any individual claim for indemnification made by the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to Buyer Indemnitees and the Purchaser Indemnified Parties appropriate amount from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that have been paid to the extentBuyer Indemnitees in respect of such Claims Notice, the Seller and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) Buyer shall jointly instruct the Escrow Agent has released to release to Seller the Indemnity Escrow Amount (to excess of the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, balance then Seller shall pay directly the remaining sums due on deposit in connection with such claim following the payments made from the Indemnity Escrow Account over the aggregate Reserved Amounts in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the all remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of unresolved claims for indemnification under this Article X asserted made by the Buyer Indemnitees prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time date, in writing or pursuant to Section 3.5 (such claimseach case, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementif any.