Common use of Release of Escrow Shares Clause in Contracts

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (a) In If Spacial expects to close the event that Purchaser electsFinancing within 90 days after the date hereof, pursuant Spacial shall give a notice to the provisions Escrow Agent, not later than five (5) business days before the proposed closing date of Section 1.3(h) such Financing (the "Proposed Closing Date"), instructing the Escrow Agent to deliver the Escrow Property to Spacial at the closing of such Financing (the Merger Agreement"Closing"), to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares which notice shall be distributed to the Indemnifying Shareholders on the first anniversary of also specify the Closing Date, the location of the Closing, and the total number of shares of Common Stock to be issued to investors at such Closing. Spacial shall send a copy of such notice to Xxxxxx and the Trust. (b) If the Escrow Agent receives the notice provided for in Section 2(a) (the "Closing Notice") and has not received by 5:00 p.m. New York time on the business day immediately preceding the Proposed Closing Date a written notice from Xxxxxx or the Trust objecting to Spacial's instructions, then the Escrow Agent shall deliver the Escrow Property to Spacial at the Closing. If Spacial's Closing Notice states that Spacial will be issuing fewer than 1,000,000 shares of Common Stock at the Closing, then as a condition to the Escrow Agent's delivery of the Escrow Property to Spacial, Spacial shall deliver to the Escrow Agent (i) one or more certificates registered in the name of Xxxxxx representing a number of shares of Common Stock (and such other securities or property constituting the Escrow Property delivered to Spacial) equal to 15.1464% of the difference between 1,000,000 and the number of shares issued at such closing (such difference being referred to herein as the "Excess Amount") and (ii) one or more certificates registered in the name of the Trust representing a number of shares of Common Stock (and such other securities or property constituting the Escrow Property delivered to Spacial) equal to 84.8536% of the Excess Amount. Promptly after the Termination DateEscrow Agent's receipt of such stock certificates and other property, if any, delivered to it pursuant to the preceding sentence, the Escrow Agent shall distribute deliver such stock certificates and other property to Xxxxxx and the Indemnifying Shareholders all of Trust, as applicable. (c) If the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding Agent receives, on or before 5:00 p.m. New York time on the foregoingbusiness day immediately preceding the Proposed Closing Date, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance written notice from Xxxxxx or the Trust, with Section 4a copy thereof sent to Spacial, objecting to Spacial's Closing Notice, the Escrow Agent shall retain in take no action and make no delivery of the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed Property except in accordance with (A) written instructions signed by the terms Spacial, Xxxxxx and the Trust or (B) an order of a court of competent jurisdiction. In the resolution event of such claims. (b) Any distribution of all or a portion of the Escrow Shares an objection to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; providednotice, however, that the Escrow Agent shall withhold the distribution of the portion of be empowered in its sole discretion to deposit the Escrow Shares otherwise distributable Property with a court of competent jurisdiction and to Indemnifying Shareholders who have notinstitute an action of interpleader or other such action to resolve the dispute. (d) If no Financing is scheduled to occur within 90 days after the date hereof, according but during such period Spacial has entered into a letter of intent or other agreement with a person or entity that proposes to written provide or obtain Financing for Spacial, then Spacial shall send a notice provided by the Purchaser thereof to the Escrow Agent, prior with a copy thereof to such distribution, surrendered their respective Certificates pursuant to Xxxxxx and the terms and conditions Trust. If a Closing of the Merger Agreement. Any sale of Common Stock as contemplated by such withheld shares shall be delivered letter of intent is scheduled to the Purchaser promptly occur within 180 days after the Termination Datedate of such letter of intent, and then Spacial shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing give a Closing Notice to the Escrow Agent by any Agent, Xxxxxx and the Trust as provided in Section 2(a) with respect to such holder). No fractional Escrow Shares shall be distributed Closing. (e) If Spacial fails to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down provide a Closing Notice to the nearest whole number; and effect that the Closing of the contemplated financing is scheduled to occur within 90 days after the date hereof or within 180 days after the date of a letter of intent as provided in Section 2(d), then the Escrow Agent shall sell such number of deliver the Escrow Shares as is equal Property to Xxxxxx and the aggregate Trust within ten (10) days after expiration of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledapplicable period.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly Within 5 business days after the Termination Date, Parent shall deposit with the Escrow Agent shall a certificate in the name of the Stockholder representing the number of (pursuant to Section 5(c)) shares of Parent Common Stock to which such stockholder is then entitled and the Escrow Agent shall, pursuant to written instructions provided to it by Parent and the Stockholder, distribute to the Indemnifying Shareholders all of Stockholder, such certificates representing the Escrow Shares (including any remaining Transferred Shares) , if any, then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given any Indemnitee shall have asserted a Claim Notice which claim for indemnification prior to the Termination Date and such claim has not then yet been resolved in accordance with Section 4resolved, the Escrow Agent shall retain in the Escrow Account after the Termination Date that portion of the Escrow Account having a value equal to one hundred percent (100%) of the Claimed Amount or Contested Amount, as the case may be, by such number of Escrow Shares (including Transferred Shares if necessary) having a with the Fair Market Value equal of any Escrow Shares calculated according to the Claimed Amount covered by any Claim Notice Section 6), which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with , upon the terms of the resolution of such claimsset forth in Section 2. (b) Any distribution of all or a portion of the Escrow Shares Shares, if any, to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; providedStockholder, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing a stock certificates certificate in the name of the Stockholder to such holders at their respective addresses shown on Exhibit B the address of the Stockholder provided in Section 10 (or such other address as may be provided in writing to the Escrow Agent and Parent by any such holderthe Stockholder). . (c) No fractional Escrow Shares shall be distributed to Indemnifying Shareholders the Stockholder pursuant to this Agreement. InsteadIn lieu of any fractional shares to which such Stockholder would otherwise be entitled, the number of shares that each Indemnifying Shareholder shall receive such Stockholder shall be paid in cash an amount equal to the dollar amount (rounded down to the nearest whole number; and cent) determined by multiplying the Escrow Agent shall sell such number Fair Market Value by the fraction of Escrow Shares as is equal to the aggregate a share of the fractional shares Parent Common Stock that would otherwise be distributed deliverable to such Stockholder hereunder. As soon as practicable after the Indemnifying Shareholders and Termination Date, Parent shall distribute deposit cash in the proceeds of Escrow Account in a sufficient amount to pay for any such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledshares in accordance with this Section 5(c).

Release of Escrow Shares. (ai) In the event that Purchaser electsthe Company’s Net Income or Cash, pursuant to calculated in accordance with GAAP and reported in the provisions of Section 1.3(hAnnual Report for fiscal year ended December 31, 2008, is less than the Fiscal Year 2008 Performance Threshold, then, within ten (10) of Business Days after such Annual Report is filed with the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination DateCommission, the Escrow Agent shall distribute transfer to each Purchaser that number of Escrow Shares equal to the Indemnifying Shareholders all product of one-half of the Escrow Shares multiplied by the quotient of such Purchaser’s Purchase Price divided by the Aggregate Purchase Price; and if the Net Income for fiscal year 2008 is greater than or equal to the Fiscal Year 2008 Performance Threshold, then one-half of the Escrow Shares shall be returned to Founder; and (including any remaining Transferred Sharesii) then held in escrow. Notwithstanding In the foregoingevent that the Company’s Net Income or Cash, if an Indemnified Party has previously given a Claim Notice which has not then been resolved calculated in accordance with Section 4GAAP and reported in the Annual Report for fiscal year ended December 31, 2009, is less than the Fiscal Year 2009 Performance Threshold, then, within ten (10) Business Days after such Annual Report is filed with the Commission, the Escrow Agent shall retain in the Escrow Account after the Termination Date a transfer to each Purchaser that number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered product of the Escrow Shares then in escrow multiplied by any Claim Notice which has not the quotient of such Purchaser’s Purchase Price divided by the Aggregate Purchase Price; and if the Net Income for fiscal year 2009 is greater than or equal to the Fiscal Year 2009 Performance Threshold, then been resolved. Any funds so retained all Escrow Shares then in escrow shall be disbursed in accordance with the terms of the resolution of such claimsreturned to Founder. (biii) Any distribution In case the number of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided represented by the Purchaser to the Escrow Agent, prior to such distribution, certificate or certificates surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing Founder to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, Agreement and to be released from time to time in accordance with this Section 2.2 exceeds the number of shares that each Indemnifying Shareholder shall receive shall be rounded down so released under this Section 2.2, the Company shall, upon surrender of such certificate or certificates, execute and deliver to the nearest whole number; and the Escrow Agent shall sell such new certificates for the number of shares of Escrow Shares as is equal that are to the aggregate of the fractional shares be released and that would otherwise are not to be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledreleased, respectively.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred The Escrow Shares shall be distributed ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to the Indemnifying Shareholders on be delivered under this Section 3.1, after the first anniversary of the Closing date of this Escrow Agreement (the "Release Date. Promptly after "), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the Termination Dateparties hereto, the Escrow Agent shall distribute to the Indemnifying Shareholders all and (b) any of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved subject to delivery to Cambridge in accordance with Section 4, 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent shall retain in the Escrow Account Custodian's business days ("Business Days") ------------- after the Termination Date Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including Transferred the number of Escrow Shares if necessary) having to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a Fair Market Value equal good faith effort to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages set forth opposite remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such holders' respective names on Exhibit B attached hereto; providedaction until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, howeverin the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, that the Escrow Agent shall withhold a final award or decision which specifies the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred The Escrow Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, released by ------------------------ the Escrow Agent shall distribute and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the "Release Date"). The amount of Escrow Shares to ------------ be released on the Release Date to the Indemnifying Shareholders Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, less: (including a) ---- any remaining Transferred SharesEscrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved number of the Escrow Shares subject to Notices of Claims delivered by Parent in accordance with Section 42.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within twenty (20) of the Escrow Agent's business days ("Business Days") after the Final Notice Date, ------------- Parent and the Indemnification Representative shall deliver to the Escrow Agent shall retain in a written notice (a "Release Notice") setting forth the Escrow Account after the Termination Date a number of Escrow Shares -------------- to be released by the Escrow Agent (the "Released Escrow"), including Transferred the number --------------- of Escrow Shares if necessary) having a Fair Market Value equal to be released to the Claimed Amount covered by any Claim Notice which has not then been resolvedIndemnification Representative for each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Any funds so retained in escrow Parent and the Indemnification --------------- Representative shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or make a good faith effort to agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable is authorized to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Dateact in accordance with any Release Notice, and shall be delivered by have no duty or obligation to determine whether the Purchaser Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificatesextent applicable. Distributions The Released Escrow shall be released to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Indemnification Representative for the Holders in accordance with the percentage interests set out in Exhibit B (or such other address A hereto and as may be provided certified in writing to the Escrow Agent by Agent. In lieu of releasing any such holder). No fractional Escrow Shares shall Shares, any fraction of a released Escrow Share that would otherwise be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive released shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.Share. Within twenty

Release of Escrow Shares. Upon receipt by the Escrow Agent of appropriate written instructions from the Company and Winsonic, the Escrow Agent shall then transfer the Escrow Shares in the Escrow Fund, held in the Holders' names, within three business days of such instructions, as follows: (aA) All of the Purchased Securities shall be released to Winsonic if the Company's independent auditors (the "Accountants") have reviewed and/or audited the Company's financial statements which reflect the recognition of an amount of revenues which have been derived from the Listed Contracts (as defined in the SPA) equal to at least $1,500,000, which is fifty percent (50%) of the $3 million Purchase Price. (B) In the event that Purchaser electsan amount equal to less than 50% of the Purchase Price, pursuant however, greater than 25% of the Purchase Price, is confirmed by the Company's auditors as having been derived from the Listed Contacts, then the Purchased Securities shall be released from escrow on a pro rata basis, from time to time, in the same percentage as the fraction of the Purchase Price earned multiplied by two (2). Thus, for purposes of example, in the event the Company earns 35% of the Purchase Price from the Listed Contracts, then 70% of the Purchased Securities shall be released from escrow (35% x 2 = 70%); thereafter, if the percentage earned should increase to, e.g., 40%, then an additional 10% of the Purchased Securities shall be released to the provisions Purchaser. Any and each such pro rata release from escrow of Section 1.3(h) a portion of the Merger Purchased Securities shall take place as soon as practicable following confirmation by the Company's accountants that the Company derived part of the Purchase Price from the Listed Contracts. Notwithstanding the escrow of the Purchased Securities, the purchaser shall be entitled to vote the Purchased Securities to the same extent as if the Purchaser retained physical possession of the Purchased Securities. The terms and conditions of the Escrow Agreement are incorporated by reference herein, and should there be any conflict between this Agreement and the Escrow Agreement, the latter shall control. (C) To effect release, any Holder may submit to waive the Profit Shortfall Adjustment Escrow Agent and to the Profit Surplus AdjustmentCompany, one half a copy of the Transferred Company's audited financial statements for any fiscal quarter and/or year together with a request to release a specified number of Escrow Shares from escrow. The financial statements shall be distributed accompanied by a letter from the Accountants which will set forth the amount of revenues derived from the Listed Contracts as calculated in the report and will state that the computations are in accordance with this Agreement. The Accountant's reports and their letter delivered hereunder shall be referred to hereinafter as the Indemnifying Shareholders on the first anniversary of the Closing Date. "Report." Promptly after the Termination Datethereafter, the Escrow Agent shall distribute release the releasable Escrow Shares to the Indemnifying Shareholders all Holders. (D) In the event of any disputes as to any Report, the Escrow Shares (including any remaining Transferred Shares) then held final determination contained in escrowa report shall be made by a firm of independent certified public accountants, other than the Company's Accountants, selected by the Accountants and the Company and such determination shall be final and binding on the parties. Notwithstanding any to the foregoingcontrary contained in this Section 2, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4the event of any such dispute, the Escrow Agent shall retain continue to hold the Escrow Shares until such dispute has been determined in the Escrow Account after manner provided in this Section. (E) If 50% of the Termination Date a number of Purchase Price is not achieved by July 31, 2005, the Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in releasable from escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares returned to the Indemnifying Shareholders Company for cancellation as a contribution to capital and this Agreement shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledterminate.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.Shareholders

Release of Escrow Shares. The Escrow Shares shall be released by ------------------------ the Custodian and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the publication of Parent's audited financial results for the year ended December 31, 1999 (the "Release ------- Date") less: (a) In any Escrow Shares delivered to or deliverable to Parent in ---- ---- satisfaction of Uncontested Claims or Contested Claims which have been settled by the event that Purchaser electsparties hereto, pursuant to the provisions of Section 1.3(hand (b) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all any of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved subject to delivery to Parent in accordance with Section 42.3(b) with respect to any then pending Contested Claims. Parent shall give written notice to the Indemnification Representative and the Custodian of the publication of Parent's audited financial results for the year ended December 31, 1999. Within ten (10) of the Escrow Agent shall retain in the Escrow Account Custodian's business days ("Business Days") after the Termination Date Release Date, Parent and ------------- the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the number of Escrow Shares to be -------------- released by the Custodian and Parent (the "Released Escrow") including Transferred the --------------- number of Escrow Shares if necessaryto be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow") having --------------- Parent and the Indemnification Representative shall make a Fair Market Value equal good faith effort to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages set forth opposite remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Parent shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such holders' respective names on Exhibit B attached hereto; providedaction until the Custodian has received the Release Notice executed by Parent and the Indemnification Representative or, howeverin the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, that the Escrow Agent shall withhold a final award or decision which specifies the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly Within five business days after the Termination Date, the Escrow Agent shall distribute or cause to be distributed to each of the Indemnifying Shareholders all Merger Stockholders at such Merger Stockholder's address set forth on Exhibit A such Merger Stockholder's pro-rata portion of the Escrow Shares (including any remaining Transferred Shares) or other property held in the Escrow Account), if any, then held in escrow. Notwithstanding escrow based on the foregoingpercentage interests in the Escrow Fund set forth on Exhibit A; provided, however, that if an prior to the Termination Date, any Stockholder Indemnified Party Person has previously given a Claim Notice containing a claim which has not then been resolved prior to the Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) collectively having a Fair Market Stipulated Value equal to 100% of the Claimed Amount covered by any Claim Notice or Contested Amount, as the case may be, with respect to all claims which has have not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any The Escrow Agent is not the stock transfer agent for the Parent Common Stock. Accordingly, whenever a distribution of all or a portion number of shares of Parent Common Stock is to be made, the Escrow Shares Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; providedappropriate stock certificate(s). For purposes of this Agreement, however, that the Escrow Agent shall withhold be deemed to have delivered Parent Common Stock to the distribution of the portion of Person entitled to it when the Escrow Shares otherwise distributable Agent has delivered such certificates to Indemnifying Shareholders who have not, according such stock transfer agent with instructions to written notice provided by the Purchaser deliver it to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificatesappropriate Person. Distributions to the Indemnifying Shareholders of Parent Common Stock shall be made by mailing stock certificates to such holders Parent or the Merger Stockholders, as appropriate, at the addresses set forth on Exhibit A. Whenever a distribution is to be made to the Merger Stockholders, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Fund and at their respective addresses shown set forth on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.A.

Release of Escrow Shares. (a) In The Escrow Agent is not the event that Purchaser electsstock transfer agent for the Escrow Shares. Accordingly, pursuant if a distribution of a number of Escrow Shares less than all of the Escrow Shares held in the Stock Escrow Fund is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Escrow Shares to the provisions of Section 1.3(h) Person entitled to them when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Parent shall instruct such stock transfer agent to act in accordance with such instructions of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half Escrow Agent. Distributions of the Transferred Escrow Shares shall be distributed made to the Indemnifying Shareholders Target Stockholders at the addresses set forth for such stockholders on Exhibit A hereto. Whenever a distribution is to be made to the Target Stockholders, pro rata distributions shall be made to each of them based on the first anniversary of percentage interests in the Closing Date. Promptly Escrow Funds set forth on Exhibit A as then in effect. (b) Within five business days after the Stock Escrow Fund Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Escrow Shares to distribute to each of the Indemnifying Shareholders all Target Stockholders such Target Stockholder's pro rata portion of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding escrow based on the percentage interests in the Stock Escrow Funds set forth in Exhibit A as then in effect; provided, however, that notwithstanding the foregoing, if an Indemnified Party if, prior to the Stock Escrow Fund Termination Date, any Parent Indemnitee has previously given a Claim Notice containing a claim which has not then been resolved prior to the Stock Escrow Fund Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Stock Escrow Account after the Termination Date a number of Fund Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to 100% of the Claimed Amount covered by any Claim Notice or Contested Amount, as the case may be, with respect to all claims which has have not then been resolved until such claims are resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (aA) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly Within 15 days after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Company Stockholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given any Indemnitee shall have asserted a Claim Notice which claim for indemnification prior to the Termination Date and such claim has not then yet been resolved in accordance with Section 4resolved, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to one hundred percent (100%) of the Claimed Amount covered or Contested Amount, as the case may be (as well as any amounts the Escrow Agent reasonably determines are necessary to satisfy the fees and expenses contemplated by any Claim Notice Section 5(a)), which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with , upon the terms of the resolution of such claimsset forth in Section 2. (bB) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders Company Stockholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached ATTACHMENT A hereto; providedPROVIDED, howeverHOWEVER, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders the Company Stockholders who have not, according to written notice provided by the Purchaser Parent to the Escrow Agent, prior to such distribution, surrendered their respective Company Stock Certificates pursuant to the terms and conditions in accordance with Section 1.8 of the Merger Agreement. Any such withheld shares amounts shall be delivered to the Purchaser Parent promptly after the Termination Date, and shall be delivered by the Purchaser Parent to the Indemnifying Shareholders Company Stockholders to whom such shares would have otherwise been distributed upon surrender of their respective Company Stock Certificates. Distributions to the Indemnifying Shareholders Company Stockholders shall be made by mailing stock certificates to in the names of such holders at their respective addresses to the address of the applicable Company Stockholder shown on Exhibit B ATTACHMENT A (or such other address as may be provided in writing to the Escrow Agent and Parent by any such holderthe Company Stockholders). . (C) No fractional Escrow Shares shares of Parent Common Stock shall be distributed to Indemnifying Shareholders the Company Stockholders pursuant to this Agreement. InsteadIn lieu of any fractional shares to which such Company Stockholder would otherwise be entitled, the number of shares that each Indemnifying Shareholder shall receive such Company Stockholder shall be paid in cash an amount equal to the sum of the dollar amount (rounded down to the nearest whole number; and cent) determined by multiplying the Escrow Agent shall sell such number Fair Market Value by the fraction of Escrow Shares as is equal to the aggregate a share of the fractional shares Parent Common Stock that would otherwise be distributed deliverable to such Company Stockholder hereunder. As soon as practicable after the Indemnifying Shareholders and Termination Date, Parent shall distribute the proceeds of such sale deposit cash in a sufficient amount to the Indemnifying Shareholders other-wise entitled to a pay all fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledshares in accordance with this Section 3(c).

Release of Escrow Shares. The Escrow Agent shall release the Escrow Shares as follows: (a) In If, at any time, InSite or Newco believes it is entitled to receive a full or partial distribution of the event that Purchaser electsEscrow Shares to satisfy the indemnity obligations of the Stockholders to InSite and Newco and their respective officers, pursuant to the provisions of directors, employees and agents under Section 1.3(h) 12 of the Merger Agreement, to waive InSite or Newco shall give the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half Escrow Agent written notice of the Transferred same (the "Claims Notice"), which Claims Notice shall specify the number of Escrow Shares to be distributed, determined in accordance with SECTION 4(b) hereof. Upon receipt of any Claims Notice, the Escrow Agent shall be distributed promptly forward a copy of such notice to the Indemnifying Shareholders on Stockholders. If the first anniversary Stockholders object to the distribution proposed in the Claims Notice, the Stockholders shall give written notice of such objection to the Escrow Agent within thirty (30) days following receipt of the Closing DateClaims Notice (the "Objection Notice"). Promptly after If the Termination DateEscrow Agent does not receive an Objection Notice within such thirty (30) day period, the Escrow Agent shall distribute to InSite the Indemnifying Shareholders all Escrow Shares having a value, as determined in accordance with SECTION 4(c) hereof, equal to the amount specified in the Claims Notice. If the Escrow Agent receives an Objection Notice within such thirty (30) day period, the parties shall resolve such dispute by negotiation or, if negotiations are unsuccessful, by resort to the arbitration procedure set forth in the Merger Agreement, and the Escrow Agent shall continue to hold the Escrow Shares pursuant to the terms of this Agreement, subject to the Claims Notice until the Escrow Agent receives (i) a joint written instruction from the Stockholders and the Parent and Newco regarding disposition of the Escrow Shares subject to the Claims Notice and Objection Notice, or (including any remaining Transferred Sharesii) then held in escrowa certified copy of a final decision of the arbitrator regarding disposition of the Escrow Shares subject to the Claims Notice and Objection Notice. Notwithstanding the foregoingforegoing sentence, if an Indemnified Party has previously given the Escrow Agent may exercise its rights under SECTION 9 of this Agreement at any time in the event of a Claim Notice which has not then been resolved dispute between the parties regarding release of the Escrow Shares. Upon release of the Escrow Shares in accordance with Section 4good faith pursuant to this Agreement, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claimsfully released and discharged from all obligations under this Agreement. (b) Any For purposes of distribution by the Escrow Agent of all or a any portion of the Escrow Shares pursuant to paragraph (a) of this SECTION 4, the number of Escrow Shares to be delivered shall be determined based on the "closing sales price" (as hereinafter defined) of InSite Common Stock for the 10 consecutive trading days immediately preceding the "date of distribution" (as hereinafter defined) of the Escrow Shares by the Escrow Agent. (i) For purposes hereof, "closing sales price" shall mean (a) the average of the closing sales price, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the principal national securities exchange on which InSite Common Stock is listed or admitted to trading for such 10 day period, or (b) if not listed or admitted to trading on any national securities exchange, the closing sales price as reported by The Nasdaq Stock Market, Inc., or, if such firm at the time is not engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business as selected by InSite's Board of Directors, for such 10 day period, or (c) if not listed or admitted to trading on any national securities exchange or reported by Nasdaq or any similar firm, the net book value of the Escrow Shares as determined by management of InSite as of the end of the most recent fiscal quarter immediately preceding the last day of such 10 day period. (ii) For purposes hereof, "date of distribution" shall be the date specified in the Claims Notice which shall be (a) the date as of the end of the thirty (30) day period commencing on the date of the Claims Notice, or (b) in the event of a dispute, the actual date of notification to the Indemnifying Shareholders Escrow Agent to release Escrow Shares which shall be made promptly after resolution of any disputes. (c) On the date which is one (1) year after the closing date of the transactions contemplated by the Merger Agreement (the "Escrow Termination Date"), the Escrow Agent shall deliver to the Stockholders the remaining Escrow Shares, unless the Escrow Agent shall have been notified in writing by InSite, Newco or the Stockholders that a Claims Notice is pending and has not been resolved as described in paragraph (b)(i) or (ii) of this SECTION 4. If the Escrow Agent has been advised that a Claims Notice is pending on the Escrow Termination Date and has not been resolved as aforesaid, the Escrow Agent shall deliver the remaining Escrow Shares to the parties in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution resolution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have notClaims Notice, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holderSECTION 4(b). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (a) The Escrow Agent shall release the Escrow Shares only in accordance with the provisions of this Section 4. 4.1 In the event that Purchaser elects, pursuant the Buyer desires to the provisions of seek an indemnification claim hereunder (other than claims with respect to indemnification under Section 1.3(h6.1(f) or 6.1(h) of the Merger Agreement, which is provided for in Section 4.7 below), the Buyer shall provide the Escrow Agent with a Claim Notice or Expected Claim Notice signed by the Buyer. Such Claim Notice or Expected Claim Notice shall specify the number of Indemnification Escrow Shares or Identified Contract Escrow Shares, as applicable, represented by the Claimed Amount, calculated as the Claimed Amount divided by $50.37 per share, and rounded to waive the Profit Shortfall Adjustment nearest whole number of Escrow Shares. Such Claim Notice or Expected Claim Notice shall be sent by the Buyer to the Escrow Agent and to the Profit Surplus AdjustmentRepresentative simultaneously. 4.2 If the Escrow Agent receives a Claim Notice and within twenty (20) calendar days after the receipt by the Escrow Agent of such Claim Notice either (a) does not receive a Response from the Representative, one half or (b) receives a Response from the Representative in which the Representative agrees that the Buyer is entitled to receive all of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination DateClaimed Amount, then, in either such case, the Escrow Agent shall distribute will release to the Indemnifying Shareholders all Buyer, on behalf of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoingCompany Stockholders, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares specified in such Claim Notice and calculated as specified in Section 4.1 above within three (including Transferred Shares if necessary3) having Business Days after the expiration of such twenty (20) calendar day period. The Representative shall send a Fair Market Value equal copy of any Response to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with Buyer at the terms of the resolution of same time such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser Response is sent to the Escrow Agent. 4.3 If the Escrow Agent receives a Response from the Representative that relates to a Claim Notice (other than a Response covered by Section 4.2 above) within twenty (20) calendar days after the receipt by the Representative of such Claim Notice, prior to the Escrow Agent will, in respect of such distributionClaim Notice, surrendered their respective Certificates pursuant release to the terms Buyer a number of Escrow Shares specified in such Response equal to the Agreed Amount (if any), in which case the Response shall reflect the number of Escrow Shares equal to the Agreed Amount and conditions calculated as specified in Section 4.1 above, within three (3) Business Days after the receipt of such Response; provided that, if the Response does not set forth the number of Escrow Shares equal to the Agreed Amount, within two (2) Business Days of receipt of the Merger Agreement. Any Response, the Buyer may provide such withheld shares shall be delivered to number of Escrow Shares, based upon the Purchaser promptly after the Termination DateAgreed Amount divided by $50.37, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down (with a copy to the nearest whole number; and Representative) (the "Agreed Amount Share Notice"), in which case the Escrow Agent shall sell such will release to the Buyer the number of Escrow Shares as is equal set forth in the Agreed Amount Share Notice. Acceptance by the Buyer of a partial payment of the Claimed Amount shall be without prejudice to the aggregate Buyer's right to claim the balance of any Claimed Amount. 4.4 In case the Representative shall provide a Response with respect to any Claim Notice in accordance with Section 4.3 above, during the thirty (30) calendar day period following delivery of the fractional shares that would otherwise be distributed Response, the Representative and Buyer shall use good faith efforts to resolve the Indemnifying Shareholders Dispute. If, within thirty (30) calendar days after receipt of a Response involving a Dispute, the Representative and the Buyer are unable to agree on a resolution of the matter, the parties shall distribute discuss in good faith the proceeds submission of the Dispute to binding arbitration, and if the Representative and the Buyer agree in writing to submit the Dispute to such sale arbitration, then the provisions of Section 6.2(e) of the Merger Agreement shall become effective with respect to such Dispute. The provisions of this Section 4.4 shall not obligate the Indemnifying Shareholders other-wise entitled Representative and the Buyer to a fractional Escrow Share pro rata based upon submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the fraction absence of an Escrow Shares agreement by the Representative and the Buyer to which each arbitrate a Dispute, such Indemnifying Shareholder is otherwise entitled.Dispute shall be resolved in a state or federal court sitting in the State of New York, in accordance with Section 12.11

Release of Escrow Shares. The Escrow Shares shall be paid by the Escrow Agent in accordance with the following: (a) The Escrow Agent shall, upon receipt of written instructions, in the form of Exhibit A, attached hereto and made a part hereof, in a form and substance reasonably satisfactory to the Escrow Agent, received from each of the Transaction Parties, release the Escrow Shares in accordance with such written instructions, subject to such instructions not resulting in the violation of any applicable laws. In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders fewer than all of the Escrow Shares (including any remaining Transferred Shares) then are to be released, the Transaction Parties shall deliver to the Escrow Agent a replacement certificate for the Escrow Shares which are to remain being held in escrow. Notwithstanding by the foregoingEscrow Agent, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, and at such time the Escrow Agent shall retain in release the then-applicable certificate to the parties as so directed, to the addresses of the Transaction Parties as set forth herein for notices to the Transaction Parties. Each of the Transaction Parties covenants and agrees that it shall execute and deliver to the Escrow Account after Agent such instruments as requested by the Termination Date a number of Escrow Agent as required to transfer the Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal or any portion thereof to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claimsintended recipient. (b) Any distribution of all or a portion disbursements of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite within one (1) Business Day of receipt of such holders' respective names on Exhibit B attached hereto; providedwritten instructions, however, that which must be received by the Escrow Agent shall withhold no later than 3:00 PM Eastern Time on a Business Day for the distribution of the portion Escrow Agent to process such instructions that Business Day. Any disbursements of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to conditioned on the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing Transaction Parties paying to the Escrow Agent any out of pocket costs incurred or to be incurred by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent in connection with such disbursement. (c) If any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a Business Day, then such date shall sell such number of Escrow Shares as be the Business Day that immediately precedes that date. A “Business Day” is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to any day other than a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledSaturday, Sunday or a Bank holiday.

Release of Escrow Shares. The Escrow Agent shall release the Escrow Shares as follows: (a) In If, at any time, InSite or Newco believes it is entitled to receive a full or partial distribution of the event that Purchaser electsEscrow Shares to satisfy the indemnity obligations of the Stockholders to InSite and Newco and their respective officers, pursuant to the provisions of Section 1.3(h) directors, employees and agents under SECTION 12 of the Merger Agreement, to waive InSite or Newco shall give the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half Escrow Agent written notice of the Transferred same (the "Claims Notice"), which Claims Notice shall specify the number of Escrow Shares to be distributed, determined in accordance with SECTION 4(b) hereof. Upon receipt of any Claims Notice, the Escrow Agent shall be distributed promptly forward a copy of such notice to the Indemnifying Shareholders on Stockholders. If the first anniversary Stockholders object to the distribution proposed in the Claims Notice, the Stockholders shall give written notice of such objection to the Escrow Agent within thirty (30) days following receipt of the Closing DateClaims Notice (the "Objection Notice"). Promptly after If the Termination DateEscrow Agent does not receive an Objection Notice within such thirty (30) day period, the Escrow Agent shall distribute to the Indemnifying Shareholders all of InSite the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoinghaving a value, if an Indemnified Party has previously given a Claim Notice which has not then been resolved as determined in accordance with Section 4SECTION 4(c) hereof, equal to the amount specified in the Claims Notice. If the Escrow Agent receives an Objection Notice within such thirty (30) day period, the Escrow Agent shall retain in continue to hold the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal pursuant to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of this Agreement, subject to the resolution Claims Notice until the Escrow Agent receives (i) a joint written instruction from the Stockholders and InSite, Newco regarding disposition of such claimsthe Escrow Shares subject to the Claims Notice and Objection Notice, or (ii) a certified copy of a final, non-appealable decision of a court of competent jurisdiction regarding disposition of the Escrow Shares subject to the Claims Notice and Objection Notice. Notwithstanding the foregoing sentence, the Escrow Agent may exercise its rights under SECTION 9 of this Agreement at any time in the event of a dispute between the parties regarding release of the Escrow Shares. Upon release of the Escrow Shares in good faith pursuant to this Agreement, the Escrow Agent shall be fully released and discharged from all obligations under this Agreement. (b) Any For purposes of distribution by the Escrow Agent of all or a any portion of the Escrow Shares pursuant to paragraph (a) of this SECTION 4, the number of Escrow Shares to be delivered shall be determined based on the "closing sales price" (as hereinafter defined) of InSite Common Stock for the 30 consecutive trading days immediately preceding the "date of distribution" (as hereinafter defined) of the Escrow Shares by the Escrow Agent. (i) For purposes hereof, "closing sales price" shall mean (a) the average of the closing sales price, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the principal national securities exchange on which InSite Common Stock is listed or admitted to trading for such 30 day period, or (b) if not listed or admitted to trading on any national securities exchange, the closing sales price as reported by The Nasdaq Stock Market, Inc., or, if such firm at the time is not engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business as selected by InSite's Board of Directors, for such 30 day period, or (c) if not listed or admitted to trading on any national securities exchange or reported by Nasdaq or any similar firm, the net book value of the Escrow Shares as determined by management of InSite as of the end of the most recent fiscal quarter immediately preceding the last day of such 30 day period. (ii) For purposes hereof, "date of distribution" shall be the date specified in the Claims Notice which shall be (a) the date as of the end of the thirty (30) day period commencing on the date of the Claims Notice, or (b) in the event of a dispute, the actual date of notification to the Indemnifying Shareholders Escrow Agent to release Escrow Shares which shall be made promptly after resolution of any disputes. (c) On the date which is one (1) year after the closing date of the transactions contemplated by the Merger Agreement (the "Escrow Termination Date"), the Escrow Agent shall deliver to the Stockholders the remaining Escrow Shares, unless the Escrow Agent shall have been notified in writing by InSite, Newco or the Stockholders that a Claims Notice is pending and has not been resolved as described in paragraph (b)(i) or (ii) of this SECTION 4. If the Escrow Agent has been advised that a Claims Notice is pending on the Escrow Termination Date and has not been resolved as aforesaid, the Escrow Agent shall deliver the remaining Escrow Shares to the parties in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution resolution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have notClaims Notice, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holderSECTION 4(b). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (a) In As soon as practicable after receipt of written instructions from the event that Purchaser elects, pursuant Shareholders (which instructions shall specify the number of Escrow Shares to be distributed) to distribute all or any portion of the Escrow Shares to VSI as a result of a post-Closing adjustment to the provisions of Merger Consideration in accordance with Section 1.3(h) 1.9 of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to VSI that number of Escrow Shares having a value, as determined in accordance with Section 4(c) hereof, equal to the Indemnifying Shareholders all amount of the post-closing adjustment to the Merger Consideration. (b) If, at any time, VSI believes it is entitled to receive a full or partial distribution of the Escrow Shares to satisfy the indemnity obligations of Shareholders to VSI under Section 9.2 of the Merger Agreement, VSI shall give the Escrow Agent written notice of same (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing"Claims Notice"), if an Indemnified Party has previously given a Claim which Claims Notice which has not then been resolved shall specify the number of Escrow Shares to be distributed, determined in accordance with Section 44(c) hereof. Upon receipt of any Claims Notice, the Escrow Agent shall retain promptly forward a copy of such notice to Shareholders. If Shareholders object to the distribution proposed in the Claims Notice, Shareholders shall give written notice of such objection to the Escrow Account after Agent within 30 days following receipt of the Termination Date a number of Claims Notice (the "Objection Notice"). If the Escrow Agent does not receive an Objection Notice within such 30 day period, the Escrow Agent shall distribute to VSI Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value value, as determined in accordance with Section 4(c) hereof, equal to the Claimed Amount covered by any Claim amount specified in the Claims Notice. If the Escrow Agent receives an Objection Notice which has not then been resolved. Any funds so retained in escrow within such 30 day period, the Escrow Agent shall be disbursed in accordance with continue to hold the Escrow Shares pursuant to the terms of this Agreement, subject to the resolution Claims Notice until the Escrow Agent receives (i) a joint instruction from VSI and the Shareholders regarding disposition of such claimsthe Escrow Shares subject to the Claims Notice and Objection Notice, or (ii) a certified copy of a final, non-appealable decision of a court of competent jurisdiction regarding disposition of the Escrow Shares subject to the Claims Notice and Objection Notice. (bc) Any For purposes of distribution by Escrow Agent of all or a any portion of the Escrow Shares pursuant to paragraph (a) or (b) of this Section 4, the number of Escrow Shares to be delivered shall be determined by the average of the closing bid price of VSI Common Stock as reported by NASDAQ for the ten trading days immediately preceding the date of distribution. No fractional shares shall be distributed. Any calculation of the number of shares to be delivered which results in a fraction shall be rounded up to the Indemnifying next whole number of shares. (d) On July 1, 1997, the Escrow Agent shall deliver to the Shareholders the remaining Escrow Shares, unless the Escrow Agent shall be made have been notified in writing by VSI or the Shareholders that a Claims Notice is pending and has not been resolved as described in paragraph (b)(i) or (ii) of this Section 4. If the Escrow Agent has been advised that a Claims Notice is pending on July 1, 1997 and has not been resolved as aforesaid, the Escrow Agent shall deliver the remaining Escrow Shares to the parties in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; resolution of the Claims Notice, as provided in Section 4(b). (e) Except as herein provided, however, that the Escrow Agent shall withhold the distribution of the portion of the will not release any Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. (a) In the event that Purchaser elects, the Merger Agreement is terminated prior to the effective time of the Merger and Parent is required to pay the Parent Termination Fee pursuant to the provisions of Section 1.3(h) terms of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed Parent will forfeit to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Company all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding satisfaction of the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Parent Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed Fee in accordance with the terms of the resolution Securities Purchase Agreement and the Merger Agreement, and Parent and the Company shall promptly (and in any event within two Business Days) following the date of the event giving rise to the obligation to make such claimspayment deliver a joint written instruction to the Escrow Agent by the Cut-Off Time to deliver all of the Escrow Shares (and the Stock Certificate and Share Transfer Documents) held in the Escrow Account to the Company or its designee. In such case, the Company and Parent agree among each other to fulfill or comply with all of their respective obligations and covenants under the Securities Purchase Agreement and the Merger Agreement related to the forfeiture by Parent of the Escrow Shares to the Company, including (i) in the case of Parent, delivery of all such other documents and instruments to the Company as are necessary to transfer to the Company all of the Escrow Shares (including, if requested by the Company, a transfer of ownership form, duly executed in blank (with a medallion guarantee), in a form acceptable to the Company’s transfer agent, in respect of all of the Escrow Shares), free and clear of all Liens (as defined in the Securities Purchase Agreement), other than Liens imposed by applicable federal and state securities laws, and (ii) in the case of the Company, payment to Parent of an amount equal to the Cash Payment (as defined in the Securities Purchase Agreement). (b) Any In the event the Merger Agreement is terminated in accordance with its terms prior to the effective time of the Merger and the Parent Termination Fee is not payable, the Company will purchase from Parent, and Parent will sell to the Company, all of the Escrow Shares for a cash purchase price equal to the Purchase Price (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities Purchase Agreement and the Merger Agreement, and Parent and the Company shall promptly (and in any event within two Business Days) following the date of termination deliver a joint written instruction to the Escrow Agent by the Cut-Off Time to deliver all of the Escrow Shares (and the Stock Certificate and Share Transfer Documents) held in the Escrow Account to the Company or its designee. In such case, the Company and Parent agree among each other to fulfill or comply with all of their respective obligations and covenants under the Securities Purchase Agreement and the Merger Agreement related to the purchase and sale of the Escrow Shares, including (i) in the case of Parent, delivery of all such other documents and instruments as are necessary to transfer to the Company all of the Escrow Shares (including, if requested by the Company, a transfer of ownership form, duly executed in blank (with a medallion guarantee), in a form acceptable to the Company’s transfer agent, in respect of all of the Escrow Shares), free and clear of all Liens, other than Liens imposed by applicable federal and state securities laws, and (ii) in the case of the Company, payment to Parent of an amount equal to the Purchase Price. (c) If the Merger is consummated, in accordance with the terms of the Merger Agreement, Parent and the Company will deliver a joint written instruction on a given Business Day to the Escrow Agent by the Cut-Off Time to deliver all of the Escrow Shares (and the Stock Certificate and Share Transfer Documents) held in the Escrow Account to Parent, and the Escrow Shares, like all other shares of common stock owned, directly or indirectly, by Parent or Merger Sub immediately prior to the effective time of the Merger, shall be cancelled and shall cease to exist, without any conversion thereof and no payment or distribution shall be made with respect thereto pursuant to Section 3.02 of the Merger Agreement. (d) Notwithstanding anything to the contrary in this Agreement, the Escrow Agent shall dispose of all or a portion of the Escrow Shares to (and the Indemnifying Shareholders shall be made Stock Certificate and Share Transfer Documents) held in the Escrow Account in accordance with a joint written instruction signed by Parent and the percentages set forth opposite Company, whether such holders' respective names on Exhibit B attached hereto; provideddisposition is pursuant to the terms of this Escrow Agreement or otherwise. (e) Notwithstanding anything to the contrary in this Agreement, however, that the Escrow Agent shall withhold the distribution of the promptly release all or any portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by (and the Purchaser to Stock Certificate and Share Transfer Documents) held in the Escrow AgentAccount, prior at any time or from time to such distributiontime, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B in accordance with an Order (or such other address as may be provided in writing defined below) that is presented to the Escrow Agent by any such holder)Parent or the Company. No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the The Escrow Agent shall sell promptly upon receipt of any such number of Order comply with such Order. The Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise Agent shall be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon act on any such Order without further inquiry, question, or consent. As used in this Agreement, the fraction term “Order” means any final and non-appealable order, judgment, or decree of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledany court of competent jurisdiction.

Release of Escrow Shares. (a) In On the event that Purchaser electsdate on which the Parent files its Annual Report on Form 10-K for the year ended December 31, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date2000, the Escrow Agent shall distribute deliver to the Indemnifying Shareholders all each Company Stockholder 50% of the Escrow Shares that remain in possession of the Escrow Agent and have not been cancelled pursuant to Section 5. (including any remaining Transferred Sharesb) then held The escrow established by this Agreement shall terminate on the Termination Date; PROVIDED that this Agreement shall continue in escrow. Notwithstanding effect until the foregoingresolution of all outstanding indemnification claims as to which the Escrow Agent has properly received a Certificate of Instruction in accordance with Section 5(a) hereof on or prior to the Termination Date, if an Indemnified Party has previously given a Claim Notice which has not then and the escrow established hereby shall continue with respect to such claims until such claims have been resolved in accordance herewith. (c) The Escrow Agent shall deliver on the Termination to each Company Stockholder (i) any dividends or other distributions received and not previously distributed pursuant to Section 3, (ii) a certificate or certificates evidencing the remaining number of each Company Stockholder's Escrow Shares, if any, less that number of Escrow Shares as shall represent (at the Per Share Price, calculated as of the date of receipt by the Escrow Agent of the Certificate of Instruction) any amounts designated in Certificates of Instruction received by the Escrow Agent prior to the Termination Date that have not been canceled in accordance with paragraph (d), (e) or (f) of Section 45, and (iii) each Company Stockholder's remaining executed stock transfer powers, if any. At such time on or following the Termination Date as all Certificates of Instruction received by the Escrow Agent prior to the Termination Date have been canceled in accordance with paragraph (d), (e) or (f) of Section 5, the Escrow Agent shall retain in promptly deliver to each Company Stockholder the certificate or certificates evidencing each Company Stockholder's remaining Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares Shares, if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Dateany, and this Agreement (other than Sections 7, 8 and 9) shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledautomatically terminate.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant At any time prior to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Escrow Termination Date, the Escrow Agent shall distribute Forum may elect to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of disburse all or a any portion of the Escrow Shares to the Indemnifying Shareholders Global Flow Escrow Stockholders (consistent with their Pro Rata Portion), in which case the Global Flow Escrow Stockholders shall be made in accordance thereafter possess such disbursed Escrow Shares, and shall have no further obligation to Forum with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion respect thereto. (b) Unless Forum has previously disbursed all of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have notthe Global Flow Escrow Stockholders pursuant to Section 2(a) of this Exhibit, according Forum may deliver to the GFT Representative, at any time prior to the date that is 120 days prior to the date that is 48 months after the Closing Date, an irrevocable written notice provided by (the Purchaser “Release Notice”) indicating Forum’s intent to engage a specified Valuation Firm to prepare the Final Valuation Report and to begin the process described below. (i) If Forum delivers the Release Notice to the Escrow AgentGFT Representative, prior Forum shall promptly thereafter engage such Valuation Firm to such distribution, surrendered their respective Certificates pursuant prepare the Final Valuation Report. Prior to the terms issuance and conditions delivery of the Merger AgreementFinal Valuation Report, Forum, the GFT Representative and the Management Representative, if any, shall be permitted to meet and confer with the Valuation Firm with respect to the calculation of the Exposure Value. Any such withheld shares Forum shall request that the Final Valuation Report shall be delivered to Forum, the Purchaser promptly GFT Representative and the Management Representative, if any, within 60 days of delivery of the Release Notice. Absent fraud by Forum or the Valuation Firm, the Exposure Value set forth in the Final Valuation Report shall be binding upon Forum, the GFT Representative, the Management Representative, if any, and each Global Flow Escrow Stockholder, subject to dispute and resolution pursuant to subsections (ii), (iii) and (iv) below. (ii) If Forum delivers the Release Notice to the GFT Representative, Forum shall prepare the Escrow Termination Materials in good faith and deliver the Escrow Termination Materials to the GFT Representative and the Management Representative, if any, not more than 60 days after delivery of the Release Notice, along with documentation reasonably necessary to allow the GFT Representative to evaluate the calculation of the amounts set forth therein. If the Indemnification Amount is greater than zero, the GFT Representative may submit to Forum, not later than 15 days after the receipt of the Escrow Termination DateMaterials by the GFT Representative and the Management Representative, if any, a list of the components of the calculation of the Indemnification Amount with which the GFT Representative disagrees (a “Dispute Notice”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2(b)(iii) of this Exhibit. If the GFT Representative does not issue a Dispute Notice prior to such date, the Indemnification Amount, as supplied by Forum to the GFT Representative, shall be deemed to have been accepted and agreed to by the GFT Representative, and shall be final and binding on each Global Flow Escrow Stockholder. (iii) If a Dispute Notice is timely delivered to Forum by the Purchaser GFT Representative, Forum and the GFT Representative shall thereafter for a period of up to 10 days negotiate in good faith to resolve any items of dispute. Any items of dispute regarding the Indemnification Amount that are not so resolved shall be submitted to the Indemnifying Shareholders Arbitrating Accountant. In connection with the resolution of any dispute, the Arbitrating Accountant shall have access to whom such shares would have otherwise been distributed upon surrender all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant shall render a written decision evidencing the Arbitrating Accountant’s determination of their respective Certificates. Distributions the amount of the Valuation Differential, the Expense Differential, and the Indemnification Amount, as promptly as practicable but in no event later than 20 days after submission of the matter to the Indemnifying Shareholders Arbitrating Accountant. The written decision of the Arbitrating Accountant shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as final and binding upon Forum, the GFT Representative and each Global Flow Escrow Stockholder, and judgment may be entered on such decision in a court of competent jurisdiction. To the extent not otherwise provided herein, the commercial arbitration rules of the American Arbitration Association as in writing effect at the time of any arbitration shall govern such arbitration in all respects. Forum, on the one hand, and the GFT Representative, on the other hand, shall each bear its own fees and expenses with respect to any proceeding under this paragraph, and shall each bear one-half of the Escrow Agent by fees and expenses of the Arbitrating Accountant in connection with the resolution of any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders dispute pursuant to this Agreement. Insteadparagraph. (iv) Promptly after final determination of the Indemnification Amount pursuant to Sections 2(b)(ii) or 2(b)(iii) of this Exhibit, the number GFT Representative shall deliver to each Global Flow Escrow Stockholder a copy of shares the final version of the Escrow Termination Materials. Each Global Flow Escrow Stockholder shall have until the date that each Indemnifying Shareholder shall receive shall be rounded down is ten days following delivery of the Escrow Termination Materials to the nearest whole number; notify Forum and the GFT Representative in writing of such Global Flow Escrow Agent shall sell Stockholder’s election to satisfy such Global Flow Escrow Stockholder’s obligation to fund such Global Flow Escrow Stockholder’s Pro Rata Portion of the Indemnification Amount by either (i) allowing Forum to retain a number of Escrow Shares as is otherwise allocable to such Global Flow Escrow Stockholder and having an aggregate Fair Market Value equal to the aggregate such Global Flow Escrow Stockholder’s Pro Rata Portion of the fractional shares that would Indemnification Amount, or (ii) paying to Forum on or before the Escrow Termination Date cash in the amount of such Global Flow Escrow Stockholder’s Pro Rata Portion of the Indemnification Amount (in which case, no Escrow Shares will be retained by Forum on the Escrow Termination Date with respect to such Global Flow Escrow Stockholder’s Pro Rata Portion of the Indemnification Amount). If Forum does not receive such written election from any Global Flow Escrow Stockholder, such Global Flow Escrow Stockholder shall be deemed to have elected to satisfy such Global Flow Escrow Stockholder’s obligation to fund such Global Flow Escrow Stockholder’s Pro Rata Portion of the Indemnification Amount by allowing Forum to retain Escrow Shares otherwise be distributed allocable to such Global Flow Escrow Stockholder. (c) On the Escrow Termination Date, or if the Escrow Termination Date does not fall on a Business Day, then on the next Business Day thereafter, Forum shall disburse to each Global Flow Escrow Stockholder such Global Flow Escrow Stockholder’s Pro Rata Portion of the Disbursed Escrow Shares, in each case in accordance with, and after making such adjustments as are necessary to give effect to, the written elections previously delivered to Forum by the Global Flow Escrow Stockholders. Thereafter, (i) the Global Flow Escrow Stockholders shall possess the Disbursed Escrow Shares (if any), and shall have no further obligation to Forum with respect thereto, and (ii) Forum shall retain all of the Retained Escrow Shares (if any), and shall have no further obligation to any Global Flow Escrow Stockholder with respect thereto. (d) Notwithstanding anything in this Exhibit to the Indemnifying Shareholders and shall distribute contrary, the proceeds liability of such sale each Global Flow Escrow Stockholder with respect to the Indemnifying Shareholders other-wise entitled Indemnification Amount shall be limited to a fractional such Global Flow Escrow Share pro rata based upon Stockholder’s Pro Rata Portion of the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. The Escrow Shares shall be released by ------------------------ the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the Effective Time (the "Release Date") less: (a) In any Escrow Shares ------------ ---- delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the event that Purchaser electsparties hereto, pursuant to the provisions of Section 1.3(hand (b) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all any of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved subject to delivery to Parent in accordance with Section 42.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent's business days ("Business Days") after the Release Date, Parent ------------- and the Indemnification Representative shall deliver to the Escrow Agent shall retain in a written notice (a "Release Notice") setting forth the Escrow Account after the Termination Date a number of Escrow Shares to -------------- be released by the Escrow Agent (the "Released Escrow"), including Transferred the number of --------------- Escrow Shares if necessary) having to be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"), Parent and --------------- the Indemnification Representative shall make a Fair Market Value equal good faith effort to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable be authorized to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Dateact in accordance with any Release Notice, and shall be delivered by have no duty or obligation to determine whether the Purchaser Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the Indemnifying Shareholders extent applicable. The Released Escrow shall be released to whom such shares would have otherwise been distributed upon surrender of the Holders in proportion to their respective Certificates. Distributions to interests in the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address Initial Escrow Shares as may be provided certified in writing to the Escrow Agent by Agent. In lieu of releasing any such holder). No fractional Escrow Shares shall Shares, any fraction of a released Escrow Share that would otherwise be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive released shall be rounded down to the nearest whole number; and Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Escrow Agent shall sell such deliver (by overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders as is equal certified in writing to the aggregate Escrow Agent. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. The Escrow Shares shall be released by the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the earliest of (i) publication of Parent's audited financial results for the year ended December 31, 2000 or (ii) expiration of the survival period for representations and warranties as set forth in Article X and XII of the Merger Agreement (the "RELEASE DATE") LESS: (a) In any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the event that Purchaser electsparties hereto, pursuant to the provisions of Section 1.3(hand (b) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all any of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved subject to delivery to Parent in accordance with Section 42.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Escrow Agent's business days ("BUSINESS DAYS") after the Release Date, Parent and the Indemnification Representative shall deliver to the Escrow Agent shall retain in a written notice (a "RELEASE NOTICE") setting forth the Escrow Account after the Termination Date a number of Escrow Shares to be released by the Escrow Agent and Parent (the "RELEASED ESCROW") including Transferred the number of Escrow Shares if necessaryto be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "RETAINED ESCROW") having Parent and the Indemnification Representative shall make a Fair Market Value equal good faith effort to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional remaining Escrow Shares shall be distributed the Retained Escrow. The Released Escrow shall be released to Indemnifying Shareholders pursuant the Holders in proportion to this Agreementtheir respective interests in the Initial Escrow Shares. InsteadIn lieu of releasing any fractional Escrow Shares, the number any fraction of shares a released Escrow Share that each Indemnifying Shareholder shall receive would otherwise be released shall be rounded down to the nearest whole number; and Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Parent shall instruct the Escrow Agent shall sell such to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares as is equal to in the aggregate names of the fractional shares that would otherwise appropriate Holder. The Escrow Agent shall not be distributed required to take such action until the Indemnifying Shareholders Escrow Agent has received the Release Notice executed by Parent and shall distribute the proceeds Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. On the 9-month anniversary of the First Closing, provided the Second Closing has occurred, THC and the Purchaser shall instruct the Escrow Agent to release the remaining Escrow Shares to THC. If the Second Closing Date does not occur prior to the 9-month anniversary of the First Closing Date, THC and the Purchaser shall instruct the Escrow Agent to continue to hold Escrow Shares having a value of $500,000 (athe “Second Closing Escrow Shares”) until the Second Closing occurs or is terminated pursuant to Section 5.3. In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) Second Closing occurs after the 9-month anniversary of the Merger Agreement, to waive the Profit Shortfall Adjustment First Closing and the Profit Surplus AdjustmentXxxxxxxxx Lease Assignment Condition has been satisfied, one half of the Transferred Second Closing Escrow Shares shall be distributed released to the Indemnifying Shareholders on Sellers. In the first anniversary event the Second Closing does not occur and is terminated pursuant to Section 5.3 or the Second Closing occurs but the Xxxxxxxxx Lease Assignment Condition has not been satisfied by such time, Sellers shall, without duplication of recovery pursuant to Section 4.1(b), be liable to Purchaser for liquidated damages in the Closing Dateamount of $500,000. Promptly after the Termination Date, the The number of Escrow Agent shall distribute Shares to be released to the Indemnifying Shareholders all Sellers on any date for the release of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent provided for above shall retain in the Escrow Account after the Termination Date be reduced by a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value an aggregate value equal to the Claimed Amount covered amount of any indemnity claim asserted by any Claim Notice which a Purchaser Indemnitee pursuant to this ARTICLE VI that has not then been resolvedresolved as of such release date. Any funds so retained Promptly, and in escrow shall be disbursed in accordance with the terms of any event not later than three (3) Business Days, following the resolution of such claims. (b) Any distribution of all or a portion of the any indemnity claim with respect to which Escrow Shares to are withheld on a release date, the Indemnifying Shareholders Purchaser and THC shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that instruct the Escrow Agent shall withhold the distribution of to release to THC the portion of the Escrow Shares otherwise distributable that were withheld on the basis of such claim and that are not required to Indemnifying Shareholders who have notbe used to satisfy such claim (provided that if there are then other indemnity claims pending against the Escrow Shares, according such Escrow Shares shall continue to written notice provided by the Purchaser be withheld to the Escrow Agent, prior extent required to secure satisfaction of such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, other indemnity claims and shall be delivered by released in the Purchaser same manner upon the resolution of such other indemnity claims, and provided further that, if the Second Closing Date does not occur prior to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender 9-month anniversary of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to First Closing Date, notwithstanding the Escrow Agent by resolution of any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Insteadindemnity claim, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of continue to hold the Second Closing Escrow Shares as until the Second Closing occurs or is equal terminated pursuant to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Section 5.3). Escrow Shares released to which each THC shall be allocated among the Selling Shareholders in such Indemnifying Shareholder is otherwise entitledmanner as THC may determine and the Purchaser shall have no liability therefor.

Release of Escrow Shares. (a) In The Escrow Agent is not the event that Purchaser electsstock transfer agent for the Parent Common Stock. Accordingly, pursuant if a distribution of a number of shares of Parent Common Stock less than all of the Escrow Shares is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates and related Stock Powers. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Stock to the provisions Person entitled to it when the Escrow Agent has delivered such certificates and Stock Powers to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares Parent Common Stock shall be distributed made to Parent or the Shareholders, as appropriate, at the addresses described in Section 10(b). Whenever a distribution is to be made to the Indemnifying Shareholders Shareholders, pro rata distributions shall be made to each of them based on the first anniversary of Percentage Interests in the Closing Date. Promptly Escrow Fund set forth in Exhibit B. Within five business days after the Termination Date, the Escrow Agent shall distribute (or cause the stock transfer agent for the Parent Common Stock to distribute) to each of the Indemnifying Shareholders all such Shareholder's pro-rata portion of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding escrow at their addresses and based on the percentage interests in the Escrow Fund set forth in Exhibit B; provided, however, that notwithstanding the foregoing, if an Indemnified Party if, prior to the Termination Date, any Indemnitee has previously given a Claim Notice containing a claim which has not then been resolved prior to the Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Stipulated Value equal to 100% of the Claimed Amount covered by any Claim Notice or Contested Amount, as the case may be, with respect to all claims which has have not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (a) In The Escrow Agent is not the event that Purchaser electsstock transfer agent for the Escrow Shares. Accordingly, pursuant if a distribution of a number of Escrow Shares less than all of the Escrow Shares held in the Stock Escrow Fund is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Escrow Shares to the provisions of Section 1.3(h) Person entitled to them when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Parent shall instruct such stock transfer agent to act in accordance with such instructions of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half Escrow Agent. Distributions of the Transferred Escrow Shares shall be distributed made to the Indemnifying Shareholders Target Stockholders at the addresses set forth for such stockholders on Exhibit A hereto. Whenever a distribution is to be made to the Target Stockholders, pro rata distributions shall be made to each of them based on the first anniversary of percentage interests in the Closing Date. Promptly Escrow Funds set forth on Exhibit A as then in effect. (b) Within five business days after the Stock Escrow Fund Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Escrow Shares to distribute to each of the Indemnifying Shareholders all Target Stockholders such Target Stockholder's pro rata portion of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding escrow based on the percentage interests in the Stock Escrow Funds set forth in Exhibit A as then in effect; provided, however, that notwithstanding the foregoing, if an Indemnified Party if, prior to the Stock Escrow Fund Termination Date, any Parent Indemnitee has previously given a Claim Notice containing a claim which has not then been resolved prior to the Stock Escrow Fund Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Stock Escrow Account after the Termination Date a number of Fund Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to 100% of the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.or

Release of Escrow Shares. (a) The Escrow Agent shall release the Escrow Shares only in accordance with the provisions of this Section 4. 4.1 In the event that Purchaser electsBuyer desires to seek an indemnification claim hereunder, pursuant Buyer shall provide the Escrow Agent with a Claim Notice or Expected Claim Notice signed by the Buyer. Such Claim Notice or Expected Claim Notice shall specify the number of Escrow Shares represented by the Claimed Amount, calculated as the Claimed Amount divided by $46.15 per share, and rounded to the provisions nearest whole number of Section 1.3(hEscrow Shares. Such Claim Notice or Expected Claim Notice shall be sent by the Buyer to the Escrow Agent and to the Representative simultaneously. 4.2 If the Escrow Agent receives a Claim Notice and within twenty (20) days after the receipt by the Escrow Agent of such Claim Notice either (a) does not receive a Response from the Representative, or (b) receives a Response from the Representative in which the Representative agrees that the Buyer is entitled to receive all of the Merger AgreementClaimed Amount, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustmentthen, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Datein either such case, the Escrow Agent shall distribute will release to the Indemnifying Shareholders all Buyer, on behalf of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoingCompany Stockholders, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares specified in such Claim Notice within three (including Transferred 3) Business Days after the expiration of such 20-day period. The Representative shall send a copy of any Response to the Buyer at the same time such Response is sent to the Escrow Agent. 4.3 If the Escrow Agent receives a Response that relates to a Claim Notice (other than a Response covered by Section 4.2 above) within twenty (20) days after the receipt by the Representative of such Claim Notice, the Escrow Agent will, in respect of such Claim Notice, release to the Buyer a number of Escrow Shares if necessary) having a Fair Market Value specified in such Response equal to the Agreed Amount (if any), calculated as specified in 4.1 above , within three (3) Business Days after the receipt of such Response; provided that, if the Response does not set forth the number of Escrow Shares equal to the Agreed Amount, within two (2) Business Days of receipt of the Response, the Buyer may provide such number of Escrow Shares, based upon the Agreed Amount divided $46.15, to the Escrow Agent (with a copy to the Representative) (the "Agreed Amount Share Notice")), in which case the Escrow Agent will release to the Buyer the number of Escrow Shares set forth in the Agreed Amount Share Notice within three (3) Business Days after the receipt of such Agreed Amount Share Notice. Acceptance by the Buyer of a partial payment of the Claimed Amount covered by shall be without prejudice to the Buyer's right to claim the balance of any Claimed Amount. 4.4 In case the Representative shall provide a Response with respect to any Claim Notice which has in accordance with Section 4.3 above, during the 30-day period following delivery of the Response, the Representative and Buyer shall use good faith efforts to resolve the Dispute. If, within thirty (30) days after receipt of a Response involving a Dispute, the Representative and the Buyer are unable to agree on a resolution of the matter, the parties shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Representative and the Buyer agree in writing to submit the Dispute to such arbitration, then the provisions of Section 6.3(e) of the Merger Agreement shall become effective with respect to such Dispute. The provisions of this Section 4.4 shall not then been resolved. Any funds so retained obligate the Representative and the Buyer to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in escrow the absence of an agreement by the Representative and the Buyer to arbitrate a Dispute, such Dispute shall be disbursed resolved in a state or federal court sitting in New York, New York, in accordance with Section 12.11 of the Merger Agreement. The Representative and the Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, final and unappealable judicial decision or otherwise), a written notice executed by both parties setting forth such resolution (which notice shall be consistent with the terms of the resolution of such claims. (bthe Dispute) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that and instructing the Escrow Agent to deliver to the Buyer the number of Escrow Shares (if any) set forth in such notice. 4.5 If the Closing Net Asset Value Adjustment (as defined in the Merger Agreement) is negative, as determined pursuant to the Merger Agreement, the Buyer and the Representative shall withhold the distribution of the portion of jointly notify the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to Agent within three (3) Business Days after any such distribution, surrendered their respective Certificates determination is made pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell make the disbursement of Escrow Shares in the amount set forth in such notice within three (3) Business Days following its receipt of such notice. If the Closing Net Asset Value Adjustment is positive as determined pursuant to the Merger Agreement, the Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent a stock certificate, in the name of the Escrow Agent or its nominee, for a number of shares of Common Stock that, when multiplied by $46.15 per share, will be equal to 12.5% of the Closing Net Asset Value Adjustment, such shares to be held in accordance with the terms of this Agreement; any such shares shall be considered "Escrow Shares" for purposes of this Agreement. The Buyer will deliver written notice to the Escrow Agent of such additional shares of Common Stock, and identify such shares as additional Escrow Shares. 4.6 Within three (3) Business Days after June 13, 2008 (such date, the "Termination Date"), the Escrow Agent shall release to the Exchange Agent for distribution to the Company Stockholders all remaining Escrow Shares then held by the Escrow Agent less the number of Escrow Shares, if any, that will equal all amounts that are either subject to any unresolved Claim Notices or Expected Claim Notices (including any amounts subject to litigation under the terms of this Agreement) or are due to be released or disbursed under a Claim Notice or an Expected Claim Notice or written notice of release. In the event that any Escrow Shares are not released to the Exchange Agent pursuant to the first sentence of this Section 4.6, then any such remaining Escrow Shares shall be released or disbursed only in accordance with Sections 4.1, 4.2 and 4.3 hereof. 4.7 The Escrow Agent shall, promptly after each release or disbursement of the Escrow Shares set forth in this Section 4, deliver to the Representative and the Buyer a notice setting forth the aggregate number of the Escrow Shares so released or disbursed to the Exchange Agent, for distribution to the Company Stockholders, or to the Buyer and the balance of the Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitleddate.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(hWithin five (5) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly business days after the Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Parent Common Stock to distribute to each of the Indemnifying Shareholders all Selling Members at such Selling Member's address set forth on Exhibit A such Selling Member's pro-rata portion of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding escrow (less any shares distributed to the foregoingDesignated Company Agent pursuant to Section 11 hereof) and based on the percentage interests in the Escrow Fund set forth in Exhibit A; provided, however, that if an Indemnified Party prior to the Termination Date, any Parent Indemnitee has previously given a Claim Notice containing a claim which has not then been resolved prior to the Termination Date in accordance with Section 43, the Escrow Agent shall retain retain, subject to release with respect to resolved claims as set forth in Section 3 and this Section 4(a) and subject to the provisions of Section 5(d), in the Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved. If Escrow Shares in the Escrow Account at the end of each three (3) month interval after the Termination Date have an aggregate Stipulated Value in excess of 100% of the then unresolved Claimed Amounts and Contested Amounts, a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal shall be released at such time from the Escrow Account to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds Selling Members pursuant to the first sentence of this Section 4(a) so retained in escrow shall be disbursed in accordance with that the terms of the resolution of such claims. (b) Any distribution of all or a portion Stipulated Value of the Escrow Shares to the Indemnifying Shareholders shall be made remaining in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution Account is not in excess of 100% of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.then unresolved Claimed Amounts and

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(haccordance with Sections 11.3(b) and 11.3(e) of the Merger Agreement, to waive on the Profit Shortfall Adjustment and date following the Profit Surplus Adjustment, one half later of (i) the date on which a final determination of the Transferred Final Adjustment Amount is made (as contemplated by the Merger Agreement) and (x) a distribution pursuant to Section 1.8(b) of this Escrow Agreement is made to Buyer or (y) Buyer delivers to the Exchange Agent, for distribution to the Stockholders, shares of Buyer Series A Preferred Stock pursuant to Section 3.4(d) of the Merger Agreement and (ii) the earlier of (x) the date on which no holder of capital stock of Company has any appraisal rights and any outstanding appraisal claims have been fully resolved and (y) the date on which executed transmittal letters with respect to all outstanding Capital Stock of the Company have been delivered to the Exchange Agent, and upon the receipt by the Escrow Agent of joint written instructions of the Parties, a number of Escrow Shares, if any, equal to (A) 272,727.27 (as adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock), reorganization, recapitalization, reclassification or similar change with respect to Buyer Common Stock or Buyer Series A Preferred Stock) less (B) any Escrow Shares distributed to Buyer pursuant to Sections 1.8(a), (b) and (c) shall be distributed to the Indemnifying Shareholders Representative for distribution to the Stockholders of the Company pro rata based on their Consideration Percentage (as contemplated by the Merger Agreement). (b) In accordance with Sections 11.3(c) and 11.3(e) of the Merger Agreement, on the first date that is the 24th-month anniversary of the Closing Date (the “Expiration Date. Promptly after the Termination Date, ”) and upon receipt by the Escrow Agent shall distribute to the Indemnifying Shareholders all of joint written instructions of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoingParties, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that then held by the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell less such number of Escrow Shares as is equal necessary to satisfy any unresolved claims for indemnification made by the Buyer Indemnified Parties prior to the aggregate Expiration Date (based on a value of $11.00 per Escrow Share (as adjusted pursuant to the fractional shares that would otherwise Merger Agreement)) shall be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale Representative for distribution to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share Stockholders of the Company pro rata based on their Consideration Percentage (as contemplated by the Merger Agreement). (c) In accordance with Section 11.3(d) and 11.3(e) of the Merger Agreement, once all claims for indemnification made by the Buyer Indemnified Parties shall have been resolved and, upon the fraction receipt by the Escrow Agent of an joint written instructions of the Parties, the appropriate amount, if any, of Escrow Shares are distributed to which each such Indemnifying Shareholder is otherwise entitledthe Buyer in order to satisfy all the unresolved claims referred to in Section 1.9(b) of this Escrow Agreement, then upon receipt by the Escrow Agreement of joint written instructions of the Parties, all Escrow Shares then held by the Escrow Agent shall be distributed to the Representative for distribution to the Stockholders of the Company pro rata based on their Consideration Percentage (as contemplated by the Merger Agreement).

Release of Escrow Shares. (a) In Upon the event that Purchaser electsexecution of this Agreement, pursuant Parent shall provide to the provisions of Section 1.3(h) Escrow Agent a schedule setting forth the allocation of the Merger Agreement, Escrow Shares then placed in escrow to waive the Profit Shortfall Adjustment and Company Securityholders whom then have an interest in such shares. In order to facilitate the Profit Surplus Adjustment, one half preparation of the Transferred stock certificates representing any Escrow Shares shall to be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly Company Securityholders as provided herein, within 10 days after the Termination Date, Parent shall prepare, and the Company Shareholders' Representatives shall confirm in writing, an updated schedule setting forth the allocation of the Escrow Shares then held in escrow (taking into account any increases or decreases in the Escrow Shares and any Company Securityholders who no longer have an interest in the Escrow Shares). Parent shall provide such updated allocation schedule to the Escrow Agent and to its transfer agent. Within 20 days after receipt by the Escrow Agent of the updated allocation schedule, the Escrow Agent shall distribute to deliver the Indemnifying Shareholders all certificates representing the shares of the Escrow Shares (including any remaining Transferred Shares) Parent Common Stock then held in escrowescrow to Parent's transfer agent. Parent shall promptly cause its transfer agent to prepare certificates in the amounts and in the names of the Company Securityholders reflected on the updated allocation schedule. Parent shall instruct the transfer agent to mail or otherwise deliver such certificates to the Company Securityholders to the addresses for such Company Securityholders that are then on file with the transfer agent. Notwithstanding the foregoing, if an Indemnified Party has previously given any Indemnitee shall have asserted a Claim Notice which claim for indemnification prior to the Termination Date and such claim has not then yet been resolved in accordance with Section 4resolved, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.or

Release of Escrow Shares. (a) In Parent is not the event that Purchaser electsstock transfer agent for the Parent Common Stock. Accordingly, pursuant to the provisions if a distribution of Section 1.3(h) a number of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half shares of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Parent Common Stock less than all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after applicable escrow is to be made, Parent must requisition the Termination Date appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates and related Stock Powers. For the purposes of this Agreement, Parent shall be deemed to have delivered Parent Common Stock to the Person entitled to it when Parent has delivered such certificates and Stock Powers to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Parent Common Stock shall be made to Parent or the Stockholders, as appropriate, at the addresses described in Section 9(b). Whenever a distribution is to be made to Stockholders, pro rata distributions shall be made to each applicable Stockholder based on the number of Escrow Shares held in the applicable escrow (including Transferred Shares if necessaryeither the 10% Escrow or the Form 8300 Escrow) having a Fair Market Value equal with respect to the Claimed Amount covered by any Claim Notice which has not then been resolvedapplicable Stockholder. Any funds so retained in escrow shall be disbursed in accordance with Within five business days after the terms termination date of the resolution of applicable escrow (either the 10% Escrow Termination Date or the Form 8033 Escrow Termination Date), Parent shall distribute or cause the stock transfer agent for the Parent Common Stock to distribute to each applicable Stockholder such claims. (b) Any distribution of all or a Stockholder's pro-rata portion of the Escrow Shares to in the Indemnifying Shareholders shall be made applicable escrow then held in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached heretoescrow; provided, however, that notwithstanding the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have notforegoing, according to written notice provided by the Purchaser to the Escrow Agentif, prior to such distributionthe applicable termination date, surrendered their respective Certificates pursuant any Indemnitee has given a Claim Notice containing a claim that has not been resolved prior to the terms and conditions applicable termination date in accordance with Section 3, Parent shall retain in the applicable escrow after the applicable termination date Escrow Shares having a Stipulated Value equal to 100% of the Merger Agreement. Any such withheld shares shall be delivered Claimed Amount or Contested Amount, as the case may be, with respect to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would all claims that have otherwise not then been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledresolved.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. a. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Stockholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrowescrow pursuant to written instructions received from the Indemnification Representatives. Notwithstanding the foregoing, if an Indemnified Party Person has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a the number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by set forth in any Claim Notice which has not then been resolvedresolved (or the Contested Amount should Section 4(e) be applicable to such claim). Any funds Escrow Shares so retained in escrow shall be disbursed distributed in accordance with the terms of the resolution of such claims. (b) b. Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders Stockholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B Attachment A attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders Stockholders who have not, according to written notice provided by the Purchaser Buyer to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement; and provided further that such Attachment A shall be appropriately revised in the event the Buyer deposits additional Escrow Shares with the Escrow Agent pursuant to the final sentence of Section 1.6(a) of the Merger Agreement following the date of this Agreement. Any such withheld shares shall be delivered to the Purchaser Buyer promptly after the Termination Date, and shall be delivered by the Purchaser Buyer to the Indemnifying Shareholders Stockholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders Stockholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B Attachment A (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders Stockholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.of

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders Company Shareholder on the first anniversary of the Closing Date. Promptly Except as otherwise set forth herein, promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Company Shareholder all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders Company Shareholder shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.Shares

Release of Escrow Shares. (a) In The Escrow Shares shall be held by the event that Purchaser elects, Escrow Agent until such Escrow Shares are required to be released pursuant to the either: (i) Section 2(c) of this Agreement; or (ii) when required under applicable provisions of Section 1.3(h) 4 of this Agreement. The Escrow Agent shall deliver to the Merger Significant Shareholders or to Parent (who is authorized to accept delivery of Escrow Shares on behalf of any Indemnified Person), as applicable hereunder, the requisite number of Escrow Shares to be released on such applicable date as is called for by this Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half . Such delivery of the Transferred Escrow Shares shall be distributed in the form of stock certificate(s) registered in the name of such Significant Shareholders or Parent, as applicable, in accordance with this Agreement. The Escrow Agent shall coordinate with Parent's transfer agent who shall cause such stock certificates to be registered in the appropriate names as determined by the Escrow Agent in accordance with this Agreement. Parent shall give the Escrow Agent prompt written notice of the name and address of any new transfer agent for Parent's Common Stock. Parent and the Representative undertake to deliver a prompt written notice to the Indemnifying Escrow Agent identifying the number of Escrow Shares to be released to each of the Significant Shareholders and/or Parent, as applicable, in accordance with this Agreement. Unless the Escrow Agent is instructed otherwise by Parent and the Representative, Escrow Shares released to the Significant Shareholders shall be released to them in proportion to their respective percentage interests in the Escrow Shares as set forth in EXHIBIT A hereto. The Escrow Agent shall use good faith efforts (with Parent's assistance) to have such stock certificates in its possession by delivery from Parent's transfer agent no later than two (2) business days prior to the day on which the first anniversary Escrow Agent is to deliver such certificates to the Significant Shareholders. Cash shall be paid in lieu of any fraction of an Escrow Share held by any Significant Shareholder (computed for each Significant Shareholder by aggregating all Escrow Shares held by such Significant Shareholder) in an amount equal to the applicable fraction of an Escrow Share multiplied by the Closing Price Per Share (as defined in Section 4(e) of this Agreement), such price per share to be adjusted to reflect any stock dividend, stock split, reverse stock split, combination of shares, reclassification, recapitalization or other similar event affecting Parent Common Stock (each a "CAPITAL CHANGE"), whether occurring at or after the Closing Date. Promptly after the Termination DateParent shall distribute, the Escrow Agent or Parent shall distribute to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing provide to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell distribute, cash in lieu of fractional Escrow Shares; provided, neither Parent nor Escrow Agent shall be obligated to disburse such number cash amount to any Significant Shareholder until such Significant Shareholder delivers an IRS Form W-9 (or Form W-8 in the case of Escrow Shares as is equal a foreign person) for tax reporting purposes, duly completed and executed by such Significant Shareholder. Parent shall be deemed to the aggregate of have purchased the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders otherfor which it has provided cash-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledin-lieu payments.

Release of Escrow Shares. The Escrow Shares and all related stock transfer powers shall be released by the Escrow Agent and Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the publication of Parent's audited financial results for the year ended December 31, 1999 (the "RELEASE DATE") LESS: (a) In any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the event that Purchaser electsparties hereto, pursuant to the provisions of Section 1.3(hand (b) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all any of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved subject to delivery to Parent in accordance with Section 4, 2.3(b) with respect to any then pending Contested Claims. Parent shall give written notice to the Indemnification Representative and the Escrow Agent shall retain in of the publication of Parent's audited financial results for the year ended December 31, 1999. Promptly, and no later than seven (7) of the Escrow Account Agent's business days ("BUSINESS DAYS") after the Termination Date Release Date, Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "RELEASE NOTICE") setting forth the number of Escrow Shares to be released by the Escrow Agent and Parent (the "RELEASED ESCROW") including Transferred the number of Escrow Shares if necessaryto be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "RETAINED ESCROW") having Parent and the Indemnification Representative shall make a Fair Market Value equal good faith effort to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages set forth opposite such holders' remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective names on Exhibit B attached hereto; providedinterests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, however, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. The Release Notice shall instruct the Escrow Agent to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Escrow Agent shall withhold not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. (a) In If at any time the event that Purchaser electsEscrow Agent receives a written statement purporting to be signed by a majority in interest of the Investors (an "Investor Delivery Statement") and stating: (i) that, pursuant in accordance with the Share Transfer Agreement, the Investors are entitled to a number/amount of Escrow Shares (and/or any amount of funds held in connection with the Escrow Shares); and (ii) the aggregate number/amount of Escrow Shares to which the Investors are entitled; then the Escrow Agent shall forthwith deliver a copy of the Investor Delivery Statement to the provisions of Section 1.3(h) Stockholders. If, within 15 days after delivery of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed Investor Delivery Statement to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination DateStockholders, the Escrow Agent shall distribute receives a written objection to the Indemnifying Shareholders Investor Delivery Statement purporting to be signed by Stockholders owning at least 50% of the Escrow Shares, then the provisions of section 4 shall apply. If the Escrow Agent does not receive such a written objection within that 15-day period, then the Escrow Agent shall promptly deliver the stock certificates representing the Escrow Shares and shall make arrangements for the Company to prepare stock certificates registered in the respective names of the Investors and the Stockholders, as applicable, in accordance with section 3, for the aggregate number of Escrow Shares specified in the Investor Delivery Statement and, after receipt from the Company, shall promptly (i) transfer to the Investors the number/amount of Escrow Shares, including, without limitation, the funds, specified in the Investor Delivery Statement and shall deliver to the Investors the certificates registered in the names of the Investors, as set forth above in this section 2(a) and (ii) transfer to the Stockholders the balance, if any, of such Escrow Shares, including, without limitation, any funds, and deliver to the Stockholders the certificates, if any, registered in the names of the Stockholders, as set forth above in this section 2(a). (b) If at any time the Escrow Agent receives a written statement purporting to be signed by Stockholders owning at least 50% of the Escrow Shares (a "Stockholder Delivery Statement") and stating that, in accordance with the Share Transfer Agreement (whether pursuant to section 1 or section 2 of the Share Transfer Agreement), the Stockholders are entitled to any or all of the Escrow Shares (including and any remaining Transferred Shares) then funds held in escrowconnection herewith), then the Escrow Agent shall forthwith deliver a copy of the Stockholder Delivery Statement to the Investors. Notwithstanding If, within 15 days after delivery of the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4Stockholder Delivery Statement to the Investors, the Escrow Agent receives a written objection to the Stockholder Delivery Statement purporting to be signed by the Threshold Investors, then the provisions of section 4 shall retain in apply. If the Escrow Account after the Termination Date Agent does not receive such a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not written objection within that 15-day period, then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of promptly transfer the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser and such funds to the Escrow Agent, prior Stockholders and deliver each stock certificate registered in the name of a Stockholder (and/or the funds) to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.such

Release of Escrow Shares. Section 2.7.2.1 Within five (a5) In Business Days following the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Expiration Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Escrow Participants, at their respective addresses and in proportion to their respective Pro Rata Shares set forth on the Closing Consideration Exhibit, any Escrow Shares deposited into the Escrow Account pursuant to this Section 2.7 less (i) the number of Escrow Shares offset prior to the Expiration Date pursuant to Section 10.2.2 hereof and (ii) a number of Escrow Shares which the Escrow Agent shall retain equal to the aggregate amount of indemnification claims made by Parent pursuant to Section 10.2 hereof which shall be outstanding and unresolved (the “Aggregate Outstanding Claims“), or, in the event that the Aggregate Outstanding Claims exceed the remaining number of Escrow Shares, all remaining Escrow Shares (such number of retained Escrow Shares, as well as any such number of retained Escrow Shares as such number may be further reduced after the Expiration Date by distributions to the Escrow Participants and offsets by Parent pursuant to Section 10.2.2 hereof, the “Retained Escrow Consideration”). For all purposes under this Agreement and the Escrow Agreement, the Escrow Shares shall be valued at the Closing Measurement Price. Section 2.7.2.2 In the event and to the extent that after the Expiration Date any outstanding indemnification claim made by a Parent Indemnitee pursuant to Section 10.2 hereof is resolved against such Parent Indemnitee (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been or is resolved in accordance with Section 4favor of a Parent Indemnitee but in a smaller amount than originally retained by Parent), the Escrow Agent shall deliver to the Escrow Participants, at their respective addresses and in proportion to their respective Pro Rata Shares set forth on the Closing Consideration Exhibit, an amount of the Retained Escrow Consideration corresponding to the amount of the outstanding indemnification claim resolved against such Parent Indemnitee (or, in the case where the indemnification claim is resolved in favor of a Parent Indemnitee but in a smaller amount than originally retained by Parent, the difference between the amount resolved in favor of such Parent Indemnitee and the amount originally retained), unless the remaining Aggregate Outstanding Claims would exceed the Retained Escrow Consideration after such distribution, in which case the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal in value to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms amount of the resolution of such claimsremaining Aggregate Outstanding Claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) As of the Merger AgreementExpiration Date, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Generally Reserved Escrow Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved Stockholders in accordance with Section 4, the Escrow Agent shall retain in Agreement; provided that, if, on such date, there exists any Indemnification Claim which was asserted by the Escrow Account after the Termination Date Indemnitee prior to such date, but which is not then finally resolved and discharged, a number of Generally Reserved Escrow Shares (including Transferred Shares if necessary) having a Fair Market an Escrow Value equal to the Claimed Amount covered reasonable estimate of the amount of Damages asserted by any such Indemnification Claim Notice which has not then been resolved. Any funds so retained shall remain in escrow shall be disbursed in accordance with the terms of the pending resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached heretothereof; provided, however, that if such Indemnification Claim arises by reason of a breach of the covenants set forth under Section 5.17, the Escrow Agent Shares remaining in Escrow shall withhold be drawn solely from the distribution Escrow Shares attributable to the Indemnitor(s) committing such breach. (b) As of the six (6) month anniversary of the Effective Time, the Indemnitees and the Indemnitor Representative shall review the status of any Tax Claim which is not then finally resolved and discharged. Upon the conclusion of said review, that portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the which remain reserved under Section 9.12(b)(i) having an Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions Value in excess of GenRad's reasonable estimate of the Merger Agreement. Any amount of Damages resulting from or arising out of such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares Tax Claims shall be distributed to Indemnifying Shareholders pursuant the Stockholders. As of the first year anniversary of the Effective Time, all of the Escrow Shares remaining reserved under 9.11(b)(i) to this satisfy Tax Claims shall be distributed to the Stockholders in accordance with the Escrow Agreement. Instead. (c) As of the eighteen (18) month anniversary of the Effective Time, the number of shares that each Indemnifying Shareholder shall receive Escrow Shares reserved under Section 9.12(b)(ii)-(v) to satisfy Specified Third Party Claims shall be rounded down distributed to the nearest whole number; and Stockholders in accordance with the Escrow Agent shall sell Agreement; provided that, if, on such date, there exists any such Specified Third Party Claim which was asserted by the Indemnitee prior to such date, but which is not then finally resolved and discharged, a number of Escrow Shares as is reserved under Section 9.12(b)(ii)-(v) to satisfy Specified Third Party Claims having an Escrow Value equal to the aggregate reasonable estimate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and amount of Damages asserted by such Specified Third Party Claim shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledremain in escrow pending resolution thereof.

Release of Escrow Shares. (aA) In the event that Purchaser electsSubject to Section 3(c), pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly within 10 days after the Termination Date, (i) the Escrow Agent shall deliver to the Purchaser the certificate or certificates representing the Escrow Shares, which certificate or certificates shall be cancelled by Purchaser, (ii) Purchaser shall deposit with the Escrow Agent a physical certificate or certificates registered in the name of Seller representing the number of Escrow Shares to which Seller is then entitled and (iii) the Escrow Agent shall distribute to the Indemnifying Shareholders Shareholders' Representative, on behalf of Seller, such certificate(s) representing all of the Escrow Shares then in the Escrow Account (including any remaining Transferred Sharesprovided that such certificates(s) then held have been provided by Purchaser to the Escrow Agent). The Shareholders' Representative shall hold such certificate(s) in escrowtrust for the benefit of Seller. Notwithstanding the foregoing, if an Indemnified Party has previously given any Indemnitee shall have asserted a Claim Notice which claim for indemnification prior to the Termination Date and such claim has not then yet been resolved in accordance with Section 4resolved, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to one hundred twenty-five percent (125%) of the Claimed Amount covered by any Claim Notice or Contested Amount (up to the number of Escrow Shares then available in the Escrow Account), as the case may be, which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with , upon the terms of the resolution of such claimsset forth in Section 2. (bB) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders Shareholders' Representative, on behalf of Seller, shall be made by mailing stock certificates to in the names of such holders at their respective addresses shown on Exhibit B to the address of the Shareholders' Representative provided in Section 9 (or such other address as may be provided in writing to the Escrow Agent and Purchaser by any such holderthe Shareholders' Representative). Upon receipt of the stock certificates, the Shareholders' Representative shall promptly mail such certificates to Seller at its address provided in Section 9 (or such other address as may be provided in writing to the Shareholders' Representative). (C) No fractional shares of any security comprising the Escrow Shares shall be distributed to Indemnifying Shareholders Seller pursuant to this Agreement. InsteadIn lieu of any fractional shares to which Seller would otherwise be entitled, the number of shares that each Indemnifying Shareholder shall receive Seller shall be paid in cash an amount equal to the dollar amount (rounded down to the nearest whole number; and cent) determined by multiplying the Escrow Agent shall sell Fair Market Value by the fraction of a share of Purchaser Common Stock or any such number of Escrow Shares as is equal to the aggregate of the fractional shares security that would otherwise be distributed deliverable to Seller hereunder, and within 10 days after the Termination Date, Purchaser shall deliver to the Indemnifying Shareholders and Shareholders' Representative cash in a sufficient amount to pay all fractional shares in accordance with this Section 4(c); PROVIDED, HOWEVER, if such amount is less than twenty five dollars ($25.00) in the aggregate, Seller shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise not be entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares such amount and Purchaser shall not be required to which each pay such Indemnifying Shareholder is otherwise entitledamount.

Release of Escrow Shares. (a) In At any time, and from time to time, prior to twelve (12) months after the event Effective Date (the "Termination Date"), LP may make claims, in the manner set forth in Section 6 hereof, for payment against the Escrow Shares if it (or any other Indemnified Person) has paid or incurred Damages and is entitled to indemnification under Article VIII of the Stock Purchase Agreement. The Shareholders' Agent, on behalf of each of the Shareholders, agrees that Purchaser elects, the Shareholders shall indemnify and hold harmless any Indemnified Person for such Damages pursuant to the provisions of Section 1.3(h) VIII of the Merger Stock Purchase Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half . Any of the Transferred Escrow Shares to be released pursuant to this Section 5(a) shall be distributed to valued in accordance with the Indemnifying Shareholders on the first anniversary terms of the Closing Date. Promptly this Agreement. (b) As soon as possible after the Termination Date, upon delivery of a notice executed jointly by both an LP Agent and the Shareholders' Agent to the Escrow Agent (which notice shall not be withheld unless pursuant to the matters provided for in Section 5(c) below), the Escrow Agent shall distribute deliver and/or submit for transfer, delivery and assignment to an Israeli trustee to be designated in writing by the Indemnifying Shareholders all Shareholders' Agent within thirty days of the date hereof (the "Israeli Trustee"), for the benefit of each of the Shareholders, such Shareholder's pro rata portion of the Escrow Shares not subject to outstanding Claim Notices (including any remaining Transferred Sharesas defined herein). (c) then held in escrow. Notwithstanding the foregoing, if on the Termination Date an Indemnified Party LP Agent has previously given a any Claim Notice which has Notices (as defined herein) that have not then been resolved in accordance with Section 46 below, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number an amount of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value (as defined in Section 7 hereof) equal to the aggregate Claimed Amount (as defined herein) covered by any all such Claim Notice which has Notices that have not then been resolved. Any funds so Escrow Shares retained in escrow pursuant to this Section 5(c) shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion any claims relating to any of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledretained hereunder.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. 5.1 Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Stockholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party Person has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claimsclaims in accordance with Section 4 of this Agreement. (b) 5.2 Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders Stockholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B ATTACHMENT A attached hereto; providedPROVIDED, howeverHOWEVER, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders Stockholders who have not, according to written notice provided by the Purchaser Buyer to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement; and PROVIDED FURTHER that such ATTACHMENT A shall be appropriately revised by written notice (which shall include a revised ATTACHMENT A attached thereto) of the Buyer to the Escrow Agent in the event the Buyer deposits additional Escrow Shares with the Escrow Agent pursuant to the final sentence of Section 1.6(a) of the Merger Agreement following the date of this Agreement. Any such withheld shares shall be delivered to the Purchaser Buyer promptly after the Termination Date, and shall be delivered by the Purchaser Buyer to the Indemnifying Shareholders Stockholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders Stockholders shall be made by mailing stock certificates (or mailing the stock certificate or certificates held by the Escrow Agent for the Escrow Shares with appropriate written instructions to the Buyer's transfer agent to reissue and mail stock certificates in the appropriate amounts) to such holders at their respective addresses shown on Exhibit B ATTACHMENT A (or such other address as may be provided in writing in accordance with the provisions of Section 12 hereof to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders Stockholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder Stockholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders Stockholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise Stockholders otherwise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder Stockholder is otherwise entitled.

Release of Escrow Shares. The Escrow Agent shall release the Escrow Shares as follows: (a) In If, at any time, InSite or Newco believes it is entitled to receive a full or partial distribution of the event that Purchaser electsEscrow Shares to satisfy the indemnity obligations of the Stockholders to InSite and Newco and their respective officers, pursuant to the provisions of directors, employees and agents under Section 1.3(h) 12 of the Merger Agreement, to waive InSite or Newco shall give the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half Escrow Agent written notice of the Transferred same (the "Claims Notice"), which Claims Notice shall specify the number of Escrow Shares to be distributed, determined in accordance with SECTION 4(b) hereof. Upon receipt of any Claims Notice, the Escrow Agent shall be distributed promptly forward a copy of such notice to the Indemnifying Shareholders on Stockholders. If the first anniversary Stockholders object to the distribution proposed in the Claims Notice, the Stockholders shall give written notice of such objection to the Escrow Agent within thirty (30) days following receipt of the Closing DateClaims Notice (the "Objection Notice"). Promptly after If the Termination DateEscrow Agent does not receive an Objection Notice within such thirty (30) day period, the Escrow Agent shall distribute to the Indemnifying Shareholders all of InSite the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoinghaving a value, if an Indemnified Party has previously given a Claim Notice which has not then been resolved as determined in accordance with Section 4SECTION 4(c) hereof, equal to the amount specified in the Claims Notice. If the Escrow Agent receives an Objection Notice within such thirty (30) day period, the Escrow Agent shall retain in continue to hold the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal pursuant to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of this Agreement, subject to the resolution Claims Notice until the Escrow Agent receives (i) a joint written instruction from the Stockholders and InSite, Newco regarding disposition of such claimsthe Escrow Shares subject to the Claims Notice and Objection Notice, or (ii) a certified copy of a final, non-appealable decision of a court of competent jurisdiction regarding disposition of the Escrow Shares subject to the Claims Notice and Objection Notice. Notwithstanding the foregoing sentence, the Escrow Agent may exercise its rights under SECTION 9 of this Agreement at any time in the event of a dispute between the parties regarding release of the Escrow Shares. Upon release of the Escrow Shares in good faith pursuant to this Agreement, the Escrow Agent shall be fully released and discharged from all obligations under this Agreement. (b) Any For purposes of distribution by the Escrow Agent of all or a any portion of the Escrow Shares pursuant to paragraph (a) of this SECTION 4, the number of Escrow Shares to be delivered shall be determined based on the "closing sales price" (as hereinafter defined) of InSite Common Stock for the 10 consecutive trading days immediately preceding the "date of distribution" (as hereinafter defined) of the Escrow Shares by the Escrow Agent. (i) For purposes hereof, "closing sales price" shall mean (a) the average of the closing sales price, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the principal national securities exchange on which InSite Common Stock is listed or admitted to trading for such 10 day period, or (b) if not listed or admitted to trading on any national securities exchange, the closing sales price as reported by The Nasdaq Stock Market, Inc., or, if such firm at the time is not engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business as selected by InSite's Board of Directors, for such 10 day period, or (c) if not listed or admitted to trading on any national securities exchange or reported by Nasdaq or any similar firm, the net book value of the Escrow Shares as determined by management of InSite as of the end of the most recent fiscal quarter immediately preceding the last day of such 10 day period. (ii) For purposes hereof, "date of distribution" shall be the date specified in the Claims Notice which shall be (a) the date as of the end of the thirty (30) day period commencing on the date of the Claims Notice, or (b) in the event of a dispute, the actual date of notification to the Indemnifying Shareholders Escrow Agent to release Escrow Shares which shall be made promptly after resolution of any disputes. (c) On the date which is one (1) year after the closing date of the transactions contemplated by the Merger Agreement (the "Escrow Termination Date"), the Escrow Agent shall deliver to the Stockholders the remaining Escrow Shares, unless the Escrow Agent shall have been notified in writing by InSite, Newco or the Stockholders that a Claims Notice is pending and has not been resolved as described in paragraph (b)(i) or (ii) of this SECTION 4. If the Escrow Agent has been advised that a Claims Notice is pending on the Escrow Termination Date and has not been resolved as aforesaid, the Escrow Agent shall deliver the remaining Escrow Shares to the parties in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution resolution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have notClaims Notice, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holderSECTION 4(b). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. On the 9-month anniversary of the First Closing, provided the Second Closing has occurred, THC and the Purchaser shall instruct the Escrow Agent to release the remaining Escrow Shares to THC. If the Second Closing Date does not occur prior to the 9- month anniversary of the First Closing Date, THC and the Purchaser shall instruct the Escrow Agent to continue to hold Escrow Shares having a value of $500,000 (athe “Second Closing Escrow Shares”) until the Second Closing occurs or is terminated pursuant to Section 5.3. In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) Second Closing occurs after the 9-month anniversary of the Merger Agreement, to waive the Profit Shortfall Adjustment First Closing and the Profit Surplus AdjustmentXxxxxxxxx Lease Assignment Condition has been satisfied, one half of the Transferred Second Closing Escrow Shares shall be distributed released to the Indemnifying Shareholders on Sellers. In the first anniversary event the Second Closing does not occur and is terminated pursuant to Section 5.3 or the Second Closing occurs but the Xxxxxxxxx Lease Assignment Condition has not been satisfied by such time, Sellers shall, without duplication of recovery pursuant to Section 4.1(b), be liable to Purchaser for liquidated damages in the Closing Dateamount of $500,000. Promptly after the Termination Date, the The number of Escrow Agent shall distribute Shares to be released to the Indemnifying Shareholders all Sellers on any date for the release of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent provided for above shall retain in the Escrow Account after the Termination Date be reduced by a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value an aggregate value equal to the Claimed Amount covered amount of any indemnity claim asserted by any Claim Notice which a Purchaser Indemnitee pursuant to this ARTICLE VI that has not then been resolvedresolved as of such release date. Any funds so retained Promptly, and in escrow shall be disbursed in accordance with the terms of any event not later than three (3) Business Days, following the resolution of such claims. (b) Any distribution of all or a portion of the any indemnity claim with respect to which Escrow Shares to are withheld on a release date, the Indemnifying Shareholders Purchaser and THC shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that instruct the Escrow Agent shall withhold the distribution of to release to THC the portion of the Escrow Shares otherwise distributable that were withheld on the basis of such claim and that are not required to Indemnifying Shareholders who have notbe used to satisfy such claim (provided that if there are then other indemnity claims pending against the Escrow Shares, according such Escrow Shares shall continue to written notice provided by the Purchaser be withheld to the Escrow Agent, prior extent required to secure satisfaction of such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, other indemnity claims and shall be delivered by released in the Purchaser same manner upon the resolution of such other indemnity claims, and provided further that, if the Second Closing Date does not occur prior to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender 9-month anniversary of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to First Closing Date, notwithstanding the Escrow Agent by resolution of any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Insteadindemnity claim, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of continue to hold the Second Closing Escrow Shares as until the Second Closing occurs or is equal terminated pursuant to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Section 5.3). Escrow Shares released to which each THC shall be allocated among the Selling Shareholders in such Indemnifying Shareholder is otherwise entitledmanner as THC may determine and the Purchaser shall have no liability therefor.

Release of Escrow Shares. (a) In the event that Purchaser elects, the Merger Agreement is terminated prior to the effective time of the Merger and Parent is required to pay the Parent Termination Fee pursuant to the provisions of Section 1.3(h) terms of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed Parent will forfeit to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Company all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding satisfaction of the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Parent Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed Fee in accordance with the terms of the resolution Securities Purchase Agreement and the Merger Agreement, and Parent and the Company shall promptly (and in any event within two Business Days) following the date of the event giving rise to the obligation to make such claimspayment deliver a joint written instruction to the Escrow Agent by the Cut-Off Time to deliver all of the Escrow Shares (and the Stock Certificate and Share Transfer Documents) held in the Escrow Account to the Company or its designee. In such case, the Company and Parent agree among each other to fulfill or comply with all of their respective obligations and covenants under the Securities Purchase Agreement and the Merger Agreement related to the forfeiture by Parent of the Escrow Shares to the Company, including (i) in the case of Parent, delivery of all such other documents and instruments to the Company as are necessary to transfer to the Company all of the Escrow Shares (including, if requested by the Company, a transfer of ownership form, duly executed in blank (with a medallion guarantee), in a form acceptable to the Company’s transfer agent, in respect of all of the Escrow Shares), free and clear of all Liens (as defined in the Securities Purchase Agreement), other than Liens imposed by applicable federal and state securities laws, and (ii) in the case of the Company, payment to Parent of an amount equal to the Cash Payment (as defined in the Securities Purchase Agreement). (b) Any In the event the Merger Agreement is terminated in accordance with its terms prior to the effective time of the Merger and the Parent Termination Fee is not payable, the Company will purchase from Parent, and Parent will sell to the Company, all of the Escrow Shares for a cash purchase price equal to the Purchase Price (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities Purchase Agreement and the Merger Agreement, and Parent and the Company shall promptly (and in any event within two Business Days) following the date of termination deliver a joint written instruction to the Escrow Agent by the Cut-Off Time to deliver all of the Escrow Shares (and the Stock Certificate and Share Transfer Documents) held in the Escrow Account to the Company or its designee. In such case, the Company and Parent agree among each other to fulfill or comply with all of their respective obligations and covenants under the Securities Purchase Agreement and the Merger Agreement related to the purchase and sale of the Escrow Shares, including (i) in the case of Parent, delivery of all such other documents and instruments as are necessary to transfer to the Company all of the Escrow Shares (including, if requested by the Company, a transfer of ownership form, duly executed in blank (with a medallion guarantee), in a form acceptable to the Company’s transfer agent, in respect of all of the Escrow Shares), free and clear of all Liens, other than Liens imposed by applicable federal and state securities laws, and (ii) in the case of the Company, payment to Parent of an amount equal to the Purchase Price. (c) If the Merger is consummated, in accordance with the terms of the Merger Agreement, Parent and the Company will deliver a joint written instruction on a given Business Day to the Escrow Agent by the Cut-Off Time to deliver all of the Escrow Shares (and the Stock Certificate and Share Transfer Documents) held in the Escrow Account to Parent, and the Escrow Shares, like all other shares of common stock owned, directly or indirectly, by Parent or Merger Sub immediately prior to the effective time of the Merger, shall be cancelled and shall cease to exist, without any conversion thereof and no payment or distribution shall be made with respect thereto pursuant to Section 3.02 of the Merger Agreement. (d) Notwithstanding anything to the contrary in this Agreement, the Escrow Agent shall dispose of all or a portion of the Escrow Shares to (and the Indemnifying Shareholders shall be made Stock Certificate and Share Transfer Documents) held in the Escrow Account in accordance with a joint written instruction signed by Parent and the percentages set forth opposite Company, whether such holders' respective names on Exhibit B attached hereto; provideddisposition is pursuant to the terms of this Escrow Agreement or otherwise. (e) Notwithstanding anything to the contrary in this Agreement, however, that the Escrow Agent shall withhold the distribution of the promptly release all or any portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by (and the Purchaser to Stock Certificate and Share Transfer Documents) held in the Escrow AgentAccount, prior at any time or from time to such distributiontime, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B in accordance with an Order (or such other address as may be provided in writing defined below) that is presented to the Escrow Agent by any such holder)Parent or the Company. No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the The Escrow Agent shall sell promptly upon receipt of any such number of Order comply with such Order. The Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise Agent shall be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon act on any such Order without further inquiry, question, or consent. As used in this Agreement, the fraction term “Order” means any final and non- appealable order, judgment, or decree of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledany court of competent jurisdiction.

Release of Escrow Shares. The Escrow Shares and all related stock transfer powers shall be released by the Escrow Agent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the earliest of (i) publication of Parent's audited financial results for the year ended December 31, 2000 or (ii) expiration of the survival period for representations and warranties as set forth in Article IX and XI of the Merger Agreement (the "RELEASE DATE") LESS: (a) In any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the event that Purchaser electsparties hereto, pursuant to the provisions of Section 1.3(hand (b) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all any of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved subject to delivery to Parent in accordance with Section 4, 2.3(b) with respect to any then pending Contested Claims. Parent shall give written notice to the Indemnification Representative and the Escrow Agent of the publication of Parent's audited financial results for the year ended December 31, 2000, if the Release Date shall retain in not already have transpired. Promptly, and no later than seven (7) of the Escrow Account Agent's business days ("BUSINESS DAYS") after the Termination Date Release Date, Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "RELEASE NOTICE") setting forth the number of Escrow Shares to be released by the Escrow Agent (the "RELEASED ESCROW") including Transferred the number of Escrow Shares if necessary) having to be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "RETAINED ESCROW"). Parent and the Indemnification Representative shall make a Fair Market Value equal good faith effort to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards, if any. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares as set forth opposite such holders' respective names on Exhibit B attached hereto; providedEXHIBIT 1.1. In lieu of releasing any fractional Escrow Shares, however, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. The Release Notice shall instruct the Escrow Agent to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Escrow Agent shall withhold not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative (which Parent and Indemnification Representative agree to do promptly and in good faith) or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. (ai) In The certificates representing the event that Purchaser elects, Escrow Shares shall be retained in the Escrow Account until released pursuant to the provisions of Section 1.3(h2.6(b) of the Merger Agreement. During the period in which the Escrow Shares are retained in the Escrow Account, they will be held for the benefit of the Stockholders, and such Stockholders shall be entitled to waive vote the Profit Shortfall Adjustment Escrow Shares and to receive the economic benefit of any dividends paid with respect to the Escrow Shares until it has been determined conclusively that Acquiror is entitled to retain the Escrow Shares in respect of indemnification claims pursuant to Section 10 of the Merger Agreement. In all cases where Escrow Shares are to be released to the Stockholders, Acquiror and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed Representative will deliver a joint written notice to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to identifying the Indemnifying Shareholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to be released and the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite Pro Rata Share of such holders' respective names on Exhibit B attached hereto; provided, however, that portion of the Escrow Shares to be released with respect to each Stockholder, if any, as soon as practicable after the applicable release condition has been met. The Escrow Agent shall withhold will not release any Escrow Shares to any Stockholder until it has received the distribution of joint written instruction from Acquiror and the Representative identifying the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have notbe released and the Pro Rata Share of such portion to be released with respect to each Stockholder, according if any. (ii) In all cases where Escrow Shares are to written notice provided by the Purchaser be released to the Escrow Agent, prior to such distribution, surrendered their respective Certificates Stockholders pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination DateSection 2(e)(i), and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to deliver the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which the Acquiror’s transfer agent, who shall forthwith distribute to the Stockholders, at their respective addresses, as set forth on Appendix II hereto, the Escrow Shares in proportion to each such Indemnifying Shareholder is otherwise entitledStockholder’s Pro Rata Share of the Escrow Shares set forth, as set forth on Appendix II hereto.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant At any time prior to the provisions of Section 1.3(hone (1) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of year after the Closing Date. Promptly after , if SoftLock shall be of the Termination Date, the Escrow Agent shall distribute opinion that it is entitled to the Indemnifying Shareholders make a claim to all or any part of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Purchase Agreement. Any such withheld shares , it shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing deliver to the Escrow Agent a demand in writing to deliver Escrow Shares (a "Demand for Delivery"), together with a concise written explanation of the ground or grounds for such Demand for Delivery as well as the amount in controversy with respect to such claim (the "Amount in Controversy"), such demand to be made in good faith. Upon receipt of the Demand for Delivery, the Escrow Agent shall reasonably promptly submit the certificates evidencing the Escrow Shares to SoftLock's transfer agent and request that the transfer agent cancel such certificates and issue in lieu thereof certificates in such denominations as the Escrow Agent shall request. After receipt by any the Escrow Agent from SoftLock's transfer agent of such holdernew certificates evidencing the Escrow Shares in the requested denominations, the Escrow Agent shall set aside a number of Escrow Shares that are equal in value to the Amount in Controversy (such Escrow Shares being referred to herein as the "Set Aside Shares"). No fractional The Escrow Agent shall, reasonably promptly after receipt of the Demand for Delivery, notify Seller that it has received a Demand for Delivery and it shall deliver a copy of the Demand for Delivery to Seller. If Seller is of the opinion that SoftLock is not entitled to such Set Aside Shares under the terms and provisions of the Purchase Agreement, Seller shall deliver to the Escrow Agent, within twenty (20) days of receipt of the Demand for Delivery from the Escrow Agent, a written objection to delivery (the "Objection to Delivery") together with a concise written explanation of the ground or grounds for such Objection to Delivery, such objection to be made in good faith. If Escrow Agent receives an Objection to Delivery within the time prescribed herein, Escrow Agent shall continue to hold the Set Aside Shares until delivery pursuant to Section 2.3(b). The Escrow Agent shall reasonably promptly deliver a copy of any Objection to Delivery so received to SoftLock. If the Escrow Agent does not receive an Objection to Delivery from Seller within ten (10) days of delivery of the Demand for Delivery, the Escrow Agent shall promptly thereafter deliver the Set Aside Shares to SoftLock and thereupon the Escrow Agent shall be relieved of all obligations and released from all liability with respect to such transactions. Nothing herein contained shall prevent SoftLock from making more than one claim and/or Demand for Delivery within the period of time permitted therefore under the Purchase Agreement. The Escrow Agent shall release to Seller all or such part of the Escrow Shares as to which no Demand for Delivery shall have been made within one (1) year after the Closing Date, reasonably promptly thereafter, and thereupon the Escrow Agent shall be relieved of all obligations and released from all liability with respect to such transactions. (b) If the Escrow Agent shall receive an Objection to Delivery in the manner and within the prescribed time provided in Section 2.3(a), then the Escrow Agent shall continue to hold the Set Aside Shares set forth therein in escrow under the terms and conditions hereof, until the earlier of: (i) receipt by the Escrow Agent of a statement signed by all parties hereto, directing the Escrow Agent to deliver such Set Aside Shares and instructing the Escrow Agent how and to whom delivery should be made, in which event the Escrow Agent shall deliver such Set Aside Shares in the manner and to the person or party instructed by such parties, (ii) receipt by the Escrow Agent of a final judgment, order or decree from a court of competent jurisdiction instructing the Escrow Agent as to the manner and to whom such Set Aside Shares should be delivered, and the lapse of any time for the taking of an appeal or petition to a higher court for a writ of certiorari therefrom, in which event the Escrow Agent shall deliver such Set Aside Shares in the manner and to the person or party required by such final judgment, order or decree, or (iii) the filing by the Escrow Agent of an action for interpleader in a court of competent jurisdiction pursuant to applicable Delaware law or any interpleader provision of any other state, and tender into such court of such Set Aside Shares by the Escrow Agent. Upon disposition of the Set Aside Shares by the Escrow Agent pursuant to clause (i), clause (ii), or clause (iii) of the preceding sentence, the Escrow Agent shall be relieved and released of all liability and obligation with respect to such Set Aside Shares. (c) Notwithstanding the foregoing, in lieu of the Escrow Agent's delivery of the Set Aside Shares, Seller shall have the right to pay the Escrow Agent the Amount in Controversy in immediately available funds. Upon payment of the Amount in Controversy to the Escrow Agent, the Escrow Agent shall release the Set Aside Shares. The Escrow Agent shall hold all remaining Escrow Shares (the "Balance Escrow Shares") in accordance with the terms of the this Agreement as security pending the final determination of all such claims, Actions or Proceedings, and the Balance Escrow Shares shall be distributed cancelled in satisfaction of any amounts to Indemnifying Shareholders pursuant to this Agreement. Insteadwhich SoftLock becomes entitled in respect of any such claim; provided, the number of shares however, that each Indemnifying Shareholder shall receive Seller shall be rounded down entitled to pay the nearest whole number; Escrow Agent such amounts in excess of the Amount in Controversy in immediately available funds and upon such payment the Escrow Agent shall sell such number of Escrow Shares as is equal to release the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Balance Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledSeller.

Release of Escrow Shares. (a) In The Escrow Agent is not the event that Purchaser electsstock transfer agent for the Escrow Shares. Accordingly, pursuant if a distribution of a number of Escrow Shares less than all of the Escrow Shares held in the Stock Escrow Fund is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Escrow Shares to the provisions of Section 1.3(h) Person entitled to them when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Parent shall instruct such stock transfer agent to act in accordance with such instructions of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half Escrow Agent. Distributions of the Transferred Escrow Shares shall be distributed made to the Indemnifying Shareholders Target Stockholders at the addresses set forth for such stockholders on Exhibit A hereto. Whenever a distribution is to be made to the Target Stockholders, pro rata distributions shall be made to each of them based on the first anniversary of percentage interests in the Closing Date. Promptly Escrow Funds set forth on Exhibit A as then in effect. (b) Within five business days after the Stock Escrow Fund Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Escrow Shares to distribute to each of the Indemnifying Shareholders all Target Stockholders such Target Stockholder's pro rata portion of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding escrow based on the percentage interests in the Stock Escrow Funds set forth in Exhibit A as then in effect; provided, however, that notwithstanding the foregoing, if an Indemnified Party if, prior to the Stock Escrow Fund Termination Date, any Parent Indemnitee has previously given a Claim Notice containing a claim which has not then been resolved prior to the Stock Escrow Fund Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Stock Escrow Account after the Termination Date a number of Fund Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to 100% of the Claimed Amount covered by any Claim Notice or Contested Amount, as the case may be, with respect to all claims which has have not then been resolved until such claims are resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (bc) Any distribution Within five business days after the Early Release Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Escrow Shares to distribute to each of all or a the Target Stockholders such Target Stockholder's pro rata portion of the Escrow Shares to be released from the Indemnifying Shareholders shall Stock Escrow Fund as of the Early Release Date as determined pursuant to Section 3(i) above, such pro rata portion to be made based on the percentage interests in accordance with the percentages Stock Escrow Funds set forth opposite such holders' respective names on in Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address A as may be provided then in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledeffect.

Release of Escrow Shares. (a) In The Escrow Agent is not the event that Purchaser electsstock transfer agent for the Parent Common Stock. Accordingly, pursuant if a distribution of a number of shares of Parent Common Stock less than all of the Escrow Shares is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Common Stock to the provisions Person entitled to it when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares Parent Common Stock shall be distributed made to Parent or the Shareholders, as appropriate, at the addresses described in Section 11(b). Whenever a distribution is to be made to the Indemnifying Shareholders Shareholders, pro rata distributions shall be made to each of them based on the first anniversary of percentage interests in the Closing DateEscrow Fund set forth in Exhibit A as then in effect. Promptly Within five business days after the Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Parent Common Stock to distribute to each of the Indemnifying Shareholders all such Shareholder's pro-rata portion of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding escrow based on the percentage interests in the Escrow Fund set forth in Exhibit A as then in effect; provided, however, that notwithstanding the foregoing, if an Indemnified Party if, prior to the Termination Date, any Indemnitee has previously given a Claim Notice containing a claim which has not then been resolved prior to the Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Stipulated Value equal to 100% of the Claimed Amount covered by any Claim Notice or Contested Amount, as the case may be, with respect to all claims which has have not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. a. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders Stockholders all of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party Person has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) b. Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders Stockholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B Attachment A attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders Stockholders who have not, according to written notice provided by the Purchaser Buyer to the Escrow Agent, prior to such distribution, surrendered their respective Certificates certificates representing shares of Company Common Stock (the "Certificates") pursuant to the terms and conditions of the Merger Agreement; and provided further that such Attachment A shall be appropriately revised in the event the Buyer deposits additional Escrow Shares with the Escrow Agent pursuant to the final sentence of Section 1.6(a) of the Merger Agreement following the date of this Agreement. Any such withheld shares shall be delivered to the Purchaser Buyer promptly after the Termination Date, and shall be delivered by the Purchaser Buyer to the Indemnifying Shareholders Stockholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders Stockholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B Attachment A (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders Stockholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder Stockholder shall receive shall be rounded up or down to the nearest whole number; and number (provided that the Securityholder Agents shall have the authority to effect such rounding in such a manner that the total number of whole Escrow Agent shall sell such Shares to be distributed equals the number of Escrow Shares as is equal to then held in the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledAccount).

Release of Escrow Shares. (a) In The escrow established by this Agreement shall terminate on the event Termination Date; provided, however, that Purchaser electsthis Agreement shall continue in effect until the resolution of the post-closing purchase price adjustments pursuant to Section 3.3 of the Merger Agreement and the resolution of all outstanding Claims as to which the Escrow Agent has properly received a Certificate of Instruction in accordance with Section 8(c) hereof on or prior to the Termination Date (the "Unresolved Claims"), and the escrow established hereby shall continue with respect to Unresolved Claims until the Unresolved Claims have been resolved in accordance herewith; provided, further, that this Agreement, and the escrow established hereby, shall continue in effect until a Triggering Event has occurred to the extent that any shares of Parent Common Stock to be received upon the conversion of any shares of Series A Preferred Stock or Series B Preferred Stock then held in the Escrow Account are due and payable by any Stockholder to Parent upon such conversion as the result of Claims previously resolved. On the termination of this Escrow, each Stockholder shall be entitled to receive (i) any dividends or other distributions received and not previously distributed pursuant to Section 5, (ii) a certificate or certificates evidencing the remaining number of each Stockholder's Escrow Shares, if any, less that number of Escrow Shares as shall represent (at the Parent Common Share Price) any amounts designated in Certificates of Instruction received by the Escrow Agent prior to the Termination Date that have not been canceled in accordance with paragraph Sections 8(c)(iv), 8(c)(v) or 8(c)(vi), and (iii) each Stockholder's remaining executed stock transfer powers, if any; provided, however, that if any shares of Common Stock are then owed to Parent as the result of a previously resolved Claim but not released to Parent pursuant to the provisions of Section 1.3(h8(h), the Escrow Agent shall continue to hold that number of shares of Series A Preferred Stock or Series B Preferred Stock that upon conversion will yield that number of shares of Parent Common Stock which are payable but not yet paid to Parent. At such time on or following the Termination Date as all Certificates of Instruction received by the Escrow Agent prior to the Termination Date have been canceled in accordance with Sections 8(c)(iv), 8(c)(v) or 8(c)(vi), the Escrow Agent shall promptly deliver to each Stockholder the certificate or certificates evidencing each Stockholder's remaining Escrow Shares, if any, and this Agreement (other than Sections 3, 10, 11 and 12) shall automatically terminate. (b) Notwithstanding anything to the contrary in Section 9(a) of this Agreement, if at any time the Merger AgreementAgreement terminates pursuant to the provisions of Article X thereof, to waive the Profit Shortfall Adjustment this Agreement shall immediately terminate (other than Sections 3, 10, 11 and 12). Parent and the Profit Surplus Adjustment, one half Representative shall give Escrow Agent notification of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly such termination. (c) At any time after the Termination Date, Parent and the Representative shall deliver with each Resolution Certificate, Litigation Certificate or notice of a Triggering Event, a certificate (a "Termination Certificate") substantially in the form of Annex VIII attached hereto, which Termination Certificate shall (i) instruct the Escrow Agent shall distribute to deliver a number of Escrow Shares to the Indemnifying Shareholders all Stockholders pursuant to the terms hereof and (ii) instruct the Escrow Agent as to each Stockholder's pro rata portion of the Escrow Shares (including any remaining Transferred Sharesdetermined as provided in Section 8(e) then held in escrowhereof) to be delivered pursuant to subsection (i) immediately above. Notwithstanding the foregoing, if an Indemnified Party has previously given Upon receipt of a Claim Notice which has not then been resolved in accordance with Section 4Termination Notice, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of deliver the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreementas specified therein. Any such withheld shares shall be delivered to the Purchaser promptly after After the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal have no obligation to make distributions other than pursuant to the aggregate instructions set forth in a Termination Notice delivered together with a Resolution Certificate, Litigation Certificate or notice of a Triggering Event. The escrow established by this agreement shall terminate when the fractional shares that would otherwise be entire Escrow Account has been distributed to either the Indemnifying Shareholders and shall distribute the proceeds of such sale Stockholders or to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledParent.

Release of Escrow Shares. (ai) Notwithstanding any section of this Agreement, the provisions set forth in this Section 2.2 shall apply with respect to the release of the Escrow Shares as well as to the issuance of Contingent Shares pursuant to the Asset Purchase Agreement. If there are existing on any date on which Escrow Shares are to be released to the Shareholders hereunder (a "Release Date"), any Indemnifiable Amounts (as defined herein) due and owing to Purchaser and/or its affiliates, the Escrow Agent shall upon five (5) days' prior notice from the Purchaser, cause that number of Escrow Shares with a fair market value equal to the closing bid price of the Common Stock of Purchaser as reported by the Nasdaq NMS or any similar exchange on the date such written notice is provided to the Escrow Agent (the "Share Value") sufficient to fully cover such Indemnifiable Amounts (the "Excluded Shares") to be deducted from the amount of Escrow Shares otherwise transferrable to the Shareholders on such Release Date and instead transfer such Excluded Shares to Purchaser to be cancelled, and all right, title, and interest of the Shareholders in and to such Excluded Shares shall immediately terminate. In the event that the Indemnifiable Amount is greater than the Share Value of the Excluded Shares, all excess and unsatisfied Indemnifiable Amount shall be applied against any shares of Common Stock to be released on any future Release Date or contingency date, if any, in accordance with the terms of this Agreement and the Asset Purchase Agreement. Purchaser electsshall use its best efforts to notify Seller of any anticipated Indemnifiable Amounts known to Purchaser at least ten (10) days prior to the relevant Release Date; however, Purchaser's right to the Indemnifiable Amounts shall not be invalidated by failure to so notify Seller. (ii) If, on a Release Date, (a) there are Escrow Shares remaining in escrow, (b) there are Damages suffered or to be suffered by Purchaser and/or its affiliates and (c) such Damages may be equal to or greater than the aggregate Share Value of the then existing Escrow Shares, then such Escrow Shares shall not be released until a determination is made as to whether such Damages are Indemnifiable Amounts. Upon such determination, the Escrow Agent shall release the Escrow Shares that were to be released on such date to the parties in accordance with such determination, pursuant to subsections (iii), (iv), (v) and (vi) hereof. In the provisions event that the amount of Section 1.3(h) Damages determined to be an Indemnifiable Amount is greater than the Share Value of the Merger Agreementtotal number of shares of Common Stock otherwise transferrable on such Release Date, all excess and unsatisfied Indemnifiable Amount shall be applied against any shares of Common Stock to waive be released on any future Release Dates or contingency dates, if any, in accordance with the Profit Shortfall Adjustment terms of this Agreement and the Profit Surplus AdjustmentAsset Purchase Agreement; (iii) If, one half following such Release Date, any Damages are determined not to be Indemnifiable Amounts, the Escrow Agent shall release all Escrow Shares transferrable on such Release Date to the Shareholders as soon as possible after such determination is made; (iv) If, following such Release Date, any Damages are determined to be Indemnifiable Amounts, the Escrow Agent shall cause the requisite number of Excluded Shares to be deducted from the amount of Escrow Shares otherwise transferrable to the Shareholders and instead transfer such Excluded Shares to Purchaser to be cancelled, and all right, title, and interest of the Transferred Shareholders in and to such Excluded Shares shall immediately terminate. The remaining Escrow Shares to be distributed released on such Release Date, if any, as so reduced by the number of the Excluded Shares, shall then be released to the Indemnifying Shareholders on as soon as possible after such determination is made; and (v) If, following such Release Date, there are Damages that have not been determined in good faith to be Indemnifiable Amounts and such Damages claimed to be suffered by Purchaser and/or its affiliates are less than the first anniversary aggregate Share Value of the Closing Date. Promptly after the Termination Escrow Shares to be released on such Release Date, the Escrow Agent shall distribute release the Escrow Shares reduced by such number of shares with an aggregate Share Value sufficient to cover the claimed Damages, to the Indemnifying Shareholders all Shareholders. (vi) Unless otherwise directed, the use of Escrow Shares for indemnification hereunder shall be in proportion to the respective interests therein among the registered holders of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved in accordance with Section 4, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages as set forth opposite such holders' respective names on Exhibit B attached in Schedule A hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.----------

Release of Escrow Shares. The Escrow Shares and all related stock transfer powers shall be released by the Escrow Agent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the earliest of (i) publication of Parent's audited financial results for the year ended December 31, 2000 or (ii) expiration of the survival period for representations and warranties as set forth in Article IX and XI of the Merger Agreement (the "RELEASE DATE") LESS: (a) In any Escrow Shares delivered to or deliverable to Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the event that Purchaser electsparties hereto, pursuant to the provisions of Section 1.3(hand (b) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly after the Termination Date, the Escrow Agent shall distribute to the Indemnifying Shareholders all any of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoing, if an Indemnified Party has previously given a Claim Notice which has not then been resolved subject to delivery to Parent in accordance with Section 4, 2.3(b) with respect to any then pending Contested Claims. Parent shall give written notice to the Indemnification Representative and the Escrow Agent of the publication of Parent's audited financial results for the year ended December 31, 2000, if the Release Date shall retain in not already have transpired. Promptly, and no later than seven (7) of the Escrow Account Agent's business days ("BUSINESS DAYS") after the Termination Date Release Date, Parent and the Indemnification Representative shall deliver to the Escrow Agent a written notice (a "RELEASE NOTICE") setting forth the number of Escrow Shares to be released by the Escrow Agent (the "RELEASED ESCROW") including Transferred the number of Escrow Shares if necessary) having to be released to each Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "RETAINED ESCROW"). Parent and the Indemnification Representative shall make a Fair Market Value equal good faith effort to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or agree on a reasonable portion of the Escrow Shares to the Indemnifying Shareholders shall be retain for pending Contested Claims and Prevailing Party Awards, if any. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the percentages remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares as set forth opposite such holders' respective names on Exhibit B attached hereto; providedforth 1. In lieu of releasing any fractional Escrow Shares, however, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. The Release Notice shall instruct the Escrow Agent to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Escrow Agent shall withhold not be required to take such action until the Escrow Agent has received the Release Notice executed by Parent and the Indemnification Representative (which Parent and Indemnification Representative agree to do promptly and in good faith) or, in the event Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledShares.

Release of Escrow Shares. (a) In the event that Purchaser elects, pursuant to the provisions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares shall be distributed to the Indemnifying Shareholders on the first anniversary of the Closing Date. Promptly 4.1 Within five business days after the Initial Termination Date, the Escrow Agent shall shall, upon receipt of written notice from the Shareholders' Representative, distribute or cause to the Indemnifying Shareholders all be distributed to each of the Escrow Merger Shareholders at such Merger Shareholder's address set forth on Schedule A such Merger Shareholder's pro-rata portion of the Deposited Shares (including any remaining Transferred Shares) or other property held in the Escrow Account), if any, then held in escrow. Notwithstanding escrow based on the foregoingpercentage interests set forth on Schedule A and shall distribute or cause to be distributed to Wesinger all Wesinxxx Xxxxow Shxxxx, xx any, then held in escrow in excess of 250,000 shares; provided, however, that if an Indemnified Party prior to the Initial Termination Date, any Indemnitee has previously given a Claim Notice which containing a claim that has not then been resolved prior to the Initial Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Escrow Account after the Initial Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal to Date. Within five business days after the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of Extended Termination Date, the Escrow Shares Agent shall, upon receipt of written notice from the Shareholders' Representative, distribute or cause to the Indemnifying Shareholders shall be made distributed to Wesinger all Wesinxxx Xxxxow Shxxxx, xx any, then held in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached heretoescrow; provided, however, that if prior to the Extended Termination Date any Indemnitee has given a claim Notice containing an Extended Period Claim that has not been resolved prior to the Extended Termination Date in accordance with Section 3, the Escrow Agent shall withhold retain in the distribution Escrow Account after the Extended Termination Date Escrow Shares collectively having a Stipulated Value equal to 120% of the portion Claimed Amount or Contested Amount, as the case may be, with respect to all claims that have not then been resolved. (The parties acknowledge that it is appropriate to retain more than 100% of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to Claimed Amount in the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions Account in recognition of the Merger Agreement. Any such withheld shares shall be delivered to fact that the Purchaser promptly after Indemnitee may have underestimated the Termination Date, aggregate amount of the actual and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender potential Damages arising from a particular breach or other matter.) 4.2 Distributions of their respective Certificates. Distributions to the Indemnifying Shareholders GraphOn Common Stock shall be made by mailing stock certificates to such holders GraphOn or the Merger Shareholders, as appropriate, at the addresses set forth on Schedule A. Whenever a distribution is to be made to the Merger Shareholders, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Fund and at their respective addresses shown set forth on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.Schedule A.

Release of Escrow Shares. (a) In The Escrow Agent is not the event that Purchaser electsstock transfer agent for the Parent Capital Stock. Accordingly, pursuant if a distribution of a number of shares of Parent Capital Stock less than all of the Escrow Shares is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates. For the purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Parent Capital Stock to the provisions Person entitled to it when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Section 1.3(h) of the Merger Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half of the Transferred Shares Parent Capital Stock shall be distributed made to Parent or the Stockholders, as appropriate, at the addresses described in Section 11(b). Whenever a distribution is to be made to the Indemnifying Shareholders Stockholders, pro rata distributions shall be made to each of them based on the first anniversary of percentage interests in the Closing DateEscrow Fund set forth in EXHIBIT B as then in effect. Promptly Within five business days after the Termination Date, the Escrow Agent shall distribute or cause the stock transfer agent for the Parent Capital Stock to distribute to the Indemnifying Shareholders all Stockholders' Agents the number of Escrow Shares calculated in accordance with Section 10 and to each of the Stockholders such Stockholder's pro-rata portion of the balance of the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding escrow based on the percentage interests in the Escrow Fund set forth in EXHIBIT B as then in effect; provided, however, that notwithstanding the foregoing, if an Indemnified Party if, prior to the Termination Date, any Indemnitee has previously given a Claim Notice containing a claim which has not then been resolved prior to the Termination Date in accordance with Section 43, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Stipulated Value equal to 100% of the Claimed Amount covered by any Claim Notice or Contested Amount, as the case may be, with respect to all claims which has have not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitled.

Release of Escrow Shares. (a) In At any time, and from time to time, prior to twelve (12) months after the event Effective Date (the "TERMINATION DATE"), LP may make claims, in the manner set forth in Section 6 hereof, for payment against the Escrow Shares if it (or any other Indemnified Person) has paid or incurred Damages and is entitled to indemnification under Article VIII of the Stock Purchase Agreement. The Shareholders' Agent, on behalf of each of the Shareholders, agrees that Purchaser elects, the Shareholders shall indemnify and hold harmless any Indemnified Person for such Damages pursuant to the provisions of Section 1.3(h) VIII of the Merger Stock Purchase Agreement, to waive the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half . Any of the Transferred Escrow Shares to be released pursuant to this Section 5(a) shall be distributed to valued in accordance with the Indemnifying Shareholders on the first anniversary terms of the Closing Date. Promptly this Agreement. (b) As soon as possible after the Termination Date, upon delivery of a notice executed jointly by both an LP Agent and the Shareholders' Agent to the Escrow Agent (which notice shall not be withheld unless pursuant to the matters provided for in Section 5(c) below), the Escrow Agent shall distribute deliver and/or submit for transfer, delivery and assignment to an Israeli trustee to be designated in writing by the Indemnifying Shareholders all Shareholders' Agent within thirty days of the date hereof (the "Israeli Trustee"), for the benefit of each of the Shareholders, such Shareholder's pro rata portion of the Escrow Shares not subject to outstanding Claim Notices (including any remaining Transferred Sharesas defined herein). (c) then held in escrow. Notwithstanding the foregoing, if on the Termination Date an Indemnified Party LP Agent has previously given a any Claim Notice which has Notices (as defined herein) that have not then been resolved in accordance with Section 46 below, the Escrow Agent shall retain in the Escrow Account after the Termination Date a number an amount of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value (as defined in Section 7 hereof) equal to the aggregate Claimed Amount (as defined herein) covered by any all such Claim Notice which has Notices that have not then been resolved. Any funds so Escrow Shares retained in escrow pursuant to this Section 5(c) shall be disbursed in accordance with the terms of the resolution of such claims. (b) Any distribution of all or a portion any claims relating to any of the Escrow Shares to the Indemnifying Shareholders shall be made in accordance with the percentages set forth opposite such holders' respective names on Exhibit B attached hereto; provided, however, that the Escrow Agent shall withhold the distribution of the portion of the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by the Purchaser to the Escrow Agent, prior to such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledretained hereunder.

Release of Escrow Shares. The Escrow Agent shall release the Escrow Shares as follows: (a) In If, at any time, InSite or Newco believes it is entitled to receive a full or partial distribution of the event that Purchaser electsEscrow Shares to satisfy the indemnity obligations of the Stockholders to InSite and Newco and their respective officers, pursuant to the provisions of Section 1.3(h) directors, employees and agents under SECTION 12 of the Merger Agreement, to waive InSite or Newco shall give the Profit Shortfall Adjustment and the Profit Surplus Adjustment, one half Escrow Agent written notice of the Transferred same (the "Claims Notice"), which Claims Notice shall describe the nature and extent of the claim and shall approximate the number of Escrow Shares to be distributed, determined in accordance with SECTION 4(B) hereof. Upon receipt of any Claims Notice, the Escrow Agent shall be distributed promptly forward a copy of such notice to the Indemnifying Shareholders on Stockholders. If the first anniversary Stockholders object to the distribution proposed in the Claims Notice, the Stockholders shall give written notice of such objection to the Escrow Agent within thirty (30) days following receipt of the Closing DateClaims Notice (the "Objection Notice"). Promptly after If the Termination DateEscrow Agent does not receive an Objection Notice within such thirty (30) day period, the Escrow Agent shall distribute to the Indemnifying Shareholders all of InSite the Escrow Shares (including any remaining Transferred Shares) then held in escrow. Notwithstanding the foregoinghaving a value, if an Indemnified Party has previously given a Claim Notice which has not then been resolved as determined in accordance with Section 4SECTION 4(C) hereof, equal to the amount specified in the Claims Notice. If the Escrow Agent receives an Objection Notice within such thirty (30) day period, the Escrow Agent shall retain in continue to hold the Escrow Account after the Termination Date a number of Escrow Shares (including Transferred Shares if necessary) having a Fair Market Value equal pursuant to the Claimed Amount covered by any Claim Notice which has not then been resolved. Any funds so retained in escrow shall be disbursed in accordance with the terms of this Agreement, subject to the resolution Claims Notice until the Escrow Agent receives (i) a joint written instruction from the Stockholders and InSite and Newco regarding disposition of such claimsthe Escrow Shares subject to the Claims Notice and Objection Notice, or (ii) a certified copy of a final, non-appealable decision of a court of competent jurisdiction regarding disposition of the Escrow Shares subject to the Claims Notice and Objection Notice. Notwithstanding the foregoing sentence, the Escrow Agent may exercise its rights under SECTION 9 of this Agreement at any time in the event of a dispute between the parties regarding release of the Escrow Shares. Upon release of the Escrow Shares in good faith pursuant to this Agreement, the Escrow Agent shall be fully released and discharged from all obligations under this Agreement. (b) Any For purposes of distribution by the Escrow Agent of all or a any portion of the Escrow Shares pursuant to paragraph (a) of this SECTION 4, the number of Escrow Shares to be delivered shall be determined based on the "closing sales price" (as hereinafter defined) of InSite Common Stock for the 5 consecutive trading days immediately preceding the "date of determination" (as hereinafter defined). (i) For purposes hereof, "closing sales price" shall mean (a) the average of the closing sales price, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the principal national securities exchange on which the InSite Common Stock is listed or admitted to trading for such 5 day period, or (b) if not listed or admitted to trading on any national securities exchange, the closing sales price as reported by The Nasdaq Stock Market, Inc., or, if such firm at the time is not engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business as selected by InSite's Board of Directors, for such 5 day period, or (c) if not listed or admitted to trading on any national securities exchange or reported by Nasdaq or any similar firm, the net book value of the Escrow Shares as determined by management of InSite as of the end of the most recent fiscal quarter immediately preceding the last day of such 5 day period. (ii) For purposes hereof, "date of determination" shall be the earlier of: (i) if no Objection Notice is received by the Escrow Agent from the Stockholders within the 30 day period following delivery of the Claims Notice to the Indemnifying Shareholders Stockholders, the sooner to occur of 12:01 AM on the day following the last day of such 30 day period or 12:01 AM on the day following the date that the parties deliver joint written instructions to the Escrow Agent as to the release of Escrow Shares subject to the claim described in the Claims Notice; or (ii) if an Objection Notice is received by the Escrow Agent from the Stockholders, 12:01 AM on the day following the date that the parties deliver joint written instructions to the Escrow Agent as to the release of Escrow Shares subject to the Claims Notice or 12:01 AM on the day following the date that a certified copy of a final, non-appealable decision of a court of competent jurisdiction regarding disposition of the Escrow Shares subject to the Claims Notice is received by the Escrow Agent. (c) On the date which is one (1) year after the closing date of the transactions contemplated by the Merger Agreement (the "Escrow Termination Date"), the Escrow Agent shall be made deliver to the Stockholders the remaining Escrow Shares, unless the Escrow Agent shall have been notified in writing by InSite, Newco or the Stockholders that a Claims Notice is pending and has not been resolved as described in paragraph (b)(i) or (ii) of this SECTION 4. If the Escrow Agent has been advised that a Claims Notice is pending on the Escrow Termination Date and has not been resolved as aforesaid, the Escrow Agent shall deliver the remaining Escrow Shares to the parties in accordance with the percentages set forth opposite such holders' respective names resolution of the Claims Notice, as provided in SECTION 4(B). InSite and Newco agree that if a Claims Notice is pending on Exhibit B attached hereto; providedthe Escrow Termination Date, howeverInSite and Newco will release to the Stockholders the balance of the Escrow Shares, that if any, which would likely be unnecessary to cover the amount of the claim described in the Claims Notice, less a reasonable "buffer amount" which shall not be more than twice the amount valued as provided herein using the Escrow Termination Date as the "date of determination." For example, if a $25,000 claim is pending on the Escrow Termination Date, InSite and Newco would have the right to direct the Escrow Agent shall withhold the distribution of the portion of to retain up to $50,000 in Escrow Shares (valued as provided in Section 4(b) above using the Escrow Shares otherwise distributable to Indemnifying Shareholders who have not, according to written notice provided by Termination Date as the Purchaser to the Escrow Agent, prior to "date of determination" for such distribution, surrendered their respective Certificates pursuant to the terms and conditions of the Merger Agreement. Any such withheld shares shall be delivered to the Purchaser promptly after the Termination Date, and shall be delivered by the Purchaser to the Indemnifying Shareholders to whom such shares would have otherwise been distributed upon surrender of their respective Certificates. Distributions to the Indemnifying Shareholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Exhibit B (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Shareholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Shareholder shall receive shall be rounded down to the nearest whole number; and the Escrow Agent shall sell such number of Escrow Shares as is equal to the aggregate of the fractional shares that would otherwise be distributed to the Indemnifying Shareholders and shall distribute the proceeds of such sale to the Indemnifying Shareholders other-wise entitled to a fractional Escrow Share pro rata based upon the fraction of an Escrow Shares to which each such Indemnifying Shareholder is otherwise entitledpurposes.