Common use of Release of the Escrow Fund Clause in Contracts

Release of the Escrow Fund. The Escrow Agent shall disburse the Escrow Fund only in accordance with the written instruments set forth on Exhibit A delivered to the Escrow Agent that is executed by both the Buyer and the Seller and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund (the “Joint Wire Instructions”). The Escrow Parties agree that Escrow Fund shall be released to the Seller, in accordance the wire instructions included in Joint Written Instructions delivered to the Escrow Agent, promptly after Buyer has confirmed, in its sole discretion, that the Company’s Transfer Agent, BNY Mellon Shareowner Services, has effectuated the book entry transfer of the Shares to reflect the Sale on the Transfer Agent’s records. The Escrow Agent shall have no obligation to follow any directions set forth in any Joint Written Instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said Joint Written Instructions are authorized to do so. The Buyer hereby expressly authorizes the Chief Financial Officer of Great Hill Partners, LLC (and any other authorized officer of such entity) the power and authority to execute the Joint Written Instructions on behalf of the Buyer, and the Escrow Agent hereby acknowledges such authorization. Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund and shall have no liability or responsibility to the Escrow Parties for any deficiency.

Release of the Escrow Fund. The (a) Seller agrees to promptly deliver to Escrow Agent shall disburse Agent, with a copy to Buyer, any bills or invoices that it receives after the Escrow Fund only Closing that relate to expenses that accrued or arose under the Transferred Agreements (as defined in accordance with the written instruments set forth Purchase Agreement) or relating to Seller's business prior to the Closing (collectively, "Invoices"), including without limitation, any and all invoices received from any of the vendors listed on Exhibit A delivered to attached hereto. If Seller contends that it disputes any portion of such Invoices, Seller shall include information regarding the Escrow Agent that is executed by both the Buyer nature of such dispute and the Seller and that instructs amount in dispute with the Escrow Agent as to the disbursement delivery of some or all of the Escrow Fund (the “Joint Wire Instructions”). The Escrow Parties agree that Escrow Fund shall be released to the Seller, in accordance the wire instructions included in Joint Written Instructions delivered to the Escrow Agent, promptly after Buyer has confirmed, in its sole discretion, that the Company’s Transfer Agent, BNY Mellon Shareowner Services, has effectuated the book entry transfer of the Shares to reflect the Sale on the Transfer Agent’s recordssuch Invoice. The Escrow Agent shall have no obligation to follow any directions set forth in any Joint Written Instructions unless and until promptly upon receipt of each Invoice, make payment out of the Escrow Agent is satisfied, in its sole discretion, that Fund for the persons executing said Joint Written Instructions are authorized to do so. The Buyer hereby expressly authorizes the Chief Financial Officer of Great Hill Partners, LLC (and any other authorized officer amount of such entity) Invoice or, if in dispute, for the power undisputed portion thereof. In addition Seller may present to Escrow Agent, with a copy to Buyer,a sworn statement by Seller that checks totaling the amount requested have been issued and authority mailed to execute the Joint Written Instructions on behalf parties entitled to monthly commissions, stating the name of the Buyer, each Payee and the amount paid and Escrow Agent hereby acknowledges shall reimburse Seller for such authorization. Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in from the Escrow Fund. (b) In the event that Buyer receives any Invoices that relate to expenses that accrued or arose under the Transferred Agreements or relating to Seller's business prior to the Closing, Buyer shall deliver such Invoices to Escrow Agent, with a copy to Seller. If Seller disputes any portion of such Invoices, Seller shall notify Buyer and Escrow Agent ("Dispute Notice") of such dispute, the details thereof and the amount so in dispute, within ten days after receiving a copy of the Invoice from Buyer. If Escrow Agent has not received a Dispute Notice from Seller on or before the tenth day after its receipt of the Invoice, it shall promptly pay such Invoice. If Escrow Agent has received a Dispute Notice from Seller, Escrow Agent shall promptly pay the undisputed portion of the applicable Invoice. (c) Seller agrees to use its commercially reasonable efforts to resolve any disputed Invoices as soon as reasonably practicable and to notify Buyer and Escrow Agent upon reaching any such settlement ("Settlement Notice") with a vendor. Escrow Agent shall promptly pay any additional amounts owed to a vendor under an Invoice as a result of any such settlement. (d) On ____________________, 2004, Escrow Agent shall release the remaining balance in of the Escrow Fund and shall Funds, less the disputed amount of any Invoices that have no liability not been resolved. (e) Provided, notwithstanding the foregoing, Escrow Agent may require the written approval of Seller and/or Buyer as a condition to release or responsibility to disbursement of any portion of the Escrow Parties for any deficiencyFund.

Release of the Escrow Fund. The Escrow Agent shall disburse hold the Escrow Fund only until it releases the Escrow Fund as provided in this Section 4, as follows: (a) In order for Buyer to make a claim on the Escrow Fund, Buyer shall deliver to the Escrow Agent and the Transaction Representative a written notice describing in reasonable detail, to the extent then known, (i) the facts giving rise to the claim for indemnification under the Merger Agreement, (ii) the amount or the method of computation of the amount of such claim, and (iii) a reference to the provision of the Merger Agreement or any other agreement, document or instrument executed thereunder or in connection therewith upon which such claim is based. A written notice delivered in accordance with the written instruments foregoing is referred to herein as an “Escrow Claim.” If the Transaction Representative has not, within thirty (30) days following Buyer’s delivery of the Escrow Claim, notified Buyer and the Escrow Agent in writing that the Transaction Representative disputes the Escrow Claim, in whole or in part, then the Escrow Agent shall, at the end of the five (5) Business Day period following such thirty (30) day period, remit to Buyer from the Escrow Fund the amount set forth on Exhibit A delivered in the Escrow Claim. If the Transaction Representative has, within thirty (30) days following Buyer’s delivery of the Escrow Claim, given written notice (each a “Dispute Notice”) to Buyer and the Escrow Agent that is executed by both it disputes the Buyer and the Seller and that instructs Escrow Claim, in whole or in part, then (a) the Escrow Agent as to the disbursement of some or all shall not pay out any portion of the Escrow Fund in dispute until otherwise notified in a Joint Written Direction or pursuant to Section 4(d)(i) below and (the “Joint Wire Instructions”). The Escrow Parties agree that Escrow Fund B) any amounts not in dispute shall be released remitted to the Seller, in accordance the wire instructions included in Joint Written Instructions delivered to the Escrow Agent, promptly after Buyer has confirmed, in its sole discretion, that the Company’s Transfer Agent, BNY Mellon Shareowner Services, has effectuated the book entry transfer of the Shares to reflect the Sale on the Transfer Agent’s records. The Escrow Agent shall have no obligation to follow any directions set forth in any Joint Written Instructions unless and until by the Escrow Agent is satisfied, in its sole discretion, that from the persons executing said Joint Written Instructions are authorized to do so. The Buyer hereby expressly authorizes the Chief Financial Officer of Great Hill Partners, LLC Escrow Fund as soon as possible (and in any other authorized officer of such entityevent within five (5) Business Days) after the power and authority to execute the Joint Written Instructions on behalf of the Buyer, and receipt by the Escrow Agent hereby acknowledges such authorization. Notwithstanding anything of the Dispute Notice. (b) Within three (3) Business Days after the final determination of all adjustments to the contrary Merger Consideration pursuant to Section 3.6 of the Merger Agreement which results in this Agreement, if any a net amount payable to be released at any time or under any circumstances exceeds the balance in the Escrow FundBuyer, the Escrow Agent shall release from escrow and deliver to Buyer the balance amount (i) mutually agreed upon by Buyer and the Transaction Representative in a Joint Written Direction or (ii) finally determined by the Escrow Fund Accounting Arbitrator, as the case may be. In the case of a final determination by the Accounting Arbitrator, and Buyer shall have no liability or responsibility deliver to the Escrow Parties for any deficiency.Agent the written determination of the Accounting Arbitrator and shall provide a copy thereof to the Transaction Representative

Release of the Escrow Fund. The Escrow Agent shall disburse (a) If the Escrow Fund only in accordance with Offering is terminated at any time prior to Closing of the written instruments set forth on Exhibit A delivered to Minimum Offering, then the Escrow Agent that is executed by both shall, upon written notification from the Buyer and the Seller and that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Fund (the “Joint Wire Instructions”). The Escrow Parties agree that Escrow Fund shall be released to the Seller, in accordance the wire instructions included in Joint Written Instructions delivered Company to the Escrow Agent, promptly release the Escrow Funds to individual Investors in accordance with wire transfer instructions set forth in such written notification or if wire transfer instructions are not included in such written notification, by check to the delivery addresses set forth in such written notification. (b) If the Company decides not to accept an Investor after Buyer the Investor has confirmedmade a deposit of his, in her or its sole discretion, that Offering Price with the Company’s Transfer Escrow Agent, BNY Mellon Shareowner Servicesthe Company shall provide a written notification of such to the Escrow Agent, has effectuated which then shall promptly return the book entry transfer Investor’s deposit of the Shares Offering Price to reflect the Sale on Investor by the Transfer Agent’s recordswire transfer instructions set forth in the written notification or if wire transfer instructions are not set forth in the written notification, by check to the delivery addresses set forth in such written notification. (c) Whenever the Company determines to hold Closing of the Offering (at any time after the Company receives subscriptions for at least the Minimum Offering and the proceeds thereof are deposited in the Escrow Account hereunder), the Company shall provide the Escrow Agent with a written notification thereof, which notification shall specify the Investors whose subscriptions are being closed upon, the amount to be released from the Escrow Fund and the identity of persons to whom such amounts are to be released from the Escrow Fund and wire transfer instructions (if payment is to be made by wire transfer) or delivery addresses (if payment is to be made by check), for each payee. The Upon receipt, the Escrow Agent shall have no obligation to follow any directions promptly release monies from the Escrow Fund in accordance with the instructions set forth in any Joint Written Instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said Joint Written Instructions are authorized to do so. The Buyer hereby expressly authorizes the Chief Financial Officer of Great Hill Partners, LLC written notification. (and any other authorized officer of such entityd) the power and authority to execute the Joint Written Instructions on behalf of the Buyer, and the Escrow Agent hereby acknowledges such authorization. Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Escrow Fund, the Escrow Agent shall release the balance in the Escrow Fund and shall have no liability or responsibility to the Escrow Parties Company for any deficiency.