Common use of Sale of Escrow Shares Clause in Contracts

Sale of Escrow Shares. The Stockholder Representative, or the --------------------- Stockholders with respect to their individual Stockholder Accounts and acting through the Stockholder Representative, may direct the Escrow Agent to sell, from time to time, any or all of the Escrow Shares at such prices as are commercially reasonable at the time of sale. On a monthly basis, the Escrow Agent shall provide the Stockholder Representative and NDC with a sales report detailing the number of Escrow Shares sold, the date of sale, the aggregate sales price, any associated brokerage fees or expenses, any and all other expenses, and such other information as the Stockholder Representative or NDC shall reasonably request, and shall provide the Stockholder Representative and NDC with a revised schedule as provided in Section 1.2 hereof. The proceeds of such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, shall be applied as follows: (i) Any and all cash proceeds from the sale of Working Capital Shares shall remain in escrow as part of the Working Capital Escrow Amount and subject to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Working Capital Escrow Amount exceeds 133% of the Aggregate Value of the Escrow Shares as of the date of this Agreement (the "Surplus Working Capital Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interest in the Surplus Working Capital Escrow Amount; and (ii) Any and all cash proceeds from a sale of Indemnification Shares shall remain in escrow as part of the Indemnification Escrow Amount and subject to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 (the "Surplus Indemnification Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interests in the Surplus Indemnification Escrow Amount.

Sale of Escrow Shares. The Stockholder Representative, or the --------------------- Stockholders (i) In connection with respect to their individual Stockholder Accounts and acting through the Stockholder Representative, may direct the Escrow Agent to sell, from time to time, any or all sale of the Escrow Shares at such prices as are commercially reasonable at the time pursuant to Section 7.3 of sale. On a monthly basisthis Agreement, the Escrow Agent shall provide be entitled to receive and rely upon, prior to taking action in that regard, written direction from the Stockholder Shareholder Representative as to the manner and NDC with a sales report detailing method to be undertaken in carrying out such sale, including without limitation written direction (1) identifying the number of Escrow Shares shares to be sold, (2) requesting the date of saleEscrow Agent to use a brokerage firm identified by the Shareholder Representative therein, or requesting the aggregate sales price, any associated Escrow Agent to use its affiliated brokerage fees or expenses, any and all other expensesservice, and such other information as (3) setting forth any necessary or special instructions with respect to the Stockholder sale (including any stop loss or minimum price per share instruction); and the Shareholder Representative or NDC shall execute and deliver any instruments reasonably request, and shall provide required by the Stockholder Representative and NDC with a revised schedule as provided Escrow Agent in Section 1.2 hereof. The proceeds of order to carry out such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, shall be applied as follows:liquidation. (iii) Any The Escrow Agent shall have no responsibility in connection with such sale other than to make delivery of the Escrow Shares to the selected brokerage firm, with instruction (including any special instruction provided by the Shareholder Representative), and all cash proceeds from to receive and deposit into the sale of Working Capital Shares shall remain Escrow Account (to be administered and distributed in escrow accordance with this Agreement) as part of the Working Capital Escrow Amount Fund, any net sale proceeds received therefrom. The Escrow Agent shall have no duty or obligation to determine or accomplish compliance with any applicable transfer restrictions; and subject to it shall be the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value sole obligation of the Working Capital party directing such sale to take any remaining actions, and to provide or deliver any necessary instruments or opinions (at its expense) necessary to comply with applicable transfer restrictions or applicable securities laws. The Escrow Amount exceeds 133% Agent shall have no liability for any actions or omissions of any such brokerage firm, and shall have no liability for the price or execution achieved. Without limiting the generality of the Aggregate Value of foregoing, the Shareholder Representative expressly acknowledges that (a) the Escrow Shares as may be sent to a transfer agent to be reissued in saleable form, (b) the Escrow Shares may contain or be subject to transfer restrictions that may limit their marketability and impose restrictions upon the number or types of the date of this Agreement purchasers to whom they can be offered or sold, and (the "Surplus Working Capital Escrow Amount"), c) the Escrow Agent shall distribute to have no liability for any failure or delay (or any price change during any such delay) on the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interest in the Surplus Working Capital Escrow Amount; and (ii) Any and all cash proceeds from a sale of Indemnification Shares shall remain in escrow as part of the Indemnification Shareholder Representative or any transfer agent, or caused by any necessary registration or delivery procedures, or compliance with any applicable transfer restrictions involved in the transfer of such Escrow Amount and subject Shares. (iii) The Escrow Agent shall be entitled to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 contract with any brokerage firm (the "Surplus Indemnification Escrow Amount"), which may be selected by the Escrow Agent without liability on its part, taking into consideration any brokerage firm requested by the Shareholder Representative, as provided above), which may be affiliated with the Escrow Agent, and may enter into any such contract on a “best efforts” basis with the brokerage firm. The Escrow Agent shall distribute be indemnified hereunder for any costs, expenses and risks associated therewith or arising thereunder (other than resulting from its own gross negligence or willful misconduct), and the proceeds of any sale shall be net of all brokerage commissions and charges. (iv) The net sale proceeds of any such sale of Escrow Shares received by the Escrow Agent, less a Sales Administration Fee (as hereinafter defined) shall be apportioned among the Principal Shareholders in their Pro Rata Portion. The “Sales Administration Fee” shall mean a fee equal to five dollars ($5.00) per Principal Shareholder per day of sale, subject to a minimum of $500.00 (the “Minimum Sales Fee”). For purposes of determining whether the Minimum Fee Limit has been reached, any individual sale (whether or not effected on the same day) shall be counted as a separate sales transaction, and the Sales Administration Fee shall be assessed each day any sale of shares is effected until the total number of shares directed to be sold are sold. As an example only, if a sale is requested that requires two separate trades effected over two business days, then the Sales Administration fee would be $5.00 per Principal Shareholder times the number of Principal Shareholders times two. This fee is intended to cover not only the expense of the sale, but also the resulting tax reporting required to be made to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interests in the Surplus Indemnification Escrow AmountPrincipal Shareholders.

Sale of Escrow Shares. The Stockholder Representative(i) At any time on or after December 14, or the --------------------- Stockholders with respect to their individual Stockholder Accounts and acting through 2010, the Stockholder Representative, Representative may direct deliver written instruction to the Escrow Agent to sellsell any number of Escrow Shares (a “Sale Instruction”), from time which Sale Instruction shall (1) identify a number of Escrow Shares to timebe sold, any or all of (2) request the Escrow Shares at Agent to use a brokerage firm identified therein or request the Escrow Agent to use its affiliated brokerage service, and (3) set forth any necessary or special instructions with respect to the sale (including any stop loss or minimum price per share instruction). Provided that such prices as are commercially reasonable at Sale Instruction is accompanied by the time of sale. On a monthly basisBuyer’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed, the Escrow Agent shall thereupon sell the Escrow Shares specified in such Sale Instruction in accordance with the instructions contained therein and in accordance with the provisions of this Section 5(b). No such sale may be effected during a “black-out” period under Buyer’s securities trading policy, and Buyer hereby undertakes to provide the Stockholder Representative and NDC the Escrow Agent with prior notice of any such “black-out” period. The Escrow Agent shall be entitled to request and rely upon, prior to taking action in respect of a sales report detailing Sale Instruction, further written direction from the Stockholder Representative as to the manner and method to be undertaken in carrying out such sale and the Stockholder Representative shall execute and deliver any instruments reasonably required by the Escrow Agent in order to carry out such sale or liquidation. (ii) The Escrow Agent shall have no responsibility in connection with such sale other than to make delivery of the Escrow Shares to the selected brokerage firm, with instruction (including any special instruction provided by the Stockholder Representative), and to receive and deposit into the Share Escrow Property any net sale proceeds received therefrom. The Escrow Agent shall have no duty or obligation to determine or accomplish compliance with any applicable transfer restrictions; and it shall be the sole obligation of the party directing such sale to take any remaining actions, and to provide or deliver any necessary instruments or opinions (at its expense) necessary to comply with applicable transfer restrictions or applicable securities laws. The Escrow Agent shall have no liability for any actions or omissions of any such brokerage firm, and shall have no liability for the price or execution achieved. Without limiting the generality of the foregoing, the Stockholder Representative expressly acknowledges that (1) the Escrow Shares may be sent to a transfer agent to be reissued in saleable form, (2) the Escrow Shares may contain or be subject to transfer restrictions that may limit their marketability and impose restrictions upon the number or types of Escrow Shares purchasers to whom they can be offered or sold, and (3) the date Escrow Agent shall have no liability for any failure or delay (or any price change during any such delay) on the part of sale, the aggregate sales price, any associated brokerage fees or expenses, any and all other expenses, and such other information as the Stockholder Representative or NDC any transfer agent, or caused by any necessary registration or delivery procedures, or compliance with any applicable transfer restrictions involved in the transfer of such Escrow Shares. (iii) The Escrow Agent shall reasonably requestbe entitled to contract with any brokerage firm (which may be selected by the Escrow Agent without liability on its part, taking into consideration any brokerage firm requested by the Stockholder Representative, as provided above), which may be affiliated with the Escrow Agent, and shall provide may enter into any such contract on a “best efforts” basis with the Stockholder Representative and NDC with a revised schedule as provided in Section 1.2 hereofbrokerage firm. The Escrow Agent shall be indemnified hereunder for any costs, expenses and risks associated therewith or arising thereunder (other than resulting from its own gross negligence or willful misconduct), and the proceeds of sale to which the Stockholders shall be entitled shall be net of all brokerage commissions and charges. (iv) The net sale proceeds of any such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, shall be applied as follows: (i) Any and all cash proceeds from the sale of Working Capital Shares shall remain in escrow as part of the Working Capital Escrow Amount and subject to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Working Capital Escrow Amount exceeds 133% of the Aggregate Value of the Escrow Shares as of the date of this Agreement (the "Surplus Working Capital Escrow Amount"), received by the Escrow Agent shall distribute be deposited into the Share Escrow Property less a Sales Administration Fee (as hereinafter defined). The “Sales Administration Fee” shall mean a fee equal to five dollars ($5.00) per Stockholder per day of sale, subject to a minimum of $500.00 (the “Minimum Sales Fee”). For purposes of determining whether the Minimum Fee Limit has been reached, any individual sale (whether or not effected on the same day) shall be counted as a separate sales transaction, and the Sales Administration Fee shall be assessed each day any sale of shares is effected until the total number of shares directed to be sold are sold. As an example only, if a sale is requested that requires two separate trades effected over two Business Days, then the Sales Administration fee would be $5.00 per Stockholder times the number of Stockholders times two. This fee is intended to cover not only the expense of the sale, but also the resulting tax reporting required to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interest in the Surplus Working Capital Escrow Amount; and (ii) Any and all cash proceeds from a sale of Indemnification Shares shall remain in escrow as part of the Indemnification Escrow Amount and subject to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 (the "Surplus Indemnification Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interests in the Surplus Indemnification Escrow AmountStockholders.

Sale of Escrow Shares. The Stockholder Representative, or the --------------------- Stockholders In connection with respect to their individual Stockholder Accounts and acting through the Stockholder Representative, may direct the Escrow Agent to sell, from time to time, any or all sale of the Escrow Shares at such prices as are commercially reasonable at the time pursuant to Section 2(e) of sale. On a monthly basisthis Agreement, the Escrow Agent shall provide be entitled to receive and rely upon, prior to taking action in that regard, written direction from the Stockholder Representative Company as to the manner and NDC with a sales report detailing method to be undertaken in carrying out such sale, including without limitation written direction (1) identifying the number of Escrow Shares shares to be sold, (2) requesting the date of saleEscrow Agent to use a brokerage firm identified by the Company therein, or requesting the aggregate sales price, any associated Escrow Agent to use its affiliated brokerage fees or expenses, any and all other expensesservice, and such other information as (3) setting forth any necessary or special instructions with respect to the Stockholder Representative sale (including any stop loss or NDC minimum price per share instruction); and the Company shall execute and deliver any instruments reasonably request, and shall provide required by the Stockholder Representative and NDC with a revised schedule as provided Escrow Agent in Section 1.2 hereof. The proceeds of order to carry out such sale or salesliquidation. The Escrow Agent shall have no responsibility in connection with such sale other than to make delivery of the Escrow Shares to the selected brokerage firm, net of with instruction (including any underwriting commissions or brokers fees special instruction provided by the Company), and all other expenses of sale, shall to receive and deposit into the Escrow Account (to be applied as follows: (iadministered and distributed in accordance with this Agreement) Any and all cash proceeds from the sale of Working Capital Shares shall remain in escrow as part of the Working Capital Escrow Amount Property and subject Escrow Shares, any net sale proceeds received therefrom. The Escrow Agent shall have no duty or obligation to determine or accomplish compliance with any applicable transfer restrictions; and it shall be the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value sole obligation of the Working Capital party directing such sale to take any remaining actions, and to provide or deliver any necessary instruments or opinions (at its expense) necessary to comply with applicable transfer restrictions or applicable securities laws. The Escrow Amount exceeds 133% Agent shall have no liability for any actions or omissions of any such brokerage firm, and shall have no liability for the price or execution achieved. Without limiting the generality of the Aggregate Value of foregoing, the Company expressly acknowledges that (a) the Escrow Shares as may be sent to a transfer agent to be reissued in saleable form, (b) the Escrow Shares may contain or be subject to transfer restrictions that may limit their marketability and impose restrictions upon the number or types of the date of this Agreement purchasers to whom they can be offered or sold, and (the "Surplus Working Capital Escrow Amount"), c) the Escrow Agent shall distribute to have no liability for any failure or delay (or any price change during any such delay) on the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interest in the Surplus Working Capital Escrow Amount; and (ii) Any and all cash proceeds from a sale of Indemnification Shares shall remain in escrow as part of the Indemnification Company or any transfer agent, or caused by any necessary registration or delivery procedures, or compliance with any applicable transfer restrictions involved in the transfer of such Escrow Amount and subject Shares. The Escrow Agent shall be entitled to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 contract with any brokerage firm (the "Surplus Indemnification Escrow Amount"), which may be selected by the Escrow Agent without liability on its part, taking into consideration any brokerage firm requested by the Company, as provided above), which may be affiliated with the Escrow Agent, and may enter into any such contract on a "best efforts" basis with the brokerage firm. The Escrow Agent shall distribute be indemnified hereunder for any costs, expenses and risks associated therewith or arising thereunder (other than resulting from its own gross negligence or willful misconduct), and the proceeds of sale to the Stockholders that amount in cash or shares be added to this escrow shall be net of NDC Common Stock equal to their respective Percentage Interests in the Surplus Indemnification Escrow Amountall brokerage commissions and charges.

Sale of Escrow Shares. The Stockholder Representative5.1 Subject to Clause 5.2, or the --------------------- Stockholders with respect ID&T Worldwide Shareholders’ Agreement, the SFX Stockholders’ Agreement and the Lock-Up Agreement to which such ID&T Shareholder is a party, each of the ID&T Shareholders may request One of Us Holding to arrange for the sale of (their individual Stockholder Accounts and acting through the Stockholder Representative, may direct part of) the Escrow Agent Shares that are held (as owner) by such ID&T Shareholder. 5.2 If and to sellthe extent that an ID&T Shareholder makes a request as set out in Clause 5.1 and to the extent that the ID&T Shareholder has received a binding offer for such sale, from time to time, any or all the following provisions shall apply: 5.2.1 One of Us Holding shall arrange for the sale of the Escrow Shares at and receive the consideration paid for these Escrow Shares; 5.2.2 One of Us Holding shall use its best endeavours to arrange for the sale of the Escrow Shares on behalf of the selling ID&T Shareholder in conformity with any reasonable requests from such prices as are commercially reasonable at selling ID&T Shareholder and without any substantial delay; 5.2.3 from the time consideration paid for the Escrow Shares, One of sale. On a monthly basisUs Holding shall deduct an amount of USD 10 per Escrow Share which amount shall be held in escrow by One of Us Holding and shall be deemed to replace the Escrow Shares sold (the “Escrow Cash”) and, to the extent possible, the provisions of this Agreement shall apply mutatis mutandis to the Escrow Agent Cash whereby a reference to ‘Escrow Shares’ shall provide be deemed to include ‘Escrow Cash’; 5.2.4 the Stockholder Representative remainder of the consideration paid for the Escrow Shares, i.e. the consideration from which the Escrow Cash has been deducted, shall be transferred to the selling ID&T Shareholder; 5.2.5 if One of Us Holding, in its sole discretion, is of the opinion that the consideration that is expected to be paid for the Escrow Shares is below USD 10 per Escrow Share, than One of Us Holding may require the selling ID&T Shareholder to transfer to One of Us Holding, prior to selling such Escrow Shares to a third party, an amount equal to the difference between (i) USD 10 per Escrow Share and NDC with a sales report detailing (ii) the expected consideration per Escrow Share, (iii) multiplied by the number of Escrow Shares to be sold; and 5.2.6 if the consideration (actually) paid for the Escrow Shares is below USD 10 per Escrow Share, than the selling ID&T Shareholder shall have the obligation to transfer to One of Us Holding an amount equal to the difference between (i) USD 10 per Escrow Share and (ii) the consideration per Escrow Shares actually received, (iii) multiplied by the number of Escrow Shares sold, which amount to be received by One of Us Holding from the date of sale, the aggregate sales price, any associated brokerage fees or expenses, any and all other expenses, and such other information as the Stockholder Representative or NDC shall reasonably request, and shall provide the Stockholder Representative and NDC with a revised schedule as provided in Section 1.2 hereof. The proceeds of such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, selling ID&T Shareholder shall be applied as follows: (i) Any and all cash proceeds from settled with the sale amount already received by One of Working Capital Shares shall remain in escrow as part of the Working Capital Escrow Amount and subject Us Holding pursuant to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Working Capital Escrow Amount exceeds 133% of the Aggregate Value of the Escrow Shares as of the date of this Agreement (the "Surplus Working Capital Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interest in the Surplus Working Capital Escrow Amount; and (ii) Any and all cash proceeds from a sale of Indemnification Shares shall remain in escrow as part of the Indemnification Escrow Amount and subject to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 (the "Surplus Indemnification Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interests in the Surplus Indemnification Escrow AmountClause 5.2.5.

Sale of Escrow Shares. The Stockholder Representative, (i) Seller shall be entitled to sell all or the --------------------- Stockholders with respect to their individual Stockholder Accounts and acting through the Stockholder Representative, may direct the Escrow Agent to sell, from time to time, any or all portion of the Escrow Shares at notwithstanding such prices as are commercially reasonable at shares being held by the time Escrow Agent. (ii) In connection with any sale of sale. On a monthly basisthe Escrow Shares pursuant to Section 7(c)(i) of this Agreement, the Escrow Agent shall provide be entitled to receive and rely upon, prior to taking action in that regard, written direction from Seller as to the Stockholder Representative manner and NDC with a sales report detailing method to be undertaken in carrying out such sale, including without limitation written direction (1) identifying the number of Escrow Shares shares to be sold, (2) requesting the date of saleEscrow Agent to use a brokerage firm identified by Seller therein, or requesting the aggregate sales price, any associated Escrow Agent to use its affiliated brokerage fees or expenses, any and all other expensesservice, and such other information as (3) setting forth any necessary or special instructions with respect to the Stockholder Representative sale (including any stop loss or NDC minimum price per share instruction); and Seller shall execute and deliver any instruments reasonably request, and shall provide required by the Stockholder Representative and NDC with a revised schedule as provided Escrow Agent in Section 1.2 hereof. The proceeds of order to carry out such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, shall be applied as follows:liquidation. (iiii) Any The Escrow Agent shall have no responsibility in connection with such sale other than to make delivery of the Escrow Shares to the selected brokerage firm, with instruction (including any special instruction provided by Seller), and all cash proceeds from the sale of Working Capital Shares shall remain to receive and hold (to be administered and distributed in escrow accordance with this Agreement) as part of the Working Capital Escrow Amount Property, any net sale proceeds received therefrom less a Sales Administration Fee (as hereinafter defined). The Escrow Agent shall have no duty or obligation to determine or accomplish compliance with any applicable transfer restrictions; and subject to it shall be the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value sole obligation of the Working Capital party directing such sale to take any remaining actions, and to provide or deliver any necessary instruments or opinions (at its expense) necessary to comply with applicable transfer restrictions or applicable securities laws. The Escrow Amount exceeds 133% Agent shall have no liability for any actions or omissions of any such brokerage firm, and shall have no liability for the price or execution achieved. Without limiting the generality of the Aggregate Value of foregoing, Seller expressly acknowledges that (a) the Escrow Shares as may be sent to a transfer agent to be reissued in saleable form, (b) the Escrow Shares may contain or be subject to transfer restrictions that may limit their marketability and impose restrictions upon the number or types of the date of this Agreement purchasers to whom they can be offered or sold, and (the "Surplus Working Capital Escrow Amount"), c) the Escrow Agent shall distribute have no liability for any failure or delay (or any price change during any such delay) on the part of Seller or any transfer agent, or caused by any necessary registration or delivery procedures, or compliance with any applicable transfer restrictions involved in the transfer of such Escrow Shares. (iv) The Escrow Agent shall be entitled to contract with any brokerage firm (which may be selected by the Stockholders that amount in cash Escrow Agent without liability on its part, unless a specific brokerage firm was requested by Seller, as provided above), which may be affiliated with the Escrow Agent, and may enter into any such contract on a "best efforts" basis with the brokerage firm. The Escrow Agent shall be indemnified hereunder for any costs, expenses and risks associated therewith or shares arising thereunder (other than resulting from its own gross negligence or willful misconduct), and the proceeds of NDC Common Stock any sale shall be net of all brokerage commissions and charges. (v) The "Sales Administration Fee" shall mean a fee equal to their respective Percentage Interest in the Surplus Working Capital Escrow Amount; and five dollars (ii$5.00) Any and all cash proceeds from a sale per day of Indemnification Shares shall remain in escrow as part of the Indemnification Escrow Amount and sale, subject to the provisions a minimum of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 500.00 (the "Surplus Indemnification Escrow AmountMinimum Sales Fee"). For purposes of determining whether the Minimum Fee Limit has been reached, any individual sale (whether or not effected on the Escrow Agent same day) shall distribute be counted as a separate sales transaction, and the Sales Administration Fee shall be assessed each day any sale of shares is effected until the total number of shares directed to be sold are sold. As an example only, if a sale is requested that requires two separate trades effected over two business days, then the Stockholders that amount in cash or shares Sales Administration fee would be $5.00 times two. This fee is intended to cover not only the expense of NDC Common Stock equal the sale, but also the resulting tax reporting required to their respective Percentage Interests in the Surplus Indemnification Escrow Amountbe made to Seller.

Sale of Escrow Shares. The Stockholder RepresentativeAt any time after April 1, 2000, and subject to any restrictions on resale arising under federal or state securities laws, the --------------------- Stockholders with respect to their individual Stockholder Accounts and acting through the Stockholder Representative, Indemnification Representative may direct the Escrow Agent to sell, from time to time, effect a sale of any or all of the Escrow Shares at such prices as are commercially reasonable at the time of sale. On a monthly basis, by written direction given to the Escrow Agent shall provide the Stockholder Representative and NDC with a sales report detailing the number of Escrow Shares sold, the date of sale, the aggregate sales price, any associated brokerage fees or expenses, any and all other expenses, and such other information as the Stockholder Representative or NDC shall reasonably request, and shall provide the Stockholder Representative and NDC with a revised schedule as provided in Section 1.2 hereof. The proceeds of such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, shall be applied as follows: that (i) Any the net proceeds per share are at least equal to the Parent Average Closing Price (adjusted for any share dividend, reclassification, stock split, subdivision or combination of shares, recapitalization, merger or other events) and all cash (ii) the net proceeds from are retained by the sale of Working Capital Shares shall remain in escrow as part Escrow Agent to be held at the election of the Working Capital Escrow Amount and subject Indemnification Representative in an interest bearing or non- interest bearing account (with any interest thereon allocated among the Holders in proportion to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Working Capital Escrow Amount exceeds 133% of the Aggregate Value of Holder's interests in the Escrow Shares as of the date such interest is paid). All net proceeds from such sale and any interest thereon shall be deemed to be Escrow Shares for all purposes of this Escrow Agreement and shall be available to satisfy any Escrow Adjustment (as defined below) at the "Surplus Working Capital election of the Indemnification Representative to the extent that sufficient Escrow Amount")Shares are otherwise available to satisfy such Escrow Adjustment. Such sale of Escrow Shares will occur at the written direction of the Indemnification Representative and such written direction shall: (A) specify the number of Escrow Shares to be sold, (B) identify the brokerage firm the Indemnification Representative requests the Escrow Agent to use (or shall distribute instruct the Escrow Agent to use its affiliated brokerage service), and (C) set forth all necessary instructions (including stop loss or minimum price per share instructions) as may be requested by the Stockholders that amount Indemnification Representative, together with any other instruction as the Escrow Agent reasonably may require in cash or shares of NDC Common Stock equal order to their respective Percentage Interest in carry out the Surplus Working Capital sale. The Escrow Amount; and (ii) Any and all cash proceeds from a sale of Indemnification Shares shall remain in escrow as part Agent may conclusively rely on the direction of the Indemnification Escrow Amount Representative, and subject shall have no duty or obligation to determine whether the provisions sale satisfies the requirements of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 (the "Surplus Indemnification Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interests in the Surplus Indemnification Escrow AmountSection 1.