Common use of Termination of Escrow Clause in Contracts

Termination of Escrow. On ___, 2007 (the “Termination Date”), Escrow Agent shall distribute all of the remaining Escrow Amount to the Nxxxxxxxxx Parties, unless any Claims for Indemnification are then pending, in which case (i) there shall be retained in the Escrow Account (in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the remaining balance of the Escrow Amount after such retention will be so disbursed by Escrow Agent to the Nxxxxxxxxx Parties (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination of this Agreement.

Termination of Escrow. On ___, 2007 (a) No later than the “second (2nd) business day following the Termination Date”), Escrow Agent shall distribute all of the remaining Escrow Amount to the Nxxxxxxxxx Parties, unless any Claims for Indemnification are then have previously been asserted by delivery of a Draw Notice under Section 2(c) and continue to be pending, Agent shall promptly disburse the Assets to Seller or to any persons designated by Seller in which case (i) there shall be retained in writing, together with any interest and/or dividends received on the Escrow Account (in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share)Assets. If, which when multiplied by the Closing Price as of the Termination Date, any Claims have previously been asserted by delivery of a Draw Notice under Section 2(c) and added then continue to be pending, Agent shall disburse the Assets to Seller as contemplated by the immediately preceding sentence; provided, however that Agent shall exclude from such disbursement to Seller, and shall continue to hold as Assets hereunder, such of the Assets having an aggregate value equal to the remaining Cash Deposit, if any, equals the maximum amount of all such pending Claims under Section 2(c) (as shown in the Draw Notices relating to such Claims, the “Indemnity Holdback Amount”). Agent will thereafter disburse or continue to hold as Assets the Indemnity Holdback Amount in accordance with the provisions of Section 3(b). (b) From and after the Termination Date, each Claim that has been previously asserted prior to the Termination Date by delivery of a Draw Notice under Section 2(c), and continues to be pending on the Termination Date (“Pending Claims”), and for Indemnificationwhich an amount was included in the Indemnity Holdback Amount, as applicable, shall be treated as follows: (i) if a Counter Notice relating to such Pending Claim was not delivered by Seller prior to the Termination Date, and is not delivered by Seller within the applicable period following receipt by Agent and Seller of the Draw Notice relating to such Pending Claim, Agent shall promptly thereafter disburse to Buyer such amount of Assets, having an aggregate value equal to the amount claimed in the Draw Notice relating to such Pending Claim from the Indemnity Holdback Amount in accordance with Section 2(c); or (ii) if a Counter Notice relating to such Pending Claim was delivered by Seller prior to the remaining balance Termination Date, or is delivered by Seller within the applicable period following receipt by Agent and Seller of the Escrow Amount after Draw Notice relating to such retention will be so disbursed by Escrow Agent to the Nxxxxxxxxx Parties (pursuant to joint written instructions in the form of Exhibit B attached to this AgreementPending Claim, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow then Agent shall disburse any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement portion of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination Assets to Buyer only as specifically contemplated by Section 2(d) of this Agreement.Schedule II. A/72319147.1

Termination of Escrow. On (a) Commencing on [______________, 2007 2013]2, and on the ___3 day of each calendar month thereafter until [______________, 2016]4 (the each, a “Termination Monthly Release Date”), Escrow Agent shall pay and distribute all to Seller up to Seventy Thousand and No/100 Dollars ($70,000) from the amount then remaining in the Escrow Fund, if any (the “Monthly Release Amount”), unless (i) the amount then remaining in the Escrow Fund equals or is less than Five Million and No/100 Dollars ($5,000,000.00), in which case no Monthly Release Amount shall be payable, paid or distributed under this Agreement, (ii) any Claims are then pending on such Monthly Release Date, in which case, subject to the provisions of clause (iii) of this Section 4(a), the Monthly Release Amount shall only be paid and distributed to Seller from the amount then remaining in the Escrow Fund in the event that (x) the amount then remaining in the Escrow Fund on such Monthly Release Date, minus (y) an amount equal to the aggregate dollar amount of such Claims (as shown in the Notices of such Claims), equals or exceeds the Monthly Release Amount, or (iii) Purchaser has given notice to Seller and Escrow Agent specifying in reasonable detail (A) the nature of any other claim it may have under Article XI of the Purchase Agreement with respect to which it is unable to specify the amount of Losses or potential Losses, or (B) of any outstanding Excluded Liability or Excluded Litigation with respect to which it is unable to specify the amount of Losses or potential Losses, in which case the Monthly Release Amount that is otherwise payable on such Monthly Release Date hereunder shall not be payable, paid or distributed to Seller. Any right of Seller to receive payment and distribution of the Monthly Release Amounts shall not accumulate, and no Monthly Release Amount that is not paid or distributed in accordance this Section 4(a) shall accrue or become payable at any time after the applicable Monthly Release Date. 2 INSERT DATE THAT IS ONE CALENDAR MONTH AFTER THE CLOSING DATE. 3 INSERT THE SAME DAY OF THE MONTH. 4 INSERT DATE THAT IS THE THIRD ANNIVERSARY OF THE CLOSING DATE. (b) On [______________, 2016]5, Escrow Agent shall pay and distribute the then remaining amount of the Escrow Amount Fund, if any, to the Nxxxxxxxxx PartiesSeller, unless (i) any Claims for Indemnification are then pending, in which case an amount equal to the aggregate dollar amount of such Claims (ias shown in the Notices of such Claims) there shall be retained by Escrow Agent in the Escrow Account Fund (in and the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Depositbalance, if any, equals paid to Seller), or (ii) Purchaser has given notice to Seller and Escrow Agent specifying in reasonable detail (A) the nature of any other claim it may have under Article XI of the Purchase Agreement with respect to which it is unable to specify the amount of such pending Claims for Indemnification; Losses or potential Losses, or (iiB) of any outstanding Excluded Liability or Excluded Litigation with respect to which it is unable to specify the remaining balance amount of Losses or potential Losses, in which case the entire Escrow Amount after such retention will Fund shall be so disbursed retained by Escrow Agent to the Nxxxxxxxxx Parties (pursuant to Agent, in either case until it receives joint written instructions in the form of Exhibit B attached to this AgreementPurchaser and Seller or a final, signed nonappealable order of a court of competent jurisdiction as contemplated by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx PartiesSection 3(b); and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination of this Agreement.

Termination of Escrow. (a) The Escrow Funds shall be distributed to the Sellers as follows: (i) On ___the Purchase Price Adjustment Date (as defined below), 2007 a Joint Direction will be given to the Escrow Agent who shall be instructed to distribute (A) to Buyer any amount due Buyer pursuant to Section 1.7(c)(ii) and (iii) of the Asset Purchase Agreement (the “Termination Date”)"Working Capital Payment") and (B) to the Sellers in accordance with the allocation percentages set forth on Schedule A (the "Allocations") an amount equal to $500,000 less the amount of any Working Capital Payment made to Buyer. In the event that the Working Capital Payment due to Buyer equals or exceeds $500,000, then no distribution shall be made to Sellers pursuant to this Section 2.5(a)(i) and Buyer may, at its option, make an Indemnity Claim Notice with respect to such excess as to any remaining Escrow Funds. (ii) On April 30, 2001, a Joint Direction will be given to the Escrow Agent who shall be instructed to distribute to the Sellers in accordance with the Allocations a specified amount such that the remaining Escrow Funds after such distribution shall equal the lesser of (A) the sum of all Pending Claim Amounts or (B) the amount of the remaining Escrow Amount Funds prior to such distribution. (b) On the Termination Date (as defined below), this Escrow Agreement shall terminate and a Joint Direction shall be given to the Nxxxxxxxxx PartiesEscrow Agent instructing it to distribute to the Sellers in accordance with the Allocations the then remaining balance, unless any Claims for Indemnification are then pendingif any, in which case of the Escrow Funds. For purposes of this Escrow Agreement, "Termination Date" shall mean the earlier of: (i) the first day on which there shall be retained are no Escrow Funds remaining in the Escrow Account (in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the remaining balance later of: (x) April 30, 2001, or (y) if any portion of the Escrow Amount after Funds is the subject of one or more pending Indemnity Claim Notices, the subsequent date on which there has been a final disposition of all such retention will be so disbursed by Escrow Agent to the Nxxxxxxxxx Parties (Indemnity Claim Notices pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination Sections 2.3 or 2.4 of this Escrow Agreement.

Termination of Escrow. On ___As soon as possible but in no event later than the fifth (5th) business day following the expiration of the Survival Period (or, 2007 if later, the fifth (5th) business day after receiving joint written instructions from the “Termination Date”Stockholders), the Escrow Agent shall distribute all of the remaining Escrow Amount to the Nxxxxxxxxx Parties, unless any Claims for Indemnification are then pending, in which case (i) there shall be retained in the Escrow Account (in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the remaining balance of the Escrow Amount after such retention will be so disbursed by Escrow Agent Fund to the Nxxxxxxxxx Parties (Stockholders pursuant to joint written instructions from the Stockholders (which shall include instructions as to the allocation among the Stockholders and necessary registration and delivery instructions), unless (i) if any Claims are then pending, the amount (if any) by which the Escrow Fund exceeds Quest's reasonable good faith estimate of its maximum exposure to Losses (as defined in the form Merger Agreement) with respect to then-pending Claims shall be retained by the Escrow Agent in escrow, provided that with respect to Claims based upon Section 12(a)(iii) of Exhibit B attached to this the Merger Agreement, signed by Alpha Inc. the aggregate remaining amount of the Second Threshold Amount (as defined in the Merger Agreement) (after deducting applicable Losses against the initial Second Threshold Amount) shall be deducted from such estimate of its maximum exposure to Losses or (ii) QuadraMed has given written notice to the Stockholders and the Sellers Representative on behalf Escrow Agent specifying in reasonable detail the nature of any other Claim they may have under Article XII of the Nxxxxxxxxx Parties); Merger Agreement with respect to which they are unable to specify the amount of any claims, demands, actions, causes of actions, losses, costs, damages, liabilities and (iii) expenses including, without limitation, legal fees and expenses, but as each to which QuadraMed sets forth therein a good faith estimate of the reasonably foreseeable maximum amount of such Claim, in which case an amount of the Escrow Fund equal to QuadraMed's good faith estimate of the reasonably foreseeable maximum amount of such Claim for Indemnification is resolved (as set forth in such notice) shall be retained by a Final Determination, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx PartiesAgent, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to in either case until it receives joint written instructions of QuadraMed and the Stockholders or a final non-appealable order of a court of competent jurisdiction pursuant to Section 13 below (the aggregate amount of any such Claims as described in clauses (i) or (ii) above being referred to herein as the "Aggregate Survival Period Pending Claims"), in each case to the extent of the remaining Escrow Fund. As among each of QuadraMed and the Stockholders, it is agreed that any such pending Claim (as described in clause (i) or (ii) of the preceding sentence) that upon the expiration of the Survival Period is not the subject of written correspondence threatening or actual commencement of litigation, arbitration or other proceeding shall be deemed resolved (a "Resolved Claim") and no amount shall be included in the form of Exhibit B attached Aggregate Survival Period Pending Claims with respect to such claims. Any such distribution or payment to be made pursuant to this Agreement, signed Section 4 shall be made in the manner contemplated by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties)Section 2 above. The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse have no duty to calculate the amount of shares with an aggregate Fair Market Value equal to the aggregate dollar amount of any amounts required under this §6 within five Business Days of receipt Claims, but may rely conclusively upon the specifications of such joint amounts by the other parties hereto in their written requests and instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination of this Agreement.

Termination of Escrow. (a) On ___, 2007 the first business day following the 24 months after the Closing (the “Termination Date”)"ESCROW RELEASE DATE") and subject to Section 3(b) of this Escrow Agreement, unless any Indemnification Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, the Escrow Agent shall distribute all promptly disburse the shares of Company Common Stock in the Escrow Fund to the Former Shareholders in accordance with their respective Pro Rata Percentages. (b) If any Indemnification Claims were asserted by delivery of a Claim Notice in accordance with Section 2(a) prior to the Indemnity Termination Date with respect to such Indemnification Claims and such Indemnification Claims continue to be unresolved as of the remaining Escrow Amount Release Date (such Indemnification Claims, "PENDING CLAIMS"), the Escrow Agent shall disburse the shares of Company Common Stock in the Escrow Fund to the Nxxxxxxxxx PartiesFormer Shareholders in accordance with Secion 3(a); provided, unless however, that the Escrow Agent shall exclude from such disbursement to each Former Shareholder, and shall continue to hold in the Escrow Fund hereunder, for each Former Shareholder, that number of such Former Shareholder's shares of Common Stock (the "INDEMNITY HOLDBACK SHARES") equal to the aggregate of (a) such Former Shareholder's Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 120% of the aggregate Indemnification Amounts of all then Pending Claims (such aggregate amount, the "INDEMNIFICATION HOLDBACK AMOUNT"); provided, however, that, any Claims for Former Shareholder may, within 10 business days of the Escrow Release Date, deliver to the Escrow Agent, cash (or with the approval of the Company not to be unreasonably withheld, a letter of credit) in an amount equal to (a) such Former Shareholder's Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 100% of the aggregate of the Indemnification are then pendingAmounts of all such pending Indemnification Claims, in which case the Escrow Agent shall promptly disburse to such Former Shareholder all of the Indemnity Holdback Shares of such Former Shareholder. Any such cash (or letter of credit) deposited by a Former Shareholder in lieu of Indemnity Holdback Shares shall be referred to as such Former Shareholder's "ESCROW ASSETS." After the Escrow Release Date, the Escrow Agent shall disburse or continue to hold in the Escrow Fund the Indemnity Holdback Shares or Escrow Assets of each Former Shareholder, as the case may be, in accordance with the provisions of Section 3(b) of this Escrow Agreement. (c) From and after the Escrow Release Date, each Pending Claim for which an Indemnification Amount was included in the Indemnification Holdback Amount, shall be treated as follows: (i) there shall be retained in if a Counter Notice relating to such Pending Claim was not timely delivered by the Shareholders' Representative, then the Escrow Account (in the proportion that each form of Escrow Amount bears Agent shall promptly thereafter disburse to the total Escrow AmountCompany, with respect to each Former Shareholder, (A) a whole such number of Alpha such Former Shareholder's Indemnity Holdback Shares having an aggregate Market Value (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price measured as of the Termination Datedate of the applicable Claim Notice) equal to, or (B) cash from such Former Shareholder's Escrow Assets in an amount equal to such Former Shareholder's Pro Rata Percentage of the Indemnification Amount included in the Indemnity Holdback Amount and added claimed in the Claim Notice relating to the remaining Cash Deposit, if any, equals the amount of such pending Claims for IndemnificationPending Claim ; and (ii) if a Counter Notice relating to such Pending Claim was timely delivered by the remaining balance of Shareholders' Representative, then the Escrow Amount after such retention will be so disbursed by Escrow Agent shall thereafter either (A) disburse to the Nxxxxxxxxx Parties Company and each Former Shareholder, (pursuant to x) such number of such Former Shareholder's Indemnity Holdback Shares having an aggregate Market Value equal to, or (y) cash from such Former Shareholder's Escrow Assets in an amount agreed by, and set forth in joint written instructions to the Escrow Agent from, the Company and the Shareholders' Representative (in which case, the date that the Market Value of the Indemnity Holdback Shares shall be calculated for purposes of paying the Pending Claims shall be specified in the form of Exhibit B attached joint instructions), or (B) disburse Indemnity Holdback Shares and/or cash from such Former Shareholder's Escrow Assets in accordance with any final judgment with no further right to this Agreementappeal, signed by Alpha Inc. and upon an award rendered with respect to the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iii) as each such Pending Claim for Indemnification is resolved by a Final Determination, court of competent jurisdiction (in which case the Market Value of any amount retained with respect thereto that remains in the Escrow Account after such resolution will Indemnity Holdback Shares to be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement Company to pay the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. Pending Claims shall be calculated based on and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days as of the date of such Final Determination final judgment). (d) In the event that PSS, his affiliates and any PSS Entities at any time become the beneficial owner of all of the outstanding shares of Company Common Stock during the term of this Agreement, the Shareholders' Representative and the Company shall promptly deliver a joint written notice to the Escrow Agent, instructing the Escrow Agent to distribute to the Former Shareholders all the shares of Company Common Stock or Escrow Assets in the Escrow Fund, and the Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of act in accordance with such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of instructions and thereupon the Escrow Amount, provided that the provisions of §0, §00 Agent's duties hereunder shall cease and §11 this agreement automatically shall survive the termination of this Agreementterminate.

Termination of Escrow. (a) On ___, 2007 the first business day following the 24 months after the Closing (the “Escrow Release Date”) and subject to Section 3(b) of this Escrow Agreement, unless any Indemnification Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, the Escrow Agent shall promptly disburse the shares of Company Common Stock in the Escrow Fund to the Former Shareholders in accordance with their respective Pro Rata Percentages. (b) If any Indemnification Claims were asserted by delivery of a Claim Notice in accordance with Section 2(a) prior to the Indemnity Termination DateDate with respect to such Indemnification Claims and such Indemnification Claims continue to be unresolved as of the Escrow Release Date (such Indemnification Claims, “Pending Claims”), the Escrow Agent shall distribute all disburse the shares of Company Common Stock in the Escrow Fund to the Former Shareholders in accordance with Secion 3(a); provided, however, that the Escrow Agent shall exclude from such disbursement to each Former Shareholder, and shall continue to hold in the Escrow Fund hereunder, for each Former Shareholder, that number of such Former Shareholder’s shares of Common Stock (the “Indemnity Holdback Shares”) equal to the aggregate of (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the remaining Escrow Amount Release Date equal to 120% of the aggregate Indemnification Amounts of all then Pending Claims (such aggregate amount, the “Indemnification Holdback Amount”); provided, however, that, any Former Shareholder may, within 10 business days of the Escrow Release Date, deliver to the Nxxxxxxxxx PartiesEscrow Agent, unless any Claims for cash (or with the approval of the Company not to be unreasonably withheld, a letter of credit) in an amount equal to (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 100% of the aggregate of the Indemnification are then pendingAmounts of all such pending Indemnification Claims, in which case the Escrow Agent shall promptly disburse to such Former Shareholder all of the Indemnity Holdback Shares of such Former Shareholder. Any such cash (or letter of credit) deposited by a Former Shareholder in lieu of Indemnity Holdback Shares shall be referred to as such Former Shareholder’s “Escrow Assets.” After the Escrow Release Date, the Escrow Agent shall disburse or continue to hold in the Escrow Fund the Indemnity Holdback Shares or Escrow Assets of each Former Shareholder, as the case may be, in accordance with the provisions of Section 3(b) of this Escrow Agreement. (c) From and after the Escrow Release Date, each Pending Claim for which an Indemnification Amount was included in the Indemnification Holdback Amount, shall be treated as follows: (i) there shall be retained in if a Counter Notice relating to such Pending Claim was not timely delivered by the Shareholders’ Representative, then the Escrow Account (in the proportion that each form of Escrow Amount bears Agent shall promptly thereafter disburse to the total Escrow AmountCompany, with respect to each Former Shareholder, (A) a whole such number of Alpha such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price measured as of the Termination Datedate of the applicable Claim Notice) equal to, or (B) cash from such Former Shareholder’s Escrow Assets in an amount equal to such Former Shareholder’s Pro Rata Percentage of the Indemnification Amount included in the Indemnity Holdback Amount and added claimed in the Claim Notice relating to the remaining Cash Deposit, if any, equals the amount of such pending Claims for IndemnificationPending Claim ; and (ii) if a Counter Notice relating to such Pending Claim was timely delivered by the remaining balance of Shareholders’ Representative, then the Escrow Amount after such retention will be so disbursed by Escrow Agent shall thereafter either (A) disburse to the Nxxxxxxxxx Parties Company and each Former Shareholder, (pursuant to x) such number of such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value equal to, or (y) cash from such Former Shareholder’s Escrow Assets in an amount agreed by, and set forth in joint written instructions to the Escrow Agent from, the Company and the Shareholders’ Representative (in which case, the date that the Market Value of the Indemnity Holdback Shares shall be calculated for purposes of paying the Pending Claims shall be specified in the form of Exhibit B attached joint instructions), or (B) disburse Indemnity Holdback Shares and/or cash from such Former Shareholder’s Escrow Assets in accordance with any final judgment with no further right to this Agreementappeal, signed by Alpha Inc. and upon an award rendered with respect to the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iii) as each such Pending Claim for Indemnification is resolved by a Final Determination, court of competent jurisdiction (in which case the Market Value of any amount retained with respect thereto that remains in the Escrow Account after such resolution will Indemnity Holdback Shares to be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement Company to pay the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. Pending Claims shall be calculated based on and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days as of the date of such Final Determination final judgment). (d) In the event that PSS, his affiliates and any PSS Entities at any time become the beneficial owner of all of the outstanding shares of Company Common Stock during the term of this Agreement, the Shareholders’ Representative and the Company shall promptly deliver a joint written notice to the Escrow Agent, instructing the Escrow Agent to distribute to the Former Shareholders all the shares of Company Common Stock or Escrow Assets in the Escrow Fund, and the Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of act in accordance with such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of instructions and thereupon the Escrow Amount, provided that the provisions of §0, §00 Agent’s duties hereunder shall cease and §11 this agreement automatically shall survive the termination of this Agreementterminate.

Termination of Escrow. (a) On ___, 2007 (the “Reserved Credit Escrow Termination Date”), Escrow Agent shall pay and distribute all of the remaining Escrow Amount to Buyer an amount equal to the Nxxxxxxxxx Parties, unless any Claims for Indemnification are then pending, in which case (i) there shall be retained in the Escrow Account (in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the then-remaining balance of the Reserved Credit Escrow Amount (after such retention will deduction for Excess Payments then due and unpaid), and Seller Representative (on behalf of the Sellers listed on Schedule 1) shall have the option to purchase any Especially Reserved Credit from Buyer (each an “Option”). The purchase price with respect to each Option (the “Option Purchase Price”) shall be so disbursed by Escrow Agent (i) the outstanding principal and accrued but unpaid interest with respect to the Nxxxxxxxxx Parties applicable Especially Reserved Credit as of the Reserved Credit Escrow Termination Date, plus (ii) all collection, foreclosure and sale costs and expenses incurred by Buyer with respect to such Especially Reserved Credit, less (iii) the escrow amount assigned to such Especially Reserved Credit in Exhibit A, net of any payments to such Sellers pursuant to joint written instructions in the form Section 4 of Exhibit B attached this Escrow Agreement with respect to this Agreement, signed by Alpha Inc. such Especially Reserved Credit. Upon Seller Representative’s exercise of any Option and the Sellers delivery of the Option Purchase Price to Buyer, Buyer shall assign to Seller Representative on behalf of all Sellers, without recourse, representation or warranty of any type or nature, all of Buyer’s right, title and interest in and to the Nxxxxxxxxx Partiesapplicable Especially Reserved Credit. (b) In the event Seller Representative determines to purchase any Option in respect to an Especially Reserved Credit (as set forth in Section 7(a)), upon request of Seller Representative, Escrow Agent shall withdraw the Option Purchase Price for such Especially Reserved Credit from any amounts then due Sellers pursuant to Section 4 hereof, whether or not related to the Especially Reserved Credit being purchased. In the event amounts due Sellers under Section 4 are not sufficient to pay the Option Purchase Price to Buyer, Seller Representative may, within ten (10) days after notice from Escrow Agent of such insufficiency, terminate the purchase of any Option for which funds are not available without liability to Buyer. (c) On the Indemnification Escrow Termination Date, Escrow Agent shall pay and distribute to Sellers, pro rata in accordance with the percentages set forth on Schedule 1, an amount equal to the then-remaining balance of the Indemnification Escrow; and (iii) as each such Claim for Indemnification is resolved by a Final Determinationprovided, however, if any amount retained with respect thereto that remains Indemnity Claims are then pending or Buyer has given Escrow Agent notice of any potential Indemnity Claims, Escrow Agent shall retain in the Escrow Account after such resolution will be disbursed by Escrow Agent Fund an amount equal to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to aggregate Damages of such Indemnity Claims until it receives joint written instructions in the form of Exhibit B attached to Buyer and Seller Representative or a final non-appealable order of a court of competent jurisdiction as contemplated by Section 3(d) of this Escrow Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Partiesbalance shall be paid as described in this Section 7(c). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination of this Agreement.

Termination of Escrow. (a) On ___the second business day following the Indemnity Termination Date and subject to Section 4(c) of this Escrow Agreement, 2007 (the “Termination Date”)unless any Claims have previously been asserted by delivery of a Notice under Section 2(a) and continue to be pending, Escrow Agent shall distribute all promptly disburse the shares of the remaining Escrow Amount to the Nxxxxxxxxx Parties, unless any Claims for Indemnification are then pending, in which case (i) there shall be retained Parent Common Stock in the Escrow Account (in the proportion that each form of Escrow Amount bears Fund to the total Escrow Amount) a whole number of Alpha Shares Stockholders’ Representative (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the remaining balance of the Escrow Amount after such retention will be so disbursed by Escrow Agent to the Nxxxxxxxxx Parties (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx PartiesFormer Stockholders). If, as of the Indemnity Termination Date, any Claims have previously been asserted by delivery of a Notice under Section 2(a) prior to the Indemnity Termination Date and then continue to be pending, Escrow Agent shall disburse the shares of Parent Common Stock in the Indemnity Fund to the Stockholders’ Representative (to be distributed to the Former Stockholders); and (iii) as each such Claim for Indemnification is resolved by a Final Determinationprovided, any amount retained with respect thereto however, that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any shall exclude from such disbursement to the Alpha Parties resulting from the Final Determination Stockholders’ Representative (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx PartiesFormer Stockholders), and shall continue to hold in the Indemnity Fund hereunder, such number of shares of Parent Common Stock having an aggregate value equal to the maximum amount of all such pending Claims under Section 2(a) (as shown in the Notices relating to such Claims, the “Indemnity Holdback Amount”). The Alpha Parties Escrow Agent will thereafter disburse or continue to hold as the Indemnity Fund the Indemnity Holdback Amount in accordance with the provisions of Section 3(b) of this Escrow Agreement. (b) From and after the Indemnity Termination Date, each Claim that has been previously asserted prior to the Indemnity Termination Date by delivery of a Notice under Section 2(a) and continues to be pending on the Indemnity Termination Date (“Pending Claims”), and for which an amount was included in the Indemnity Holdback Amount, shall be treated as follows: (i) if a Counter Notice relating to such Pending Claim was not delivered by the Stockholders’ Representative prior to the Indemnity Termination Date and is not delivered by the Stockholders’ Representative within the applicable period following receipt by Escrow Agent and the Nxxxxxxxxx Parties shall furnish Stockholders’ Representative of the Notice relating to such Pending Claim, then Escrow Agent shall promptly thereafter deliver to Parent such number of shares of Parent Common Stock having an aggregate value equal to the joint written instructions required amount claimed in the Notice relating to such Pending Claim from the Indemnity Holdback Amount; and (ii) if a Counter Notice relating to such Pending Claim was delivered by this §6 the Stockholders’ Representative prior to the Indemnity Termination Date or is delivered by the Stockholders’ Representative within five Business Days the applicable period following receipt by Escrow Agent and the Stockholders’ Representative of the date of Notice relating to such Final Determination and Pending Claim, then Escrow Agent shall disburse any amounts required under this §6 within five Business Days the shares of receipt of such joint written instructions. This Agreement shall Parent Common Stock in any event terminate on the complete disbursement of the Escrow Amount, provided that Indemnity Fund in accordance with the provisions of §0, §00 and §11 shall survive the termination Section 2(b) of this Escrow Agreement. (c) Notwithstanding any obligation to distribute to the Former Stockholders under other provisions of this Escrow Agreement, the Stockholders’ Representative, may retain, and not distribute, such funds in the Expense Fund, as it may reasonably determine, to fulfill the Stockholders’ Representative’s obligations as the Stockholders’ Representative under the Agreement and this Escrow Agreement, including, without limitation, such funds as it reasonably determines may be necessary to cover any Claims and the related fees and expenses.

Termination of Escrow. On ___(a) Not later than three (3) Business Days after November 2, 2007 2005 (the “Termination "Initial Distribution Date”"), Escrow Agent shall distribute all initiate payment and distribution to Parent or its assigns of eighty percent (80%) of the remaining Escrow Amount to the Nxxxxxxxxx Parties, unless Deposit (including any Claims for Indemnification are then pending, in which case (i) there shall be retained in the Escrow Account (in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Shareearnings thereon), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals less the amount sum of such pending Claims for Indemnification; the Claimed Amounts set forth in Claim Notices given on or before the Initial Distribution Date, excluding Claimed Amounts (or any portion thereof) (i) which have been paid from the Escrow Deposit, or (ii) as to which Parent has given a Counter Notice and subsequent to which Parent and Buyer jointly have instructed Escrow Agent that such amount (or the remaining balance certain portions thereof) no longer constitutes a Claimed Amount. (b) Not later than three (3) Business Days after November 2, 2007 (the "Final Distribution Date"), Escrow Agent shall initiate payment and distribution to Parent or its assigns the excess, if any, of the Escrow Amount after Deposit (including any earnings thereon) less the sum of the Claimed Amounts set forth in Claim Notices given on or before the Final Distribution Date, excluding Claimed Amounts (or any portion thereof) (i) which have been paid from the Escrow Deposit, or (ii) as to which Parent has given a Counter Notice and subsequent to which Parent and Buyer jointly have instructed Escrow Agent that such retention will amount (or the certain portions thereof) no longer constitutes a Claimed Amount. (c) If, following the Final Distribution Date, Escrow Agent retains in escrow any portion of the Escrow Deposit, as calculated pursuant to Section 5(a), such portion of the Escrow Deposit shall continue to be so disbursed held by Escrow Agent to the Nxxxxxxxxx Parties (pursuant to joint written instructions until distributed in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount retained accordance with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination of this AgreementSection 4.

Termination of Escrow. On ___October 26, 2007 (the “"Termination Date”"), Escrow Agent shall distribute all of the remaining Escrow Amount to the Nxxxxxxxxx Xxxxxxxxxx Parties, unless any Claims for Indemnification are then pending, in which case (i) there shall be retained in the Escrow Account (in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares Shares, as determined by Alpha Parties and the Sellers Representative in writing to Escrow Agent, (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the remaining balance of the Escrow Amount after such retention will be so disbursed by Escrow Agent to the Nxxxxxxxxx Xxxxxxxxxx Parties (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Xxxxxxxxxx Parties); and (iii) as each such Claim for Indemnification is resolved by a Final Determination, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Xxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Xxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Xxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §Section 6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this §Section 6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0Section 7, §00 Section 10 and §Section 11 shall survive the termination of this Agreement.

Termination of Escrow. (a) On ___, 2007 (the “Termination Date”), Second Anniversary the Escrow Agent shall distribute all transfer to each Shareholder, in accordance with the Shareholder Percentages, a number of the Escrowed Amcast Shares then remaining Escrow Amount to the Nxxxxxxxxx Parties, unless any Claims for Indemnification are then pending, in which case (i) there shall be retained in the Escrow Account (Fund calculated as follows: the number of Escrowed Amcast Shares remaining in the proportion that each form of Escrow Amount bears to the total Escrow Amount) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share), which when Fund shall be multiplied by the Closing Share Payment Price as on the Second Anniversary; the resulting product in United States Dollars shall be reduced by the AMOUNT CALCULATED PURSUANT TO SECTION 9.2 (A) (II) (B) OF THE SHARE PURCHASE AGREEMENT; the resulting difference shall be divided by the Share Payment Price on such date, and the resulting number of Escrowed Amcast Shares shall be transfered to the Shareholders in accordance with the Shareholder Percentages. (b) On December 31, 2000, the Escrow Agent shall transfer to each Shareholder, in accordance with the Shareholder Percentages, a number of the Termination Date, and added to Escrowed Amcast Shares then remaining in the remaining Cash DepositEscrow Fund, if any, equals calculated as follows: the amount number of Escrowed Amcast Shares remaining in the Escrow Fund shall be multiplied by the Share Payment Price on such pending Claims for Indemnificationdate; the resulting product in United States Dollars, less the AMOUNT CALCULATED PURSUANT TO SECTION 9.2 (iiA) (II) (D) OF THE SHARE PURCHASE AGREEMENT; the resulting difference shall be divided by the Share Payment Price on such date, and the resulting number of Escrowed Amcast Shares shall be transfered to the Shareholders in accordance with the Shareholder Percentages. (c) On December 31, 2001, the Escrow Agent shall transfer to each Shareholder, in accordance with the Shareholder Percentages, a number of the Escrowed Amcast Shares then remaining balance in the Escrow Fund, if any, calculated as follows: the number of Escrowed Amcast Shares remaining in the Escrow Fund shall be multiplied by the Share Payment Price on such date; the resulting product in United States Dollars, less the AMOUNT CALCULATED PURSUANT TO SECTION 9.2 (A) (II) (E) OF THE SHARE PURCHASE AGREEMENT; the resulting difference shall be divided by the Share Payment Price on such date, and the 83 resulting number of Escrowed Amcast Shares shall be transfered to the Shareholders in accordance with the Shareholder Percentages (d) Subject to Section 2.6(e) of this Escrow Agreement, on the Termination Date this Escrow Agreement shall terminate and the Escrow Agent shall transfer to each Shareholder, in accordance with the Shareholder Percentages, the number of shares then remaining, if any, in the Escrow Fund. (e) The Escrow Agent shall deduct from any amounts otherwise payable to the Shareholders under Section 2.6(d) of this Escrow Agreement and shall retain, and this Escrow Agreement shall continue as to, any portion of the Escrow Amount after such retention will be so disbursed by Fund which is the subject of an Escrow Agent Claim Notice and as to the Nxxxxxxxxx Parties (which no final disposition has been made pursuant to joint written instructions in the form Sections 2.4 or 2.5 of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf Escrow Agreement until final disposition of the Nxxxxxxxxx Parties); and (iii) as each such all Escrow Claim for Indemnification is resolved by a Final Determination, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (Notices pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination Section 2.4 or 2.5 of this Escrow Agreement.

Termination of Escrow. On ___, 2007 (a) Promptly following the “Termination second anniversary of the Closing Date”), Escrow Agent shall pay and distribute all of the amount then remaining Escrow Amount in the General Fund to the Nxxxxxxxxx PartiesSellers (50% to Freeman and 50% to Griffin), unless (i) any Claims for Indemnification are then pending, xx xxxxh case an amxxxx xxual to the aggregate dollar amount of such Claims (as shown in the Notices of such Claims) shall be retained by Escrow Agent in the Escrow Fund (and the balance paid to Sellers in such proportions) or (ii) Buyer has given notice to Sellers and Escrow Agent specifying in reasonable detail the nature of any other claim it may have under Section 10 of the Purchase Agreement with respect to which it is unable to specify the amount of Damages, in which case (i) there their entire Escrow Fund shall be retained by Escrow Agent, in either case until it receives joint written instructions of Buyer and Sellers or a final non-appealable order of a court of competent jurisdiction as contemplated by Section 3(b). (b) On the seventh anniversary of the Closing Date, Escrow Agent shall pay to Sellers (50% to Freeman and 50% to Griffin) the amounts then remaining in the Escrow Account Income Xxx Xxxd and the Tax Xxxx. (in the proportion that each form of Escrow Amount bears to the total Escrow Amountc) a whole number of Alpha Shares (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price as of the Termination Date, and added to the remaining Cash Deposit, if any, equals the amount of such pending Claims for Indemnification; (ii) the remaining balance of the Escrow Amount after such retention will be so disbursed Promptly upon receipt by Escrow Agent of written notice from Buyer (a copy of which shall be contemporaneously sent by Buyer to Sellers) that the Nxxxxxxxxx Parties IBML Escrow Release Date (pursuant to joint written instructions as defined in the form Supplemental Agreement dated as of Exhibit B attached to this AgreementJune 16, signed by Alpha Inc. 1998 among Buyer and the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iiiSellers) as each such Claim for Indemnification is resolved by a Final Determinationhas occurred, any amount retained with respect thereto that remains in the Escrow Account after such resolution will be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement to the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days of the date of such Final Determination and Escrow Agent shall disburse pay to Sellers (50% to Freeman and 50% to Griffin) any amounts required under this §6 within five Business Days of receipt of such joint written instructions. This Agreement shall amount then remaining in any event terminate on the complete disbursement of the Escrow Amount, provided that the provisions of §0, §00 and §11 shall survive the termination of this AgreementIBML Funx.

Termination of Escrow. (a) On ___, 2007 the first business day following the 24 months after the Closing (the “Escrow Release Date”) and subject to Section 3(b) of this Escrow Agreement, unless any Indemnification Claims have previously been asserted by delivery of a Claim Notice in accordance with Section 2(a) and continue to be pending, the Escrow Agent shall promptly disburse the shares of Company Common Stock in the Escrow Fund to the Former Shareholders in accordance with their respective Pro Rata Percentages. (b) If any Indemnification Claims were asserted by delivery of a Claim Notice in accordance with Section 2(a) prior to the Indemnity Termination DateDate with respect to such Indemnification Claims and such Indemnification Claims continue to be unresolved as of the Escrow Release Date (such Indemnification Claims, “Pending Claims”), the Escrow Agent shall distribute all disburse the shares of Company Common Stock in the Escrow Fund to the Former Shareholders in accordance with Section 3(a); provided, however, that the Escrow Agent shall exclude from such disbursement to each Former Shareholder, and shall continue to hold in the Escrow Fund hereunder, for each Former Shareholder, that number of such Former Shareholder’s shares of Common Stock (the “Indemnity Holdback Shares”) equal to the aggregate of (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the remaining Escrow Amount Release Date equal to 120% of the aggregate Indemnification Amounts of all then Pending Claims (such aggregate amount, the “Indemnification Holdback Amount”); provided, however, that, any Former Shareholder may, within 10 business days of the Escrow Release Date, deliver to the Nxxxxxxxxx PartiesEscrow Agent, unless any Claims for cash (or with the approval of the Company not to be unreasonably withheld, a letter of credit) in an amount equal to (a) such Former Shareholder’s Pro Rata Percentage, multiplied by (b) the number of shares of Company Common Stock having an aggregate Market Value as of the Escrow Release Date equal to 100% of the aggregate of the Indemnification are then pendingAmounts of all such pending Indemnification Claims, in which case the Escrow Agent shall promptly disburse to such Former Shareholder all of the Indemnity Holdback Shares of such Former Shareholder. Any such cash (or letter of credit) deposited by a Former Shareholder in lieu of Indemnity Holdback Shares shall be referred to as such Former Shareholder’s “Escrow Assets.” After the Escrow Release Date, the Escrow Agent shall disburse or continue to hold in the Escrow Fund the Indemnity Holdback Shares or Escrow Assets of each Former Shareholder, as the case may be, in accordance with the provisions of Section 3(b) of this Escrow Agreement. (c) From and after the Escrow Release Date, each Pending Claim for which an Indemnification Amount was included in the Indemnification Holdback Amount, shall be treated as follows: (i) there shall be retained in if a Counter Notice relating to such Pending Claim was not timely delivered by the Shareholders’ Representative, then the Escrow Account (in the proportion that each form of Escrow Amount bears Agent shall promptly thereafter disburse to the total Escrow AmountCompany, with respect to each Former Shareholder, (A) a whole such number of Alpha such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value (rounded up or down to the nearest whole Alpha Share), which when multiplied by the Closing Price measured as of the Termination Datedate of the applicable Claim Notice) equal to, or (B) cash from such Former Shareholder’s Escrow Assets in an amount equal to such Former Shareholder’s Pro Rata Percentage of the Indemnification Amount included in the Indemnity Holdback Amount and added claimed in the Claim Notice relating to the remaining Cash Deposit, if any, equals the amount of such pending Claims for IndemnificationPending Claim ; and (ii) if a Counter Notice relating to such Pending Claim was timely delivered by the remaining balance of Shareholders’ Representative, then the Escrow Amount after such retention will be so disbursed by Escrow Agent shall thereafter either (A) disburse to the Nxxxxxxxxx Parties Company and each Former Shareholder, (pursuant to x) such number of such Former Shareholder’s Indemnity Holdback Shares having an aggregate Market Value equal to, or (y) cash from such Former Shareholder’s Escrow Assets in an amount agreed by, and set forth in joint written instructions to the Escrow Agent from, the Company and the Shareholders’ Representative (in which case, the date that the Market Value of the Indemnity Holdback Shares shall be calculated for purposes of paying the Pending Claims shall be specified in the form of Exhibit B attached joint instructions), or (B) disburse Indemnity Holdback Shares and/or cash from such Former Shareholder’s Escrow Assets in accordance with any final judgment with no further right to this Agreementappeal, signed by Alpha Inc. and upon an award rendered with respect to the Sellers Representative on behalf of the Nxxxxxxxxx Parties); and (iii) as each such Pending Claim for Indemnification is resolved by a Final Determination, court of competent jurisdiction (in which case the Market Value of any amount retained with respect thereto that remains in the Escrow Account after such resolution will Indemnity Holdback Shares to be disbursed by Escrow Agent to the Nxxxxxxxxx Parties, after any disbursement Company to pay the Alpha Parties resulting from the Final Determination (pursuant to joint written instructions in the form of Exhibit B attached to this Agreement, signed by Alpha Inc. Pending Claims shall be calculated based on and the Sellers Representative on behalf of the Nxxxxxxxxx Parties). The Alpha Parties and the Nxxxxxxxxx Parties shall furnish to Escrow Agent the joint written instructions required by this §6 within five Business Days as of the date of such Final Determination final judgment). (d) In the event that PSS, his affiliates and any PSS Entities at any time become the beneficial owner of all of the outstanding shares of Company Common Stock during the term of this Agreement, the Shareholders’ Representative and the Company shall promptly deliver a joint written notice to the Escrow Agent, instructing the Escrow Agent to distribute to the Former Shareholders all the shares of Company Common Stock or Escrow Assets in the Escrow Fund, and the Escrow Agent shall disburse any amounts required under this §6 within five Business Days of receipt of act in accordance with such joint written instructions. This Agreement shall in any event terminate on the complete disbursement of instructions and thereupon the Escrow Amount, provided that the provisions of §0, §00 Agent’s duties hereunder shall cease and §11 this agreement automatically shall survive the termination of this Agreementterminate.