Common use of Contested Claims Clause in Contracts

Contested Claims. In the event that the Holder gives written notice to Merilus USA and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA or Merilus Canada in a litigation or arbitration will await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA on the one hand and Merilus Canada and/or the Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable Claims") will be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested by the Holder, then the Escrow Agent will hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Merilus USA and the Holder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. receipt of a written notice from Merilus USA (a "Merilus Usa Distribution Notice") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will at the same time provide a copy of Merilus USA Distribution Notice to the Holder); or b. receipt of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will at the same time provide a copy of the Representative Distribution Notice to Merilus USA). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent will, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA Distribution Notice, as applicable, (a) release to Merilus USA of that portion of the Escrow Fund specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent will, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue to be held pursuant to the terms of this Escrow Agreement.

Contested Claims. In the event that the Holder Indemnification ---------------- Representative gives written notice to Merilus USA Cambridge and the Escrow Agent Custodian contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day --------------- period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Cambridge or Merilus Canada Excell in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Cambridge on the one hand and Merilus Canada Excell and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable Claims") will ), ----------------- shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Cambridge and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Escrow Agent Custodian that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Cambridge and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Cambridge (a "Merilus Usa Cambridge Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Cambridge shall at the same time provide a copy of Merilus USA the Cambridge Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USACambridge). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willCustodian shall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Cambridge Distribution Notice, as applicable, , (a) release to Merilus USA Cambridge the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willCustodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Holder Indemnification ---------------- Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period provided aboveabove (a "Contested Claim"), (i) matters relating to such Contested Claim that are subject to third party claims against Merilus USA --------------- Parent or Merilus Canada Opal in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitrationarbitration the time for appeal having passed, while and (ii) matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand hand, and Merilus Canada and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable ---------- Claims") will shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a). , If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Parent ------ Distribution Notice") attaching a copy of the final award or decision of the an ------------------- arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth the arbitrator Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If Upon the earliest occurrence of any of the three events described in the preceding sentence is (i) or (ii)sentence, the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the settlement agreement or Merilus USA Distribution Noticeone of the notices described in clauses (ii) or (iii) above, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to Date 1. In the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, event that the Escrow Agent will, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined institutes an action for interpleader in accordance with Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue to be held pursuant to the terms 4.6 of this Escrow AgreementAgreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Holder Indemnification Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day period provided aboveFirst Notice Period, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada INT'▇.▇▇▇ in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand and Merilus Canada INT'▇.▇▇▇ and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS") will shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares as specified in the Release Notice as Retained Escrow (as defined in Section 3.1) or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Distribution NoticePARENT DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Parent Distribution Notice as the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares and the related stock transfer powers. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder Holders the Retained balance of the Escrow (as defined Shares and the related stock transfer powers, pro rata in Section 3.1)accordance with EXHIBIT 1.1, provided that PROVIDED THAT if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Parent in satisfaction of Damages and Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares (determining value as provided in the penultimate sentence of Section 2.1 above, and in any event, subject to the first sentence of such Section 2.1) to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Holder gives written notice to Merilus USA Buyer and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Buyer or Merilus Canada the Company in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Buyer on the one hand and Merilus Canada the Company and/or the Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS") will shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Buyer and the Holder will shall be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested by the Holder, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Buyer and the Holder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Buyer (a "Merilus Usa Distribution NoticeBUYER DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Buyer shall at the same time provide a copy of Merilus USA the Buyer Distribution Notice to the Holder); or b. or (iii) receipt of a written notice from the Holder (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will shall at the same time provide a copy of the Representative Distribution Notice to Merilus USABuyer). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Buyer Distribution Notice, as applicable, , (a) release to Merilus USA Buyer of that portion of the Escrow Fund specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will shall continue to be held pursuant to the terms of this Escrow Agreement.

Contested Claims. In the event that the Holder Indemnification ---------------- Representative gives written notice to Merilus USA Parent and the Escrow Agent Custodian contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period --------------- provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada Calogic in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand and Merilus Canada Calogic and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable Claims") will shall be settled ----------------- in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Parent Average Closing Price notwithstanding any change in the market value of Parent Common Shares. If written notice is received by the Escrow Agent Custodian that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Parent Distribution Notice") attaching a copy of --------------------------- the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative -------------- Distribution Notice") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will at the same time provide a copy of Merilus USA Distribution Notice to the Holder); or b. receipt of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy of the final award or decision of the ------------------- arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willCustodian shall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willCustodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that Parent or the Holder Stockholder ---------------- Representative, as the case may be, gives written notice to Merilus USA other and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") --------------- within the 30-day period provided above, (i) matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada Horizon in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand hand, and Merilus Canada Horizon and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement and any disputes regarding an Acceleration Release ("Arbitrable Claims") will shall be ----------------- settled in accordance with Section 2.3(c) below. Parent and Stockholder Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Stockholder Representative agree that any Arbitrable Claim is between the Parent and Stockholder Representative, the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Stockholder Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Indemnification Escrow Shares or Goals Escrow Shares shall equal the Market Price. If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by Parent or the HolderStockholder Representative, as the case may be, then the Escrow Agent will shall hold hereunder after what would otherwise be the an Indemnification Release Date (as defined in Section 3.1 below) or a Goals Escrow Release Date (as defined in Section 3.3 below), the 140 number of Indemnification Escrow Shares or Goals Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Stockholder Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Parent Distribution Notice") attaching a copy of the final award or decision -------------------------- of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderStockholder Representative); or b. or (iii) receipt of a written notice from the Holder Stockholder Representative (a "Representative -------------- Distribution ------------ Notice") attaching a copy of the final award or decision of the an arbitrator under ------ paragraph (c) below that no Escrow Adjustments are to be made as a result of such award or the Escrow Adjustments are to be made to a Holder pursuant to an Acceleration Release (the Holder will Stockholder Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Indemnification Escrow Fund Shares or Goals Escrow Shares specified in the Escrow Adjustments and and (b) if the Indemnification Release Date or a Goals Escrow Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Goals Escrow Fund the balance of the Indemnification Escrow FundShares in accordance with Section 3.1 and 3.2 herein, or release to the Holders that portion of the Goals Escrow Shares which has vested pursuant to the Goals Schedule, on a Pro Rata Basis certified in writing to the Escrow Agent by the Stockholder Representative. If the earliest of the three events described above is (iii) and the Indemnification Release Date or a Goals Escrow Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the Representative Distribution Notice, subject to Section 12.17 herein, release to the Holder Goals Escrow Fund the balance of the Retained Indemnification Escrow (as defined in Section 3.1)) or release to the Holders that portion of the Retained Goals Escrow (as defined in Section 3.3) which has vested pursuant to the Goals Schedule, in accordance with the Holders' interests therein calculated on a Pro Rata Basis as certified in writing to the Escrow Agent by the Stockholder Representative, provided that if the Indemnification Release Date or a Goals Escrow Release Date has not occurred the Indemnification Escrow Fund will Shares and the Goals Escrow Shares shall continue to be held pursuant to the terms of this Agreement, provided however, that, notwithstanding any other provisions in this Section 2.3(b), the Escrow AgreementAgent shall release to any applicable Holder that portion of the Goals Escrow Shares as is owing pursuant to an Acceleration Release regardless of whether the Goals Release Date has occurred. If the award or decision of the arbitrator concludes that Indemnification Escrow Shares or Goals Escrow Shares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Indemnification Escrow Shares or Goals Escrow Shares to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In If the event that Lead Shareholder (or the Holder Relevant Shareholder, as applicable) gives written notice to Merilus USA and the Escrow Agent contesting all or a portion of a Notice of Claim to Talarian and the Escrow Agent (a "Contested Claim") within the 30-20 calendar day period provided above, matters relating to such Contested Claim that are subject to third party claims Claims brought against Merilus USA Talarian or Merilus Canada any other Claiming Party in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Talarian or any other Claiming Party on the one hand and Merilus Canada and/or the Holder Shareholders (or the Relevant Shareholder, as applicable) on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance non-performance of a party's obligations under the Reorganization this Agreement ("Arbitrable Claims") will shall be settled in accordance with Section 2.3(c) 4.4(c), below. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will shall be resolved as set forth above in Section 2.3(a4.4(a), above. If written notice is received by the Escrow Agent that a Notice of Claim is contested by the HolderShareholders (or the Relevant Shareholder, as applicable), then the Escrow Agent will shall hold hereunder in the Escrow Account, after what would otherwise be the First Release Date (or Second Release Date, as defined in Section 3.1 belowapplicable), Escrowed Shares having a value sufficient to cover Damages alleged in such Claim (valuing any Escrowed Shares at the 140 number Fair Market Value as of the date the Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, Agent receives notice that such Claim is being contested) until the earlier of: of (i) receipt of a settlement agreement executed by Merilus USA Talarian and the Holder Shareholders (or the Relevant Shareholder, as applicable) setting forth a the resolution of the Notice of Claim and setting forth the Escrow Adjustments; a. number of Escrowed Shares to be released to Talarian, or (ii) receipt of a written notice from Merilus USA Talarian (a "Merilus Usa Talarian Distribution Notice") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will at the same time provide a copy number of Merilus USA Distribution Notice to the Holder); or b. receipt of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are Escrowed Shares, if any, to be made released to Talarian as a result of such award (award, unless objected to by the Holder will at the same time Shareholders as described in Section 3.2 above. Talarian shall provide a copy of the Representative Talarian Distribution Notice to Merilus USA)the Shareholders at the same time as it provides such notice to the Escrow Agent. If the earliest Escrow Agent institutes an action for interpleader in accordance with Section 5.6 of this Agreement as a result of a dispute between the three events described in parties, the preceding sentence is (iparties agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or, if the parties are unable to agree, pursuant to this Section 4.4(b) or (iiand 4.4(c), the Escrow Agent will, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA Distribution Notice, as applicable, (a) release to Merilus USA of that portion of the Escrow Fund specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent will, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue to be held pursuant to the terms of this Escrow Agreementbelow.

Contested Claims. In the event that the Holder Indemnification Representative gives written notice to Merilus USA Delano and the Escrow Agent Custodian contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Delano or Merilus Canada DA in a litigation or arbitration will proceeding shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Delano on the one hand and Merilus Canada DA and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS") will shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Delano and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent Custodian that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares and amount of Cash Escrow specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Delano and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Delano (a "Merilus Usa Distribution NoticeDELANO DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Delano shall at the same time provide a copy of Merilus USA the Delano Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USADelano). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willCustodian shall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Delano Distribution Notice, as applicable, , (a) release to Merilus USA Delano the number of that portion Escrow Shares and amount of the Cash Escrow Fund specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares and the Cash Escrow. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willCustodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in in, and subject to the provisions of, Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Fund will Shares and Cash Escrow shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares and Cash Escrow are to be released to Delano either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares and amount of Cash Escrow to be so released to Delano either in the arbitrator's final award or decision or a supplementary report or finding.

Contested Claims. In the event that the Holder gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "“Contested Claim"”) within the 30-day period provided above, (i) matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada DJCE in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand hand, and Merilus Canada and/or the Holder DJCE on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's ’s obligations under the Reorganization this Escrow Agreement ("“Arbitrable Claims"”) will shall be settled in accordance with Section 2.3(c) below. Parent and Holder shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). Parent and Holder agree that any Arbitrable Claim is between the Parent and Holder, and the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will shall be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Holder, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa “Parent Distribution Notice"”) attaching a copy of the final award or decision of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the Holder); or b. or (iii) receipt of a written notice from the Holder (a "Representative “Holder Distribution Notice"”) attaching a copy of the final award or decision of the an arbitrator under paragraph (c) below that no Escrow Adjustments are to be made as a result of such award Notice of Claim (the Holder will shall at the same time provide a copy of the Representative Holder Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow FundShares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the Representative Holder Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator’s final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Holder Seller gives written notice to Merilus USA (and the Escrow Agent receives) written notice contesting all of, or a portion of of, a Notice of Claim to the Buyer and the Escrow Agent (a "Contested Claim") within the thirty (30-day ) Business Day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA or Merilus Canada in a litigation or arbitration will await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA on the one hand and Merilus Canada and/or the Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable Claims") will be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a shall not release any of the Indemnity Fund and/or Litigation Fund to the Buyer with respect to the contested portion of such Notice of Claim is contested Claim, and the Seller and the Buyer shall attempt to resolve the matter. All disputes regarding the Indemnity Fund and/or Litigation Fund under this Section 5(b) shall be settled either by (i) mutual agreement of the Holder, then Buyer and the Seller (evidenced by appropriate instructions in writing to the Escrow Agent will hold hereunder signed by the Buyer and the Seller specifically instructing the Escrow Agent as to disposition of the Indemnity Fund and/or Litigation Fund) or (ii) by a final judgment, order or decree of a court of competent jurisdiction (the time for modification or appeal therefrom having expired and no action having been taken or perfected, or if any such action or motion to alter, amend, modify or appeal such final judgment, order or decree has been taken and perfected, after what would otherwise be final resolution by the Release Date (as defined in Section 3.1 belowhighest court having jurisdiction thereof), a copy of which judgment, order or decree (collectively, "Settlement Documentation") in either case shall be delivered to the 140 Escrow Agent by the Buyer or the Seller and accompanied by instructions to the effect that such judgment, order or decree is final, that the time for appeal therefrom has expired (without an appeal having been perfected) and that such judgment, order or decree entitles the Seller or the Buyer, as the case may be, to a specified amount of the Indemnity Fund and/or Litigation Fund. Such instructions, in the case of mutual agreement between the parties, or Settlement Documentation, in the case of a final judgment, order or decree of a court of competent jurisdiction, shall constitute written instructions to the Escrow Agent to deliver promptly the number of Escrow Shares specified in the Release Notice Indemnity Fund and/or Litigation Fund equal in value to the amount of such settled Contested Claim in accordance with such agreement, judgment, order or as otherwise provided decree. The balance, if any, of property constituting the Indemnity Fund and/or Litigation Fund shall be released promptly in Section 3.1accordance with Article 2 of the Stock Purchase Agreement. The Escrow Agent shall be under no duty to institute or defend any such proceedings, until and none of the earlier of: (i) receipt costs and expenses of such proceedings shall be borne by the Escrow Agent. If the terms of a settlement agreement executed by Merilus USA and of a dispute hereunder increase the Holder setting forth a resolution duties or liabilities of the Notice of Claim Escrow Agent and the Escrow Adjustments; a. receipt of a written notice from Merilus USA (a "Merilus Usa Distribution Notice") attaching a copy of the final award or decision of the arbitrator and setting forth Agent has not participated in such settlement so as to be bound thereby, then such settlement shall be effective as to the Escrow Adjustments (Merilus USA will at Agent in respect of such increase in its duties or liabilities only upon the same time provide a copy of Merilus USA Distribution Notice Escrow Agent's written assent thereto. Prior to the Holder); or b. receipt settlement of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made any dispute as a result of such award (the Holder will at the same time provide a copy of the Representative Distribution Notice to Merilus USA). If the earliest of the three events described provided in the preceding sentence is (i) or (iithis Section 5(b)(ii), the Escrow Agent willis authorized and directed to retain in its possession, within twenty (20) calendar days of receipt of without liability to any party hereto, the settlement agreement or Merilus USA Distribution NoticeIndemnity Fund and/or Litigation Fund; provided, as applicable, (a) release to Merilus USA of however, that any portion of the Escrow Indemnity Fund specified and/or Litigation Fund which is not contested shall be disbursed in accordance with the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance provisions of Article 2 of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent will, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue to be held pursuant to the terms of this Escrow Stock Purchase Agreement.

Contested Claims. In the event that the Holder Shareholders Representative gives written notice to Merilus USA Buyer and the Escrow Agent contesting all or a portion of a Claim Notice of Claim (a "Contested Claim") within the thirty (30-) day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA or Merilus Canada in a litigation or arbitration will await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA on the one hand and Merilus Canada and/or the Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable Claims") will matter shall be settled in accordance with this Section 2.3(c) below2.3.2. Any portion of a Claim Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will shall be resolved as set forth above in Section 2.3(a)2.3.1. If written notice is received by the Escrow Agent that a Claim Notice of Claim is contested by the HolderShareholders Representative or if any dispute exists with respect to an amount to be distributed under Section 2.3.1, then the Escrow Agent will shall hold hereunder in the General Claim Fund or Designated Claim Fund, as applicable, after what would otherwise be the applicable Partial Escrow Release Date or General Escrow Release Date (as defined in Section 3.1 belowthe case of General Claims) or Designated Release Date (in the case of Designated Claims), the 140 number amount of Escrow Shares Funds, as specified in the Release Claim Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement joint instructions executed by Merilus USA Buyer and the Holder Shareholders Representative setting forth a resolution of the Claim Notice of Claim and the portion of Escrow Adjustments; a. Funds to be delivered to Buyer and, if a Partial Escrow Release Date or Escrow Release Date has occurred with respect to the applicable fund against which the Claim was made, the portion (if any) of the Escrow Funds to be delivered to the Shareholders (such joint instructions, "Joint Instructions"); (ii) receipt of a written notice from Merilus USA Buyer (a "Merilus Usa Buyer Distribution Notice") attaching a copy of the final award or decision of the arbitrator court or Accounting Arbitrator and setting forth the portion of Escrow Adjustments Funds to be delivered to Buyer (Merilus USA will Buyer shall at the same time provide a copy of Merilus USA the Buyer Distribution Notice to the HolderShareholders Representative); or b. or (iii) receipt of a written notice from the Holder Shareholders Representative (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator court or Accounting Arbitrator that no portion of Escrow Adjustments are Funds is to be made delivered to Buyer as a result of such award (the Holder will Shareholder Representatives shall at the same time provide a copy of the Representative Distribution Notice to Merilus USABuyer). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent will, within twenty (20) calendar days of Promptly upon receipt of the settlement agreement or Merilus USA a Buyer Distribution Notice, as applicable, (a) release to Merilus USA Escrow Agent shall provide a copy of that portion of the Escrow Fund specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release such notice to the Holder the balance of the Escrow FundShareholders Representative. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent will, within twenty (20) calendar days of Promptly upon receipt of the a Representative Distribution Notice, release Escrow Agent shall provide a copy of such notice to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred Buyer. The following sets forth actions to be taken by the Escrow Fund will continue to be held pursuant to Agent in the terms of this Escrow Agreement.following situations:

Contested Claims. In the event that the Holder Indemnification ---------------- Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day --------------- period provided above, (i) matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada Alacrity in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand hand, and Merilus Canada Alacrity and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable ---------- Claims") will shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Average Price notwithstanding any change in the market value of Parent Common Shares. If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Parent Distribution Notice") attaching a copy of -------------------------- the final award or decision of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ---------------------------------- decision of the an arbitrator under paragraph (c) below that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares in accordance with their percentage interests which shall be certified in writing to the Escrow Agent. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein as certified in writing to the Escrow Agent, provided that if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Holder Indemnification Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada HT in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand and Merilus Canada HT and/or the Holder Indemnification Representative on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS") will shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a), PROVIDED THAT in the case of a settlement the value of Escrow Shares shall equal the Parent Average Closing Price notwithstanding any change in the market value of Parent Common Shares. If written notice is received by the Escrow Agent that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Distribution NoticePARENT DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will shall at the same time provide a copy of the Representative Holder Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow FundShares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that in accordance with the Holders' interests therein, PROVIDED THAT if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Holder Indemnification Representative gives written notice to Merilus USA Buyer and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Buyer or Merilus Canada the Company in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Buyer on the one hand and Merilus Canada the Company and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS") will shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Buyer and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Buyer and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Buyer (a "Merilus Usa Distribution NoticeBUYER DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Buyer shall at the same time provide a copy of Merilus USA the Buyer Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USABuyer). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Buyer Distribution Notice, as applicable, , (a) release to Merilus USA Buyer of that portion of the Escrow Fund specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Fund will shall continue to be held pursuant to the terms of this Escrow Agreement.

Contested Claims. In the event that the Holder Indemnification Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada Natchez in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand and Merilus Canada Natchez and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable Claims") will shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in any such case the value of Escrow Shares shall equal the Parent Average Closing Price notwithstanding any change in the market value of Parent Common Stock. If written notice is received by the Escrow Agent that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Parent Distribution Notice") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares less any Escrow Shares necessary to satisfy any remaining unresolved Contested Claims for which sufficient Escrow Shares have not been allocated. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Escrow Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Holder Indemnification Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "“Contested Claim"”) within the 30-day period provided above, (i) matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada Mysticom in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand hand, and Merilus Canada Mysticom and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's ’s obligations under the Reorganization this Escrow Agreement ("“Arbitrable Claims"”) will shall be settled in accordance with Section 2.3(c) below. Parent and Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative on behalf of the Holders, and the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa “Parent Distribution Notice"”) attaching a copy of the final award or decision of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "“Representative Distribution Notice"”) attaching a copy of the final award or decision of the an arbitrator under paragraph (c) below that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares in accordance with their percentage interests as set forth on Schedule A attached hereto and made a part hereof. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of after receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders’ interests therein as certified in writing to the Escrow Agent, provided that if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator’s final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. (a) In the event that the Holder Shareholders’ Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim or a Parent Demand (a "“Contested Claim"”) within 30 calendar days of receipt of such Notice of Claim or Parent Demand, as applicable, the 30-day period Shareholders’ Representative and Parent will use their respective good faith efforts to resolve such dispute, provided abovethat if such dispute is not resolved in 20 calendar days, matters relating to such then the Contested Claim that are subject to third party claims against Merilus USA or Merilus Canada in a litigation or arbitration will await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA on the one hand and Merilus Canada and/or the Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable Claims") will be settled in accordance with Section 2.3(c) 2.3.3 below. Any portion of a Notice of Claim or Parent Demand that is not contested or is subsequently settled by Merilus USA and the Holder will be resolved as set forth above provided in Section 2.3(a)2.3.1. If written notice of a Contested Claim is received by the Escrow Agent that a Notice of Claim is contested by the HolderAgent, then the Escrow Agent will continue to hold hereunder after what would otherwise be in the Release Date General Escrow Account a portion of the General Escrow Amount (as defined in Section 3.1 below), the 140 number of Escrow Shares “Contested Amount”) equal to the amount that is specified in the Contested Claim assuming that the claim is resolved in favor of Parent. The Contested Amount will not be released on the Release Notice Date, or as otherwise provided for in Section 3.1, and will be retained by the Escrow Agent until such time as one of the conditions included in Section 2.3.2(b) is satisfied. (b) The Contested Amount will be held until the earlier of: : (i) receipt by the Escrow Agent of a settlement agreement executed by Merilus USA Parent and the Holder Shareholders’ Representative setting forth a resolution of the Notice of Contested Claim and the portion of the General Escrow Adjustments; a. Amount, if any, to be delivered to Parent; (ii) receipt by the Escrow Agent of a written notice from Merilus USA Parent (a "Merilus Usa “Parent Distribution Notice"”) attaching a copy of the arbitrator’s final award award, decision, or decision of supplementary report or finding made in accordance with Section 2.3.3 (the arbitrator “Arbitrator’s Award”), and setting forth the Escrow Adjustments (Merilus USA will at the same time provide a copy of Merilus USA Distribution Notice to the Holder); or b. receipt of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy portion of the final award or decision of the arbitrator that no General Escrow Adjustments are Amount to be made as a result of such award delivered to Parent (the Holder Parent will at the same time provide a copy of the Representative Parent Distribution Notice to Merilus USAthe Shareholders’ Representative); or (iii) receipt by the Escrow Agent of a written notice from the Shareholders’ Representative (the “Representative’s Distribution Notice”) attaching a copy of the Arbitrator’s Award that no portion of the General Escrow Amount is to be delivered to Parent as a result of such award (the Shareholders’ Representative will at the same time provide a copy of the Representative’s Distribution Notice to Parent). If the earliest to occur of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent will, within twenty (20) 20 calendar days of receipt of the settlement agreement or Merilus USA Parent Distribution Notice, as applicable, (a) , release to Merilus USA of that Parent the portion of the General Escrow Fund specified Amount, if any, to be released to Parent as identified in such settlement agreement or the Arbitrator’s Award to which the Parent Distribution Notice relates. (c) If the Arbitrator’s Award concludes that a portion of the General Escrow Amount is to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator will specify in the Escrow Adjustments and Arbitrator’s Award the amount of such Damages and Prevailing Party Award (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iiiany) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, corresponding amount of the General Escrow Amount to be released to Parent. In the event that the Escrow Agent will, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined institutes an action for interpleader in accordance with Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue to be held pursuant to the terms 4.6 of this General Escrow AgreementAgreement as a result of a dispute between Parent and the Shareholders’ Representative, Parent and the Shareholders’ Representative agree to jointly seek to stay the interpleader action pending the resolution of any arbitration commenced by Parent or the Shareholders’ Representative.

Contested Claims. Sellers’ Representative may contest a claim made under Section 3(a), 3(b) or 6 hereof, and Buyer may contest a claim under Section 3(d) hereof, if it reasonably believes there is a basis for disputing such claim, by giving prompt written notice (a “Contest Notice”) to the Escrow Agent and the Buyer or Sellers’ Representative, as the case may be, but in any event prior to the respective dates for payment by the Escrow Agent pursuant to an Adjustment Notice, Indemnification Notice, Disbursement Notice or Tax Distribution Notice, as the case may be (a “Contested Claim”). Such Contest Notice shall set forth, in reasonable detail, each disputed item or amount and the basis of the disagreement. Buyer and Sellers’ Representative first shall attempt in good faith to resolve all of the issues set forth in the Contest Notice prior to the twentieth day following the date of receipt by the Escrow Agent of a Contest Notice. After such negotiation period, Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse any portion of the Escrow Funds with respect to which all disputes have been resolved, and the Escrow Agent shall make such disbursements in accordance with such instructions. In the event that the Holder gives written notice to Merilus USA Buyer and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period provided above, matters relating to Sellers’ Representative cannot reach an agreement during such Contested Claim that are subject to third party claims against Merilus USA or Merilus Canada in a litigation or arbitration will await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA on the one hand and Merilus Canada and/or the Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable Claims") will be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested by the Holdernegotiation period, then the Escrow Agent will hold hereunder after what would otherwise be shall not make any payment out of the Release Date (as defined in Section 3.1 below)applicable Escrow Account until such dispute is resolved. If such dispute is resolved pursuant to judicial process, the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) then upon receipt of a settlement agreement executed by Merilus USA and the Holder setting forth a resolution certificate from an officer of the Notice of Claim Buyer or a certificate from Sellers’ Representative stating that such dispute has been finally resolved and the Escrow Adjustments; a. receipt attaching thereto a final and non-appealable judgment of a written notice from Merilus USA (a "Merilus Usa Distribution Notice") attaching a copy court of competent jurisdiction resolving such dispute and stating the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will at the same time provide a copy of Merilus USA Distribution Notice to the Holder); or b. receipt of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result amount of such award (the Holder will at the same time provide a copy of the Representative Distribution Notice to Merilus USA). If the earliest of the three events described in the preceding sentence is (i) or (ii)judgment which remains unsatisfied, the Escrow Agent will, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA Distribution Notice, as applicable, (a) release to Merilus USA of that portion of the Escrow Fund specified shall make such payment in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iii) accordance with such judgment and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent will, within twenty (20) calendar days provisions of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue to be held pursuant to the terms of this Escrow Agreement3 hereof.

Contested Claims. In If the event that the Holder gives Shareholders give written notice to Merilus USA and the Escrow Agent contesting all or a portion of a Notice of Claim to DPRC and the Escrow Agent (a "Contested Claim") within the 3020-day period provided above, matters relating to such Contested Claim that are subject to third party claims Claims brought against Merilus USA DPRC or Merilus Canada the Shareholders in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA DPRC on the one hand and Merilus Canada and/or the Holder Shareholders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance non-performance of a party's obligations under the Reorganization this Agreement ("Arbitrable Disputed Claims") will shall be settled in accordance with Section 2.3(c) 3.4(c), below. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will shall be resolved as set forth above in Section 2.3(a3.4(a), above. If written notice is received by the Escrow Agent that a Notice of Claim is contested by the HolderShareholders, then the Escrow Agent will shall hold hereunder in the Escrow Account, after what would otherwise be the Final Release Date Date, Escrowed Shares having a value (determined pursuant to Section 2.2, above, as defined of the Final Release Date) sufficient to cover Damages alleged in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until such Claim and to the earlier of: of (i) receipt of a settlement agreement executed by Merilus USA DPRC and the Holder Shareholders setting forth a the resolution of the Notice of Claim and setting forth the Escrow Adjustments; a. number of Escrowed Shares, if any, to be released to DPRC, or (ii) receipt of a written notice from Merilus USA DPRC (a "Merilus Usa DPRC Distribution Notice") attaching a copy of the final award or decision of the arbitrator Arbitrator and setting forth the Escrow Adjustments (Merilus USA will at the same time provide a copy number of Merilus USA Distribution Notice to the Holder); or b. receipt of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are Escrowed Shares, if any, to be made released to DPRC as a result of such award (the Holder will at the same time DPRC shall provide a copy of the Representative DPRC Distribution Notice to Merilus USA). If the earliest Shareholders; if the award does not specify the number of Escrowed Shares to be released, the Shareholders shall have 20 calendar days to object to the calculation of the three events described number of Escrowed Shares to be released, but not to the award itself; in the preceding sentence is (i) or (ii)event that the Escrow Agent receives any such objection within such 20-day period, the Escrow Agent will, within twenty (20) calendar days of receipt shall be entitled to require that the matter be resolved by a notice from both DPRC and the Shareholders or by a clarification of the settlement agreement or Merilus USA Distribution Notice, as applicable, (aaward.) release to Merilus USA of that portion of the Escrow Fund specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willinstitutes an action for interpleader in accordance with Section 4.6 of this Agreement as a result of a dispute between the parties, within twenty (20) calendar days the parties agree to jointly seek to stay such interpleader action pending the resolution of receipt of any arbitration commenced by the Representative Distribution Noticeparties or, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue parties are unable to be held agree, pursuant to the terms of this Escrow AgreementSection 3.4(b) and 3.4(c).

Contested Claims. In the event that the Holder any Seller or Shareholder gives written notice to Merilus USA and the Escrow Agent contesting all or a portion of a Notice of Claim to Buyer and Escrow Agent (a "Contested ClaimCONTESTED CLAIM") within the 30-day period provided above, matters relating to such Contested Claim the following procedures shall apply: (i) Claims that are subject to third the result of third-party claims asserted against Merilus USA or Merilus Canada in a litigation or arbitration Buyer will await the final decision, award or settlement of such litigation third-party claim; provided that any such asserted third-party claim will be deemed resolved in favor of Buyer if, within twelve (12) months following the End of the Escrow Term, such asserted third-party claim does not result in the actual commencement of, or arbitrationwritten correspondence threatening the commencement of, while matters relating any litigation, arbitration or other proceedings by the third-party claimant, provided, however, that Buyer shall not lose its right to make a Claim with respect thereto, if such Contested Claim that arise between Merilus USA on third-party claim is once again asserted against Buyer prior to expiration of the one hand twelve-month period following the End of the Escrow Term; and/or (ii) Claims by Buyer for breaches of representations, warranties, agreements and Merilus Canada and/or the Holder on the other hand, including covenants by any disputes regarding breach of representations and warranties Sellers or performance or nonperformance of a party's obligations Shareholders under the Reorganization Agreement ("Arbitrable Claims") Transaction Agreements that do not include claims asserted by third parties, will be settled as provided for in accordance with Section 2.3(c) belowthe relevant Transaction Agreement under which the Claims arose, as will Claims based on third-party claims successfully asserted under clause (i), but which any Seller or Shareholder asserts do not result in an indemnification obligation under any Transaction Agreement in favor of Buyer. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will be considered resolved and Escrow Agent shall be instructed in writing by Buyer as to any disbursement to make as set forth above in Section 2.3(aSECTION 4(A). If written notice any Contested Claim which is received by a third-party claim asserted against Buyer under clause (i) is resolved against Buyer and as to which no Seller or Shareholder disputes the indemnification obligation, then such Contested Claim will be considered resolved and Escrow Agent that will promptly transfer to Buyer the amount of Escrow Cash as directed in writing by Buyer, having a value (determined pursuant to SECTION 4(C) hereof) equal to the amount of damages specified in the Notice of Claim is contested which has not been paid by end of the HolderEscrow Term and will notify Sellers and Shareholders of such transfer in writing within five (5) business days of such transfer. After receipt of notice that a Claim has been contested, then the Escrow Agent will continue to hold hereunder after what would otherwise be in the Release Date (as defined in Section 3.1 below), Escrow Account the 140 number amount of Escrow Shares specified Cash as directed in writing by Buyer sufficient to cover such Contested Claim (notwithstanding the Release Notice or as otherwise provided in Section 3.1, expiration of the Escrow Term) until the earlier of: (i) receipt execution of a settlement agreement executed by Merilus USA Buyer and the Holder subject Seller or Shareholder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. Claim, or (ii) receipt of a written notice from Merilus USA (a "Merilus Usa Distribution Notice") attaching a copy of the final award of the arbitrator or court, as applicable. The final decision of the arbitrator or court, as applicable will be furnished to each of Sellers and setting forth Shareholders and Buyer in writing and will constitute a conclusive determination of the issue in question, binding upon the parties. In acting under this Agreement the Escrow Adjustments (Merilus USA will at Agent shall be entitled to receive and may conclusively rely on a certificate of the same time provide a copy of Merilus USA Distribution Notice presenting party to the Holder); or b. receipt of effect that a written notice from the Holder (a "Representative Distribution Notice") attaching a true and correct copy of the final award or decision of the arbitrator or court is attached and that no Escrow Adjustments are to be made as a result of such award (the Holder will at the same time provide a copy of the Representative Distribution Notice to Merilus USA). If the earliest of the three events described in the preceding sentence decision is (i) or (ii)final, the Escrow Agent will, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA Distribution Notice, as applicable, (a) release to Merilus USA of that portion of the Escrow Fund specified in the Escrow Adjustments and (b) if the Release Date has occurred, binding and there are no remaining unresolved Contested Claims, release to the Holder the balance of the Escrow Fund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent will, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder the Retained Escrow (as defined in Section 3.1), provided that if the Release Date has not occurred the Escrow Fund will continue to be held pursuant to the terms of this Escrow Agreementnon-appealable.

Contested Claims. In the event that the Holder Indemnification Representative gives written notice to Merilus USA Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested CONTESTED Claim") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA Parent or Merilus Canada Calogic in a litigation or arbitration will shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA Parent on the one hand and Merilus Canada Calogic and/or the Holder Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS") will shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA Parent and the Holder will Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Parent Average Closing Price notwithstanding any change in the market value of Parent Common Shares. If written notice is received by the Escrow Agent that a Notice of Claim is contested by the HolderIndemnification Representative, then the Escrow Agent will shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: : (i) receipt of a settlement agreement executed by Merilus USA Parent and the Holder Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. ; (ii) receipt of a written notice from Merilus USA Parent (a "Merilus Usa Distribution NoticePARENT DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will Parent shall at the same time provide a copy of Merilus USA the Parent Distribution Notice to the HolderIndemnification Representative); or b. or (iii) receipt of a written notice from the Holder Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Merilus USAParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent willshall, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA the Parent Distribution Notice, as applicable, , (a) release to Merilus USA Parent the number of that portion of the Escrow Fund Shares specified in the Escrow Adjustments and and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holder Holders the balance of the Escrow FundShares and the related stock transfer powers. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent willshall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holder Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Fund will Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow AgreementShares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).