Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. (a) Except for income earned (which shall be distributed as described in paragraph 3 to the Sellers) and as provided in paragraphs (b), (c) or (d) below, the total amount held in the Escrow Fund shall be released to the Sellers on the 18-month anniversary of the date hereof. (b) Upon receipt by the Escrow Agent of written instructions signed by the Sellers and the Purchaser ("Joint Written Instructions") directing the Escrow Agent to release all or any portion of the Escrow Fund to the Purchaser or the Sellers, as the case may be, the Escrow Agent shall release funds or Escrow Shares in accordance with such direction. (c) Upon receipt by the Escrow Agent of a notice of a claim for indemnification under the Purchase Agreement ("Claim Notice") sent by the Purchaser to the Sellers, the Escrow Agent shall set aside from the Escrow Cash Fund and retain custody of the lesser of (x) the amount set forth in the Claim Notice (the "Claimed Amount") and (y) the then remaining balance of the Escrow Cash Fund. (d) In the event that the remaining balance in the Escrow Cash Fund is less than the amount set forth in the Claim Notice and any other Claim Notices received by the Escrow Agent as to which the Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody of the Escrow Shares. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant to: (i) Joint Written Instructions directing the Escrow Agent to release all or any portion of such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice and (y) is one from which no appeal is or can be taken ("Final Order"), as evidenced by Joint Written Instructions or by such other evidence as shall be satisfactory to the Escrow Agent, it being understood that (without limiting other forms of evidence that may be satisfactory to the Escrow Agent) a certified copy of an arbitration award or court order accompanied by a letter addressed to the Escrow Agent from outside counsel to the Purchaser or the Sellers which (A) states that such award or court order is a Final Order, (B) specifies by reference to the appropriate Claim Notice(s) the claims for indemnification that are resolved by such Final Order, (C) if applicable, sets forth the amount to be paid to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the number of Escrow Shares to be delivered to the Purchaser and (D) states that a copy of such letter has been sent to the party to this Agreement (the Purchaser or the Sellers) that is not such counsel's client (the "Other Party") and its counsel shall be deemed satisfactory to the Escrow Agreement unless an objection and a statement of the reasons therefor are received in writing by the Escrow Agent from counsel to the Other Party within 15 days after receipt by the Escrow Agent of such letter from counsel. (iii) Upon receipt of such Joint Written Instructions or evidence described in clause (ii), the Escrow Agent shall release funds or Escrow Shares promptly to the Sellers or the Purchaser, as directed in the Joint Written Instructions or Final Order and letter; except that the Escrow Agent shall not release funds to the Sellers upon receipt of a Final Order before the 18 month anniversary of the date hereof, or to the extent from and after such 18 month anniversary that the remaining principal balance in the Escrow Cash Fund after such release would be less than the aggregate Claimed Amount of all then unresolved claims as to which the Purchaser had previously given to the Sellers, with a copy to the Escrow Agent, a Claim Notice. (f) Upon delivery of the entire amount of the Escrow Fund, this Agreement shall be deemed to be terminated, and the Escrow Agent shall be released and discharged from all further obligations hereunder. (g) All amounts to be paid by the Escrow Agent to the Sellers or the Purchaser hereunder shall be paid by wire transfer of immediately available funds to the appropriate account specified in Schedule 1 or such other account as shall be designated by the appropriate party by notice to the Escrow Agent, except that interest may be paid to the Sellers by check.

Disposition and Termination. (a) Except for income earned From time to time on or before [ ], 2012, Purchaser may give a written notice (which shall be distributed as described in paragraph 3 a “Notice”) to Seller and Escrow Agent of (i) a claim relating to an adjustment to the Sellers) and as provided in paragraphs purchase price based upon the Closing Asset Value (b), (ca “Purchase Price Adjustment Claim”) or (dii) below, any claim in accordance with the total amount held in the Escrow Fund shall be released to the Sellers on the 18-month anniversary terms of Section 1.5 of the date hereof. Asset Purchase Agreement (b) Upon receipt by a “General Claim”). The Notice shall specify in reasonable detail the Escrow Agent of written instructions signed by the Sellers and the Purchaser ("Joint Written Instructions") directing the Escrow Agent to release all or any portion nature of the Escrow Fund to the Purchaser Purchase Price Adjustment Claim or the SellersGeneral Claim, as the case may be, and the amount claimed from the Fund. If Seller gives notice to Purchaser and Escrow Agent disputing such Purchase Price Adjustment Claim or General Claim, as the case may be (a “Counter Notice”), by no later than 5:00PM, New York time on the tenth (10th) day following receipt by Escrow Agent and Seller of the Notice regarding said Purchase Price Adjustment Claim or General Claim, such Purchase Price Adjustment Claim or General Claim shall be resolved as provided in Section 4(b) below. If no Counter Notice is received by Escrow Agent within such 10-day period, then on the Business Day following the end of such 10-day period, Escrow Agent shall release funds pay to Purchaser the dollar amount claimed in the Notice, up to the amount of the Fund that remains in escrow pursuant to this Agreement at such time. Escrow Agent shall not inquire into or consider whether the subject Purchase Price Adjustment Claim or General Claim complies with the requirements of the Asset Purchase Agreement. Each Notice from the Purchaser shall state that it is a Purchase Price Adjustment Claim or General Claim delivered pursuant to Section 4(a) of this Agreement. (b) If a Counter Notice is given with respect to a claim, Escrow Shares Agent shall make payment with respect thereto only in accordance with (i) joint written instructions of Purchaser and Seller indicating that the Parties have reached an agreement with respect to the release of the Fund and setting forth the terms upon which such directionfunds must be released, (ii) the report of the Accounting Firm, in the case of a Purchase Price Adjustment Claim, delivered along with joint instructions from the Purchaser and Seller, or (iii) a final non-appealable order of a court of competent jurisdiction stipulating the terms upon which such funds must be released, along with a certification from the prevailing party stating that the court order is final and non-appealable (such delivery in item (b)(i), (b)(ii) or (b)(iii), the “Release Instructions”). Escrow Agent shall thereafter pay to Purchaser and/or Seller (on behalf of itself and Cardo Medical, LLC), as the case may be, any dollar amounts due to it in accordance with the Release Instructions, up to the amount of the Fund that remains in escrow pursuant to this Agreement at such time. (c) Upon receipt by the Escrow Agent of a notice of a claim for indemnification under the Purchase Agreement ("Claim Notice") sent by the Purchaser to the SellersOn [ ], the 2012, Escrow Agent shall set aside from pay and distribute to Seller (on behalf of itself and Cardo Medical, LLC) an amount equal to the Escrow Cash Fund and retain custody excess of the lesser of (x) the amount set forth in the Claim Notice (the "Claimed Amount") and (y) the then remaining balance Fund over the aggregate dollar amount of the Escrow Cash Fund(i) any then outstanding Purchase Price Adjustment Claim or General Claim for which a Notice was delivered by Purchaser on or prior to [ ], 2012 plus (ii) any amounts that remain unsatisfied pursuant to pending Release Instructions. (d) In the event that the remaining balance in the Escrow Cash Fund is less than the amount set forth in the Claim Notice and any other Claim Notices received by the Escrow Agent as to which the Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody Upon delivery of the Escrow Shares. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant to: (i) Joint Written Instructions directing the Escrow Agent to release all or any portion of such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice and (y) is one from which no appeal is or can be taken ("Final Order"), as evidenced Fund by Joint Written Instructions or by such other evidence as shall be satisfactory to the Escrow Agent, it being understood that (without limiting other forms of evidence that may be satisfactory to the Escrow Agent) a certified copy of an arbitration award or court order accompanied by a letter addressed to the Escrow Agent from outside counsel to the Purchaser or the Sellers which (A) states that such award or court order is a Final Order, (B) specifies by reference to the appropriate Claim Notice(s) the claims for indemnification that are resolved by such Final Order, (C) if applicable, sets forth the amount to be paid to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the number of Escrow Shares to be delivered to the Purchaser and (D) states that a copy of such letter has been sent to the party to this Agreement (the Purchaser or the Sellers) that is not such counsel's client (the "Other Party") and its counsel shall be deemed satisfactory to the Escrow Agreement unless an objection and a statement of the reasons therefor are received in writing by the Escrow Agent from counsel to the Other Party within 15 days after receipt by the Escrow Agent of such letter from counsel. (iii) Upon receipt of such Joint Written Instructions or evidence described in clause (ii), the Escrow Agent shall release funds or Escrow Shares promptly to the Sellers or the Purchaser, as directed in the Joint Written Instructions or Final Order and letter; except that the Escrow Agent shall not release funds to the Sellers upon receipt of a Final Order before the 18 month anniversary of the date hereof, or to the extent from and after such 18 month anniversary that the remaining principal balance in the Escrow Cash Fund after such release would be less than the aggregate Claimed Amount of all then unresolved claims as to which the Purchaser had previously given to the Sellers, with a copy to the Escrow Agent, a Claim Notice. (f) Upon delivery of the entire amount of the Escrow Fund, this Agreement shall be deemed to be terminatedterminate, and the Escrow Agent shall be released and discharged from all further obligations hereunder. (g) All amounts to be paid by the Escrow Agent subject to the Sellers or the Purchaser hereunder shall be paid by wire transfer provisions of immediately available funds to the appropriate account specified in Schedule 1 or such other account as shall be designated by the appropriate party by notice to the Escrow Agent, except that interest may be paid to the Sellers by checkSection 8(b).

Disposition and Termination. (a) Except for income earned Notwithstanding anything to the contrary set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Funds, must be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (which each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in Section 10 below. Each Designation of Authorized Representatives shall be distributed as described in paragraph 3 signed by a Secretary, any Assistant Secretary or other duly authorized person of the named Party. No instruction for or related to the Sellers) transfer or distribution of the Escrow Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received it by facsimile or as provided a PDF attached to an email only at the fax number or email address set forth in paragraphs (b)Section 10 and in the case of a facsimile, (c) as evidenced by a confirmed transmittal to the Party’s or (d) belowParties’ transmitting fax number. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. Notwithstanding anything to the contrary, the total amount held Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or distribute the Escrow Fund shall be released to the Sellers on the 18-month anniversary of the date hereofFunds until Escrow Agent has completed its security procedures. (b) Upon receipt by the Escrow Agent of written instructions signed by the Sellers and the Purchaser ("Joint Written Instructions") directing the Each Party authorizes Escrow Agent to release all use the funds transfer instructions (“Initial Standing Instructions”) specified for it below to disburse any funds due to such Party, without a verifying call-back or any portion of the Escrow Fund to the Purchaser or the Sellers, email confirmation as the case may be, the Escrow Agent shall release funds or Escrow Shares in accordance with such direction. (c) Upon receipt by the Escrow Agent of a notice of a claim for indemnification under the Purchase Agreement ("Claim Notice") sent by the Purchaser to the Sellers, the Escrow Agent shall set aside from the Escrow Cash Fund and retain custody of the lesser of (x) the amount set forth in the Claim Notice (the "Claimed Amount") and (y) the then remaining balance of the Escrow Cash Fund. (d) In the event that the remaining balance in the Escrow Cash Fund is less than the amount set forth in the Claim Notice and any other Claim Notices received by the Escrow Agent as to which the Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody of the Escrow Shares. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant tobelow: Buyer: Seller Representative: (i) Joint Written Instructions directing the Escrow Agent to release all or any portion of such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice and (y) is one from which no appeal is or can be taken ("Final Order"), as evidenced by Joint Written Instructions or by such other evidence as shall be satisfactory to the Escrow Agent, it being understood that (without limiting other forms of evidence that may be satisfactory to the Escrow Agent) a certified copy of an arbitration award or court order accompanied by a letter addressed to the Escrow Agent from outside counsel to the Purchaser or the Sellers which (A) states that such award or court order is a Final Order, (B) specifies by reference to the appropriate Claim Notice(s) the claims for indemnification that are resolved by such Final Order, (C) if applicable, sets forth the amount to be paid to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the number of Escrow Shares to be delivered to the Purchaser and (D) states that a copy of such letter has been sent to the party to this Agreement (the Purchaser or the Sellers) that is not such counsel's client (the "Other Party") and its counsel shall be deemed satisfactory to the Escrow Agreement unless an objection and a statement of the reasons therefor are received in writing by the Escrow Agent from counsel to the Other Party within 15 days after receipt by the Escrow Agent of such letter from counsel. (iii) Upon receipt of such Joint Written Instructions or evidence described in clause (ii), the Escrow Agent shall release funds or Escrow Shares promptly to the Sellers or the Purchaser, as directed in the Joint Written Instructions or Final Order and letter; except that the Escrow Agent shall not release funds to the Sellers upon receipt of a Final Order before the 18 month anniversary of the date hereof, or to the extent from and after such 18 month anniversary that the remaining principal balance in the Escrow Cash Fund after such release would be less than the aggregate Claimed Amount of all then unresolved claims as to which the Purchaser had previously given to the Sellers, with a copy to the Escrow Agent, a Claim Notice. (f) Upon delivery of the entire amount of the Escrow Fund, this Agreement shall be deemed to be terminated, and the Escrow Agent shall be released and discharged from all further obligations hereunder. (g) All amounts to be paid by the Escrow Agent to the Sellers or the Purchaser hereunder shall be paid by wire transfer of immediately available funds to the appropriate account specified in Schedule 1 or such other account as shall be designated by the appropriate party by notice to the Escrow Agent, except that interest may be paid to the Sellers by check.

Disposition and Termination. (a) Except for income earned (which Escrow Agent shall be distributed as described release all or a portion of the Fund in paragraph 3 to the Sellers) and as provided in paragraphs (b), (c) or (d) below, the total amount held accordance with a joint written instruction in the Escrow Fund shall be released to the Sellers on the 18-month anniversary form of the date hereofExhibit A annexed hereto. (b) Upon receipt by the Escrow Agent of written instructions signed by will release the Sellers PO Dispute Escrowed Consideration and the Purchaser ("Joint Written Instructions") directing the Escrow Agent to release all or any portion of the Escrow Fund to the Purchaser or the Sellers, as the case may be, the Escrow Agent shall release funds or Escrow Escrowed Class A Shares in accordance with this Section 3(b) following receipt of evidence of a final, non-appealable court order or arbitration award confirmed by a final, non-appealable court order (in each case, the “PO Court Order”) regarding the PO Dispute that definitively determines whether the Purchase Option was validly exercised by the Class D Member (such directionevidence being accompanied by a written certification from counsel for the Unitholder Representatives or the Class D Member attesting that such order or award is final and not subject to further proceedings or appeal) (the “PO Resolution”), based on and subject to the following: 1. If (a) the PO Resolution is that the Class D Member has validly exercised or has the right to validly exercise the Purchase Option in full, (b) Escrow Agent receives the PO Court Order verifying that the Class D Member has validly exercised the Purchase Option in full within 5 Business Days of the PO Court Order and (c) Escrow Agent receives written instructions from the Class D Member to release the PO Dispute Escrowed Consideration pursuant to this Section 3(b)(1) within 5 Business Days of the PO Court Order, then (i) the Escrowed Class A Shares shall be released to Foresight to be cancelled and retired for no consideration, and (ii) the PO Dispute Escrowed Consideration shall be released as described on Schedule D and Foresight shall issue to the Class D Member the additional Class V Shares specified on Schedule D (the “Supplemental Class V Shares”). 2. If (a) the PO Resolution is that the Class D Member has validly exercised or has the right to validly exercise the Purchase Option in full or in part, but (b) either (x) Escrow Agent does not receive the PO Court Order verifying that the Class D Member has validly exercised the Purchase Option in full or in part within 5 Business Days of the PO Court Order or (y) Escrow Agent does not receive written instructions from the Class D Member to release the PO Dispute Escrowed Consideration pursuant to Section 3(b)(1) or Section 3(b)(3), as applicable, within 5 Business Days of the PO Court Order, then upon receipt of joint written instructions from the Unitholder Representatives and the Class D Member to release the PO Dispute Escrowed Consideration and the Escrowed Class A Shares pursuant to this Section 3(b)(2), the PO Dispute Escrowed Consideration and the Escrowed Class A Shares shall be released as described on Schedule E. 3. If (a) the PO Resolution is that the Class D Member has validly exercised or has the right to validly exercise the Purchase Option in part, (b) Escrow Agent receives the PO Court Order verifying that the Class D Member has validly exercised the Purchase Option in part within 5 Business Days of the PO Court Order and (c) Escrow Agent receives joint written instructions from the Unitholder Representatives and the Class D Member to release the PO Dispute Escrowed Consideration and the Class A Shares in the Fund pursuant to this Section 3(b)(3) in accordance with a schedule set forth in such joint written instructions, then the PO Dispute Escrowed Consideration and the Escrowed Class A Shares shall be released in accordance with such joint written instructions. 4. If (a) the PO Resolution is that the Class D Member has not validly exercised the Purchase Option or does not enable the Purchase Option to be validly exercised in full or in part by the Class D Member and (b) Escrow Agent receives either (i) the PO Court Order verifying that the Class D Member has not validly exercised the Purchase Option or (ii) joint written instructions from the Unitholder Representatives and the Class D Member to release the PO Dispute Escrowed Consideration and the Escrowed Class A Shares pursuant to this Section 3(b)(4), then the PO Dispute Escrowed Consideration and the Escrowed Class A Shares shall be released as described on Schedule E. (c) Upon receipt by the Escrow Agent will release the Cash Dispute Escrowed Consideration in accordance with this Section 3(c) following receipt of evidence of a notice final, non-appealable court order or arbitration award confirmed by a final, non-appealable court order (in each case, the “Cash Court Order”) regarding the Cash Dispute that definitively determines whether the Class D Member is entitled to all of a claim for indemnification under the Purchase Agreement Company Closing Cash Consideration ("Claim Notice"as defined in the Merger Agreement) sent by in the Purchaser Cash Dispute Escrowed Consideration (the “Cash Resolution”), based on and subject to the Sellersfollowing: 1. If (a) the Cash Resolution is that the Class D Member is entitled to all of the Company Closing Cash Consideration in the Cash Dispute Escrowed Consideration, the and (b) Escrow Agent shall set aside from receives the Escrow Cash Fund and retain custody Court Order verifying that the Class D Member is entitled to all of the lesser of Company Closing Cash Consideration in the Cash Dispute Escrowed Consideration, then the Cash Dispute Escrowed Consideration shall be released as described on Schedule F and Foresight shall issue Class A Shares as described on Schedule F. 2. If (xa) the amount set forth Cash Resolution is that the Class D Member is not entitled to all of the Company Closing Cash Consideration in the Claim Notice (the "Claimed Amount") Cash Dispute Escrowed Consideration and (yb) Escrow Agent receives the then remaining balance Cash Court Order verifying that the Class D Member is not entitled to all of the Escrow Company Closing Cash Fund.Consideration in the Cash Dispute Escrowed Consideration, then the Cash Dispute Escrowed Consideration shall be released as described on Schedule G. (d) In Notwithstanding anything to the event that contrary, any instructions in any way related to the remaining balance transfer or distribution of the Fund must, in order to be deemed delivered and effective, be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives to be completed by the Parties after the date hereof and, once completed, attached hereto as Schedule 1-A, 1-B, 1-C and 1-D (each an “Authorized Representative”), and delivered by electronic mail to Escrow Cash Fund is less than the amount Agent only by email addresses set forth in Section 8 below, provided written confirmation of receipt is obtained as a Portable Document Format (“PDF”) attached to an email only at the Claim Notice email address set forth in Section 8 below. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Fund that does not satisfy the requirements herein. Escrow Agent may rely and act upon the confirmation of anyone purporting to be an Authorized Representative in connection with any of Escrow Agent’s verifying call-backs or email confirmations. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any other Claim Notices received by the action Escrow Agent as may otherwise be required to which perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or distribute the Fund until Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody of the Escrow Sharescompleted its security procedures. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant to: The Parties intend that (i) Joint Written Instructions directing the Escrow Agent distribution procedures described in Section 3(b) relating to the release all or of any portion of PO Dispute Escrowed Consideration to the Class D Member are for administrative convenience only and that any such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice distribution shall be deemed to have occurred, including for U.S. federal and (y) is one from which no appeal is or can be taken ("Final Order")applicable state tax purposes, as evidenced by Joint Written Instructions or by such follows: (A) the P3 Sellers (other evidence as shall be satisfactory to than the Blocker Sellers) return the PO Dispute Escrowed Consideration, through the Escrow Agent, it being understood that to P3 LLC; (without limiting B) the P3 Sellers (other forms of evidence that may be satisfactory to than the Blocker Sellers) return the Class V Shares in the PO Dispute Escrowed Consideration, through the Escrow Agent, to Foresight; (C) a certified copy of an arbitration award or court order accompanied by a letter addressed the Blocker Sellers return the Escrowed Class A Shares, through the Escrow Agent, to Foresight; (D) Foresight issues the Class V Shares in the PO Dispute Escrowed Consideration and the Supplemental Class V Shares to the Escrow Agent from outside counsel Class D Member in exchange for the applicable purchase price therefor; and (E) P3 LLC pays or delivers the PO Dispute Escrowed Consideration (other than such consideration referenced in clause (i)(D) above) to the Purchaser or Class D Member and (ii) the Sellers which distribution procedures described Section 3(c)(1) shall be treated for U.S. federal and applicable state tax purposes, as follows: (A) states that such award or court order is a Final Orderthe Class D Member shall have received the Company Closing Cash Consideration in the Cash Dispute Escrowed Consideration as Company Closing Cash Consideration in the P3 Merger in exchange for the units of P3 LLC and Class V Shares deposited as Cash Dispute Escrow Consideration by the Class D Member, (B) specifies by reference the P3 Sellers (other than the Blocker Sellers) who deposited into escrow the Company Closing Cash Consideration in the Cash Dispute Escrowed Consideration and receive units of P3 LLC and Class V Shares pursuant to Section 3(c)(1) shall be treated as not having sold a corresponding amount of units of P3 LLC to Foresight in the appropriate Claim Notice(s) P3 Merger and, therefore, as not having received such Company Closing Cash Consideration in the claims for indemnification that are resolved by such Final Order, P3 Merger and (C) if applicable, sets forth the amount to Blocker Sellers shall be paid treated as receiving the Class A Shares listed on Schedule F as an adjustment to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the number of Escrow Shares to be delivered to the Purchaser and (D) states that a copy of such letter has been sent to the party to this Agreement (the Purchaser or the Sellers) that is not such counsel's client (the "Other Party") and its counsel shall be deemed satisfactory to the Escrow Agreement unless an objection and a statement of the reasons therefor are received in writing by the Escrow Agent from counsel to the Other Party within 15 days after receipt by the Escrow Agent of such letter from counsel. (iii) Upon receipt of such Joint Written Instructions or evidence described in clause (ii), the Escrow Agent shall release funds or Escrow Shares promptly to the Sellers or the Purchaser, as directed in the Joint Written Instructions or Final Order and letter; except that the Escrow Agent shall not release funds to the Sellers upon receipt of a Final Order before the 18 month anniversary of the date hereof, or to the extent from and after such 18 month anniversary that the remaining principal balance in the Escrow Cash Fund after such release would be less than the aggregate Claimed Amount of all then unresolved claims as to which the Purchaser had previously given to the Sellers, with a copy to the Escrow Agent, a Claim NoticeBlocker Merger Consideration. (f) Upon delivery of the entire amount of the Escrow Fund, this Agreement shall be deemed to be terminated, and the Each Party authorizes Escrow Agent shall to use the funds transfer instructions (“Standing Instructions”) specified for it in Schedule 3 attached hereto (as may be released and discharged supplemented from all further obligations hereundertime to time as described below) to disburse any funds due to such Party, without a verifying call-back or email confirmation as set forth below. (g) All amounts to be paid by If any funds transfer instructions other than Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement, Escrow Agent may confirm such funds transfer instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties and thereafter, such funds transfer instructions shall also be considered the Sellers applicable Party’s Standing Instructions hereunder. To the extent a call-back or email confirmation is undertaken, no funds will be disbursed until such confirmation occurs. If multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the Purchaser hereunder date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (h) The persons designated as Authorized Representatives and telephone numbers and email addresses for same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the applicable Party setting forth such changes and actually received by Escrow Agent as a PDF attached to an email. Escrow Agent may confirm any such change in Authorized Representatives by a telephone call-back or email confirmation according to its security procedures. (i) Escrow Agent and other financial institutions, including any intermediary bank and the beneficiary’s bank, may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in a funds transfer instruction, even if it identifies a person different from the beneficiary, the beneficiary’s bank or intermediary bank identified by name. (j) As used in this Section 3, “Business Day” shall be paid mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by wire transfer law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of immediately available funds to the appropriate account specified Fund in Schedule 1 or such other account as shall be designated full by the appropriate party by notice to the Escrow Agent, except this Agreement shall terminate, and all the related account(s) shall be closed, subject to the provisions of Sections 6 and 7. (k) Notwithstanding anything to the contrary contained in this Agreement, in the event that interest an electronic signature is affixed to an instruction issued hereunder to disburse or transfer funds, such instruction may be paid confirmed by a verifying call-back (or email confirmation) to the Sellers by checkan Authorized Representative.

Disposition and Termination. (a) Except In the event Purchaser has a claim against the Stockholders for income earned indemnification of Losses (which as defined in the Merger Agreement) under the terms of the Merger Agreement (a “Claim”), Purchaser shall be distributed as described in paragraph 3 deliver prompt notice of such Claim (a “Claim Notice”) to the SellersStockholders’ Representative and to the Escrow Agent within twenty (20) days after learning of such Claim (or within such shorter time as may be necessary to give the Stockholders a reasonable opportunity to respond to such Claim) stating in reasonable detail the nature and as provided in paragraphs basis of such Claim and providing copies of the relevant documents evidencing such Claim, the amount of the Claim (bthe “Claimed Amount”), (c) or (d) below, and the total amount held in basis for the Escrow Fund shall be released to the Sellers on the 18-month anniversary of the date hereofindemnification sought. (b) Upon receipt Subject to Section 5(f) below, in connection with the indemnification by the Stockholders of any Claim under the Merger Agreement, the Escrow Agent shall distribute the Escrow Amount only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both Purchaser and the Stockholders’ Representative (the “Joint Instruction”) that instructs the Escrow Agent as to the distribution of some or all of the Escrow Amount to Purchaser or the Stockholders, as applicable, or (ii) a final and non-appealable order or judgment of a court of competent jurisdiction (an “Order”), a copy of which is delivered to the Escrow Agent by either Purchaser or the Stockholders’ Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Amount to Purchaser or the Stockholders, as applicable, and which is accompanied by an opinion of such Party’s counsel stating to the finality of the court order. (c) To the extent the Joint Instruction provides for a portion of the Escrow Amount to be distributed to Purchaser in satisfaction of the indemnification of the relevant Claim (the “Claimed Amount”), the Joint Instruction shall specify the portion of the Cash Escrow Amount and the number of the Escrow Shares (collectively, the “Payment Amount”) to be distributed to Purchaser from the Escrow Amount in satisfaction of the payment of the Claimed Amount. Each Payment Amount shall be withdrawn from the Escrow Amount in accordance with each Stockholder’s pro rata share set forth on Schedule 1 (referred to herein as the “Pro Rata Share” of such Stockholder) in the same ratio of cash (if any) and shares of Purchaser Common Stock (if any) as that applicable to the amount originally deposited with the Escrow Agent on behalf of each such Stockholder (as set forth in Schedule 1) as of the date hereof. For purposes of making any distribution of Escrow Shares to Purchaser in satisfaction of any Claims, and for purposes of determining the distribution of any portion of the Escrow Amount to the Stockholders in accordance with their Pro Rata Share, hereunder, the Escrow Shares shall be deemed to have a value of $21.79 per Escrow Share unless, at the relevant time, there has been a Change of Control of Purchaser in which event each Escrow Share shall be deemed to have a value per share equal to the per share value of the consideration payable or issuable by the acquirer of Purchaser with respect to the non-voting shares of common stock of Purchaser pursuant to the terms, and upon the closing, of such Change of Control. (d) Any release or distribution by the Escrow Agent of written instructions signed Escrow Shares to Purchaser in respect of a Claimed Amount shall be made by mailing the Sellers and stock certificates, together with the Purchaser ("Joint Written Instructions") directing Stock Powers related to such stock certificates, deposited with the Escrow Agent to release all or any portion Purchaser. Purchaser shall complete the Stock Powers to effect transfers to Purchaser of the Escrow Fund to the Purchaser or the Sellers, as the case may be, the Escrow Agent shall release funds or requisite number of Escrow Shares in accordance with held by each Stockholder representing such direction. Stockholder’s pro rata share (cthe “Escrow Share Percentage”) Upon receipt by the Escrow Agent of a notice of a claim for indemnification under the Purchase Agreement ("Claim Notice") sent by the Purchaser to the Sellers, the Escrow Agent shall set aside from the Escrow Cash Fund and retain custody of the lesser of (x) the amount set forth in the Claim Notice (the "Claimed Amount") and (y) the then remaining balance of the Escrow Cash Fund. (d) In the event that the remaining balance in the Escrow Cash Fund is less than the amount set forth in the Claim Notice and any other Claim Notices received by the Escrow Agent as to which the Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody of the Escrow Shares. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant to: (i) Joint Written Instructions directing the Escrow Agent to release all or any portion of such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice and (y) is one from which no appeal is or can be taken ("Final Order"), as evidenced by Joint Written Instructions or by such other evidence as shall be satisfactory to the Escrow Agent, it being understood that (without limiting other forms of evidence that may be satisfactory to the Escrow Agent) a certified copy of an arbitration award or court order accompanied by a letter addressed to the Escrow Agent from outside counsel to the Purchaser or the Sellers which (A) states that such award or court order is a Final Order, (B) specifies by reference to the appropriate Claim Notice(s) the claims for indemnification that are resolved by such Final Order, (C) if applicable, sets forth the amount to be paid to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the aggregate number of Escrow Shares to be delivered transferred to Purchaser in satisfaction of the Escrow Share portion of the Payment Amount based on the number of Escrow Shares originally issued to such Stockholder at the closing of the Merger relative to the Purchaser and total number of Escrow Shares issued to all Stockholders (D) states that a copy of such letter has been sent to the party to this Agreement (the Purchaser or the Sellers) that is not such counsel's client (the "Other Party") and its counsel shall be deemed satisfactory to the Escrow Agreement unless an objection and a statement of the reasons therefor are received as set forth in writing by the Escrow Agent from counsel to the Other Party within 15 days after receipt by the Escrow Agent of such letter from counsel. (iii) Upon receipt of such Joint Written Instructions or evidence described in clause (iiSchedule 1), the . The Escrow Agent shall release funds have no liability whatsoever for any error, delay or Escrow Shares promptly failure to the Sellers or act by the Purchaser, as directed including without limitation any error, delay or failure in the Joint Written Instructions or Final Order and letter; except that the Escrow Agent shall not release funds to the Sellers upon receipt of a Final Order before the 18 month anniversary of the date hereof, or to the extent from and after such 18 month anniversary that the remaining principal balance in the Escrow Cash Fund after such release would be less than the aggregate Claimed Amount of all then unresolved claims as to which the Purchaser had previously given to the Sellers, with a copy to the Escrow Agent, a Claim Notice. (f) Upon delivery of the entire amount of the such Escrow Fund, this Agreement shall be deemed to be terminated, and the Escrow Agent shall be released and discharged from all further obligations hereunderShares. (g) All amounts to be paid by the Escrow Agent to the Sellers or the Purchaser hereunder shall be paid by wire transfer of immediately available funds to the appropriate account specified in Schedule 1 or such other account as shall be designated by the appropriate party by notice to the Escrow Agent, except that interest may be paid to the Sellers by check.

Disposition and Termination. (a) Except for income earned (which shall be distributed as described in paragraph 3 to the Sellers) and as provided in paragraphs (b), (c) or (dSection 3(d) below, the total amount held in Escrow Agent shall allow a Transfer or disburse the Escrow Fund shall Shares or any part thereof only in accordance with and upon: (i) written instructions of each of Pogo Royalty and the Founder whose Escrow Shares are at interest (a “Joint Written Direction”), duly executed by an authorized person of Pogo Royalty and the Founder whose Escrow Shares are at interest (or counterparts thereof), or (ii) a written instruction, order or judgment (x) which has not been reversed, stayed, modified, amended, enjoined, set aside, annulled or suspended, (y) with respect to which no request for a stay, motion or application for reconsideration or rehearing, notice of appeal or petition for certiorari is filed within the deadline provided by applicable statute or regulation or as to which any appeal that has been taken or any petition for certiorari that has been or may be released filed has been resolved by the highest court to which the Sellers on order or judgment was appealed or from which certiorari was sought and (z) as to which the 18-month anniversary deadlines for filing such request, motion, petition, application, appeal or notice referred to in clause (y) above have expired of the date hereofa court of competent jurisdiction (a “Final Order”). (b) Upon Not later than five (5) Business Days after receipt by of a Joint Written Direction or five (5) Business Days after receipt of a Final Order, in either case, directing the Escrow Agent to permit the Transfer or disbursement of written instructions signed by the Sellers Escrow Shares in accordance with the terms and the Purchaser ("provisions of such Joint Written Instructions"Direction or Final Order, the Escrow Agent shall disburse such Escrow Shares in accordance therewith. (c) directing Any Joint Written Direction or Final Order may instruct the Escrow Agent to release all or any portion of the remainder Escrow Fund to Shares. (d) Upon the Purchaser or date that is six (6) months following the Sellers, as the case may beLockup Expiration Date, the Escrow Agent shall release funds or all remaining Escrow Shares to the Founders in accordance with such direction.proportion to the Founder’s holdings on Exhibit A. (ce) Upon receipt the delivery of all the Escrow Shares by the Escrow Agent in accordance with the terms of a notice of a claim for indemnification under the Purchase this Agreement, this Agreement ("Claim Notice") sent by the Purchaser shall terminate, subject to the Sellersprovisions of Section 6. (f) Unless otherwise directed in a Joint Written Direction or Final Order, if, pursuant to any distribution made in accordance with this Section 3, the Escrow Agent shall set aside from the Escrow Cash Fund and retain custody of the lesser of (x) the amount set forth in the Claim Notice (the "Claimed Amount") and (y) the then remaining balance of the Escrow Cash Fund. (d) In the event that the remaining balance in the Escrow Cash Fund is less than the amount set forth in the Claim Notice and any other Claim Notices received by the Escrow Agent as to which the Escrow Agent has not received a notice of resolution, the Escrow Agent shall retain custody of the Escrow Shares. (e) Amounts retained pursuant to paragraphs (c) and (d) shall be released only pursuant to: (i) Joint Written Instructions directing the Escrow Agent to release all or any portion of such funds or Escrow Shares; or (ii) An arbitration award or court order that (x) finally resolves a claim stated in a Claim Notice and (y) is one from which no appeal is or can be taken ("Final Order"), as evidenced by Joint Written Instructions or by such other evidence as shall be satisfactory to the Escrow Agent, it being understood that (without limiting other forms of evidence that may be satisfactory to the Escrow Agent) a certified copy of an arbitration award or court order accompanied by a letter addressed to the Escrow Agent from outside counsel to the Purchaser or the Sellers which (A) states that such award or court order is a Final Order, (B) specifies by reference to the appropriate Claim Notice(s) the claims for indemnification that are resolved by such Final Order, (C) if applicable, sets forth the amount to be paid to the Purchaser as a result of such Final Order and if such amount cannot be satisfied from amount in the Escrow Cash Fund, the number of will deliver Escrow Shares to be delivered to the Purchaser and a Founder (D) states that a copy of such letter has been sent to the party to this Agreement (the Purchaser or the Sellers) that is not such counsel's client (the "Other Party") and its counsel shall be deemed satisfactory to the Escrow Agreement unless an objection and a statement of the reasons therefor are received in writing by the Escrow Agent from counsel to the Other Party within 15 days after receipt by the Escrow Agent of such letter from counsel. (iii) Upon receipt of such Joint Written Instructions or evidence described in clause (iidesignee), the Escrow Agent shall release funds or Escrow Shares promptly also concurrently deliver to the Sellers or the Purchaser, as directed in the Joint Written Instructions or Final Order such person all dividends received on account of such shares and letter; except that the Escrow Agent shall not release funds to the Sellers upon receipt of a Final Order before the 18 month anniversary of the date hereof, or to the extent from and after such 18 month anniversary that the remaining principal balance in the Escrow Cash Fund after such release would be less than the aggregate Claimed Amount of all then unresolved claims as to which the Purchaser had previously given to the Sellers, with a copy to the Escrow Agent, a Claim Notice. (f) Upon delivery of the entire amount of the Escrow Fund, this Agreement shall be deemed to be terminated, and the Escrow Agent shall be released and discharged from all further obligations hereunder. (g) All amounts to be paid held by the Escrow Agent to the Sellers or the Purchaser hereunder shall be paid by wire transfer of immediately available funds to the appropriate account specified in Schedule 1 or at such other account as shall be designated by the appropriate party by notice to the Escrow Agent, except that interest may be paid to the Sellers by checktime.