Common use of Escrow Amount Clause in Contracts

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Twenty Eight Thousand Two Six Hundred Forty-One Fourteen Dollars ($90,24128,614) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Three Hundred Forty-Seven Thousand Two Hundred FortyNinety-One Nine Dollars ($90,241347,299) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Five Hundred Thirty-Three Thousand Two Eight Hundred Forty-One Six Dollars ($90,241533,846) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer Intermediate Corp shall enter deposit the Escrow Amount into an escrow agreement in the form attached hereto as Exhibit A interest-bearing account (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow AmountAccount”) with the Escrow & Exchange Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on and the Escrow Amount shall be for remain in escrow subject to the benefit terms of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), this Agreement and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six Agreement until twelve (612) months after following the Closing Date (as defined in Section 1.06 hereof), fifty percent the “Escrow Release Date”) (50%) subject to the terms of the Escrow Amount then Agreement relating to then-outstanding indemnification claims). With respect to (a) any amounts remaining in escrow under the Escrow Account on the Escrow Release Date (subject to the terms of the Escrow Agreement relating to then-outstanding indemnification claims) or (b) any amounts released at a later date following resolution of a claim pending on the Escrow Release Date (all such amounts under clauses (a) and not then subject (b), the “Returned Escrow Amounts”), (i) the portion of such amount allocable to an outstanding Indemnification Claim the Company Shareholders entitled to payment thereof pursuant to Section 3.1(b) shall be paid by immediately distributed pursuant to Section 3.4(b) and (ii) the portion of such amount allocable to the Option Holders entitled to payment thereof pursuant to Section 3.3 shall be remitted to the Surviving Corporation for immediate distribution pursuant to Section 3.4(b). Returned Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portionAmounts, if any, which are payable to Option Holders shall be paid in accordance with the provisions of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) relating to transaction based compensation, including the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior provisions contained therein relating to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution receipt of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in amounts that are payable within the Escrow Agreementshort term deferral period following the lapse of a substantial risk of forfeiture.

Escrow Amount. (a) On the Effective Time, Merger Sub shall deposit Four Million and 00/100 Dollars ($4,000,000.00) of the Merger Consideration (as the same may be increased as set forth herein, the “Escrow Amount”) into escrow pursuant to the Escrow Agreement. ▇▇▇▇▇ Fargo Bank, N.A. as the escrow agent (the “Escrow Agent”) shall hold the Escrow Amount and all interest and other amounts earned thereon in an escrow account (the “Escrow Account”) for purposes of securing any amounts payable by the SFC Equityholders on account of any and all indemnification obligations under Section 10.02 hereof and certain other amounts payable hereunder in accordance with this Agreement and the Escrow Agreement. At the ClosingEffective Time, Seller each of Parent, the Surviving Corporation, Equityholder Representative and Buyer the Escrow Agent shall enter into execute an escrow agreement in the form attached hereto as Exhibit A III (the “Escrow Agreement”). (b) Within three (3) business days following the twelve (12) month anniversary of the Effective Time (the “Initial Release Date”), pursuant a portion of the Escrow Amount equal to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Million and 00/100 Dollars ($90,2412,000,000.00), minus (x) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on amount of any Losses previously offset against the Escrow Amount pursuant to Section 10.11(a), minus (y) the amount of any costs and expenses previously paid out of the Escrow Account in accordance with this Agreement, and minus (z) the amount of any indemnity claims asserted by the NAVR Indemnified Parties in good faith pursuant to Section 10.02 prior to the Initial Release Date and which remain in dispute as of the Initial Release Date (any amount described in clause (z) of this sentence, an “Initial Unresolved Amount”), shall be for released from the benefit Escrow Account and paid over to the SFC Equityholders by confirmed wire transfer of Sellerimmediately available funds, with the costs of such disbursement paid from the Escrow Account to the extent such costs are not included in the fees and expenses previously paid by Parent, Merger Sub and the SFC Equityholders pursuant to Section 2.06(d). In the event Buyer makes a written claim or demand for it is finally determined, in accordance with Article X, that any Initial Unresolved Amount withheld from release pursuant to the preceding sentence is not subject to indemnification by the SFC Equityholders under Section 15 hereof 10.02, such amount shall be released from the Escrow Account and paid over to the SFC Equityholders, by confirmed wire transfer of immediately available funds, within three (an 3) business days following such determination. All remaining portions of the Escrow Amount (except for the amount of any indemnity claims asserted by the NAVR Indemnified Parties in good faith pursuant to Section 10.02 prior to the Final Release Date and which remain in dispute (a “Indemnification ClaimContinuing Unresolved Amount”)) and any interest accrued thereon shall be released from the Escrow Account and paid over to the SFC Equityholders, by confirmed wire transfer of immediately available funds, on the date that is eighteen (18) months following the Effective Time (the “Final Release Date”). Any Continuing Unresolved Amount withheld from release after the Final Release Date and Seller does finally determined not dispute such Indemnification Claim, or is determined to be liable subject to indemnification by the SFC Equityholders in accordance with this Agreement, shall be released to the SFC Equityholders by confirmed wire transfer of immediately available funds within three (3) business days following such determination. (c) Any amounts released from the Escrow Account for benefit of the SFC Equityholders shall be paid to the accounts and in respect proportion their respective Percentage Interests set forth on Section 2.06(c) of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date Company Disclosure Schedule (as defined in Section 1.06 hereofbelow). For purposes of this Agreement, the “Percentage Interest” of a SFC Equityholder means a fraction (rounded to the nearest ten thousandth), (i) the numerator of which is (A) the aggregate number of Shares of Company Common Stock and Series A Preferred Stock held by such SFC Equityholder immediately prior to the Effective Time, plus (B) the number of shares of Company Common Stock subject to outstanding Options held by such SFC Equityholder immediately prior the Effective Time; and (ii) the denominator of which is the Fully Diluted Common Stock Number. (d) Parent and/or Merger Sub, on one hand, and the SFC Equityholders (paid from the Escrow Account), on the other hand, shall each pay fifty percent (50%) of the Escrow Amount then remaining in escrow under fees, expenses and costs associated with establishing and maintaining the Escrow Account in accordance with this Agreement and not then subject to an outstanding Indemnification Claim the Escrow Agreement, provided that the costs of disbursements shall be paid from the Escrow Account (unless such costs of disbursement are included in the fees and expenses previously paid by Parent, Merger Sub and the SFC Equityholders pursuant to this Section 2.06(d)). (e) Parent, Merger Sub and the Equityholder Representative agree to promptly provide the Escrow Agent with jointly-executed written instructions to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter disburse or retain the Escrow Agent shall pay the portionAmount (or a portion thereof, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of as applicable) from the Escrow Account in accordance with this Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At In connection with the ClosingStock Exchange and the Merger, Seller Parent, the Stockholders’ Agent, Continental Stock Transfer and Buyer shall enter Trust Company (the “Escrow Agent”), ▇▇▇▇▇▇▇▇▇, individually, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”) are entering into an the escrow agreement in the form attached hereto as Exhibit A C (the “Escrow Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, in connection with any payment hereunder, Parent shall withhold from the shares issued to each of the Rollover Stockholders pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars Section 1.1 ($90,241excluding the Transferred Common Shares Consideration) and the cash otherwise payable to each holder of outstanding Common Stock (the “Common Stockholders”) in accordance with Section 1.7(a) cash and shares (the “Escrow AmountShares”) with in an amount equal to such holder’s Pro Rata Share of the Escrow AgentAmount as set forth on the Payment Spreadsheet. For purposes of the foregoing, which each such holder’s “Pro Rata Share” shall be a fraction whose numerator is the aggregate number of shares of Common Stock held by such holder immediately prior to the Stock Exchange, and whose denominator is the aggregate number of shares of Common Stock outstanding immediately prior to the Stock Exchange and “Escrow Amount” shall initially mean $1,720,000 (with references to the Escrow Agent Amount in a segregated account this Agreement, as security for Sellerat any applicable date, giving effect to any reduction of such amount from time to time (including, without limitation, the Step-Down pursuant to Article 8 of this Agreement)). In calculating each Common Stockholder’s indemnification obligations Pro Rata Share of the Escrow Amount to be withheld from the shares or cash to which such Common Stockholder is otherwise entitled under Section 15 hereof1.1 and Section 1.7, the shares shall be valued at $5.98 per share. All interest accruing on Amounts to be withheld in respect of each Rollover Stockholder’s Pro Rata Share of the Escrow Amount shall be withheld first from shares of Parent Common Stock issued pursuant to Section 1.1. If the value of such withheld shares (which shall be valued at $5.98 per share) is insufficient to provide for such Rollover Stockholder’s Pro Rata Share of the benefit Escrow Amount, then and only to the extent of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined insufficiency shall cash otherwise payable to be liable for and such Rollover Stockholder in respect of Common Stock be withheld by Parent to satisfy such Indemnification Claim by a court Rollover Stockholder’s obligations in respect of competent jurisdictionthe Escrow Amount. Promptly following the Effective Time, then Parent shall cause the Escrow Amount consisting of cash and shares to be deposited with the Escrow Agent promptly thereafter and the Escrow Agent shall pay hold such Indemnification Claim shares in full its vault and such cash in an interest bearing escrow account (collectively, the shares and cash, the “Escrow Fund”) as security for the indemnification obligations under Article 8 and for purposes of paying any Adjustment Amount pursuant to BuyerSection 1.7(h)(iii). All income and gains earned on the Escrow Fund shall be included by Parent as taxable income or loss of Parent and the Escrow Agreement shall provide for the Escrow Agent to make quarterly distributions to Parent equal to forty percent (40%) of the taxable income recognized on the Escrow Fund in such quarter to satisfy any tax obligations that arise as a result of such income and gains being attributed to Parent. Any income and gains of the Escrow Fund shall be available to Parent as part of the Escrow Fund, all as more particularly provided but if not paid to Parent in connection with the indemnification obligations owed to any Parent Indemnitee, or paid to Parent to cover Taxes, shall ultimately be distributable to the Common Stockholders in accordance with this Agreement and the Escrow Agreement. On The parties acknowledge and agree that any amounts (whether principal or income and gains on principal earned during the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) term of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid Fund) distributed by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter from the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior Fund to the expiration of Common Stockholders pursuant to the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement shall be extendedtreated, for U.S. federal income tax purposes, as additional consideration paid to the Common Stockholders for their shares pursuant to the Stock Exchange and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all Merger as more particularly provided in the Escrow Agreementand when that amount is distributed.

Escrow Amount. At 7.4.1. On the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A Closing Date (the “Escrow AgreementPayment Date”), pursuant the Purchaser shall cause to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) be delivered to a separate account with Delaware Trust Company (the “Escrow AmountAgent” and such account, the “Escrow Account”) the Escrow Amount in accordance with the terms of the Escrow Agreement. Such amount shall be held pursuant to the terms of the Escrow Agreement and shall be available to satisfy any obligations of the Sellers (other than DiGame) in respect of (i) any adjustments to the Purchase Price hereunder, and (ii) any indemnification obligations and any claims for breach of any warranty of the Sellers (other than DiGame) under this Agreement. 2U shall pay all fees and expenses of the Escrow Agent. 7.4.2. Notwithstanding anything to the contrary contained in this Agreement, which if the Purchaser intends to set-off or deduct amounts due and payable to the Purchaser, in terms of this Agreement, from any portion of (i) the Escrow Amount and/or (ii) the Earn Out Amount, and the Sellers’ Representative disputes such set-off or deduction, then such disputed amount shall be held by placed with the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofaccordance with clause 6.4.. 7.4.3. All interest accruing on Subject to the Escrow Amount shall be for the benefit terms and conditions of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), this Agreement and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six , (6i) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of any amounts remaining in the Escrow Amount then Account on the twelve (12) month anniversary of the Closing Date and (ii) any amounts remaining in escrow under the Escrow Account on the eighteen (18) month anniversary of the Closing Date (each such date, an “Escrow Release Date”), which are not reserved for the payment of, or otherwise subject to, any claim for adjustment to the Purchase Price, indemnification, claim for breach of warranty hereunder or disputed right to set off hereunder (the “Escrow Release Amount”), shall be released for benefit of the Sellers (other than DiGame) no later than the fifteenth (15th) Business Day following such Escrow Release Date (each, an “Escrow Payment Date”). On each Escrow Payment Date, the Escrow Agent shall deliver the applicable Escrow Release Amount on behalf of the Purchaser to ENS Africa, for payment by ENS Africa to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and for distribution by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Sellers (other than DiGame) pro rata in accordance with their respective Sellers’ Escrow Proportions. 7.4.4. For all purposes of this Agreement, DiGame shall not be a party to the Escrow Agreement and shall not then subject be entitled to an outstanding Indemnification Claim shall be paid by receive any portion of the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account amounts payable to Sellers in terms of the Escrow Agreement. 7.4.5. If any such claim, amount becomes payable to the term Purchaser from the Escrow Amount or any other amount held in terms of the Escrow Agreement in terms of this Agreement, such amount shall be extended, and the Escrow Agent shall continue to hold in escrow the portion have been released on behalf of the then Escrow Amount in disputeSellers, excluding DiGame, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Sellers’ respective Sellers’ Escrow AgreementProportions.

Escrow Amount. (i) At the Closing, Seller the Escrow Fund shall consist of a combination of Escrow Cash and Buyer shall enter into an escrow agreement Escrow Shares, as set forth in the form attached hereto as Exhibit A Spreadsheet. The Escrow Shares shall have a deemed cash value of $332,599.37 in the aggregate (the “Escrow AgreementShare Cash Balance”), pursuant of which $152,594.82 shall be attributable to the Hellier Trust and $180,004.55 shall be attributable to the ▇▇▇▇▇▇ Trust. Subject to Sections 8.4(a), (b) and (c) above, by virtue of this Agreement and as partial security for the indemnity obligations provided for in Section 8.2 hereof, subject to the terms of this Agreement, the Parent Indemnified Parties shall have the right (but not the obligation), in the manner provided in this Section 8.4(e) and Section 8.5, to recover the amount of any Losses with respect to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars the Parent Indemnified Parties are entitled to indemnification hereunder by ($90,241A) (the “Escrow Amount”) with release of cash from the Escrow AgentFund or (B) the release of Surrendered Escrow Shares, as described below. (ii) Subject to Subsection (iv) below, on the date any claim becomes a Payable Claim for which shall be held by a Parent Indemnified Party has elected to seek recovery from the Escrow Agent in a segregated account as security for SellerFund, each Indemnifying Party’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) Pro Rata Portion of the remaining Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portionFund, if any, shall be irrevocably and immediately reduced by the amount of the then remaining Escrow Amount not in dispute to Sellersuch claim; provided, however, that if prior and to the expiration extent a Payable Claim is not payable by all the Indemnifying Parties based on their Pro Rata Portion of the Survival Periodapplicable Loss, Buyer each Indemnifying Party’s Pro Rata Portion of the remaining Escrow Fund shall have made an Indemnification be reduced by the amount of the Payable Claim or commenced litigation or any other proceeding on account payable by such Indemnifying Party. The Dollar amount of any such claimthe aggregate reduction from the Escrow Fund shall reduce the Payable Claims by the exact same Dollar amount. If, as a result of the preceding proviso in this Section 8.4(e)(ii), the term Pro Rata Portion of the remaining Escrow Agreement Fund attributable to one or more Indemnifying Parties is reduced to zero before the Pro Rata Portion of the remaining Escrow Fund of one or more other Indemnifying Parties is reduced to zero, then (unless otherwise prohibited by this Agreement) the Parent Indemnified Parties shall recover Payable Claims attributable to such Indemnifying Parties directly from those Indemnifying Parties whose Pro Rata Portion of the remaining Escrow Fund has been fully depleted, and shall recover amounts attributable to the other Indemnifying Parties from their remaining Pro Rata Portions of the remaining Escrow Fund. If the remaining Escrow Fund attributable to all the applicable Indemnifying Parties is reduced to zero, then the Parent Indemnified Parties shall recover all Payable Claims directly from such Indemnifying Parties by whom such Payable Claims are payable. (iii) At the Escrow Release Time, if and to the extent any Indemnifying Party’s Pro Rata Portion of the remaining Escrow Fund, if any, after taking into account all reductions and adjustments pursuant to Section 8.4(e)(ii), exceeds the amount of the Unresolved Claims that, if successful, would be payable by such Indemnifying Party, then such Indemnifying Party’s Pro Rata Portion of the remaining Escrow Fund, if any, shall be extendedreduced by the amount of such excess and payment of such excess shall be made from the Escrow Fund, either (A) in cash to the account(s) specified by the Stockholder Representative (and the Escrow Agent shall continue then, after receiving wire transfer instructions from the Stockholder Representative, promptly distribute such payment to hold each such Indemnifying Party so that each such Indemnifying Party receives such excess amount attributable to it, him or her), or (B) through the release of Surrendered Escrow Shares, in escrow each case in accordance with Section 8.5(b)(ii). (iv) From and after the Escrow Release Time until each Indemnifying Party’s entire Pro Rata Portion of the Escrow Fund has been fully depleted pursuant to Section 8.4(e)(ii), Section 8.4(e)(iii) and the last sentence of this Section 8.4(e)(iv), Buyer shall promptly deliver to the Stockholder Representative a notice, as each Unresolved Claim (whether or not such Unresolved Claim existed on the Survival Date) becomes resolved as either a Payable Claim or a claim that is not a Payable Claim, of such resolution and either (A) if and to the extent the Unresolved Claim has been resolved as a Payable Claim, Buyer shall specify the amount by which each Indemnifying Party’s Pro Rata Portion of the Escrow Fund has been reduced further in accordance with and subject to Section 8.4(e)(ii) as a result of such Unresolved Claim becoming a Payable Claim or (B) if and to the extent the Unresolved Claim has been resolved as a claim that is not entirely a Payable Claim, specify the positive amount, if any, at such time by which such Indemnifying Party’s Pro Rata Portion of the remaining Escrow Fund (after taking into account all reductions and adjustments pursuant to Section 8.4(e)(ii) and all payments pursuant to Section 8.4(e)(iii) and the last sentence of this Section 8.4(e)(iv), attributable to each Indemnifying Party whose Pro Rata Portion of the remaining Escrow Fund would have been reduced if such Unresolved Claim had been entirely a Payable Claim, exceeds the aggregate amount of the remaining Unresolved Claims (including Unresolved Claims that did not exist on the Survival Date) that, if successful, would be payable by such Indemnifying Party. The Pro Rata Portion of the Escrow Fund attributable to each such Indemnifying Party referenced in the preceding clause (B) shall be reduced by such positive excess amount, if any, specified in accordance with the preceding clause (B) that is attributable to such Indemnifying Party and payment of such excess shall be paid from the Escrow Fund either (x) in cash to the account(s) specified by the Stockholder Representative (and the Escrow Agent shall then, after receiving wire transfer instructions from the Stockholder Representative, promptly distribute such payment to each such Indemnifying Party referenced in the preceding clause (B) so that each such Indemnifying Party receives such positive excess amount attributable to it, him or her) or (y) through the release of Surrendered Escrow Shares, in each case in accordance with Section 8.5(b)(ii). (v) If the Escrow Fund is to be reduced pursuant to Section 8.4(e)(ii), Section 8.4(e)(iii) or the last sentence of Section 8.4(e)(iv) and the Indemnifying Party to whom such reduction is allocated is a Founder Trust, any such reduction in such Founder Trust’s Pro Rata Portion of the remaining Escrow Fund, if any, shall be allocated first to the Escrow Share Cash Balance until the Entire Escrow Share Cash Balance is equal to zero, and then to the remainder of the Escrow Fund allocated to such Founder Trust. To the extent that the reduction is allocated to the Escrow Share Cash Balance pursuant to the preceding sentence, the Founder Trust to whom such reduction is allocated shall be deemed to have surrendered to Parent, immediately and without any action on the part of such Founder Trust or any other Person, that number of Escrow Shares equal to the quotient of (A) the amount of the reduction divided by (B) the Share Purchase Price (the “Surrendered Escrow Shares”), rounded to the nearest whole share. If a portion of the Escrow Fund that is to be released to a Parent Indemnified Party other than Parent consists of Surrendered Escrow Shares, such shares shall be immediately and without any action on the part of such Founder Trust or any other Person be returned to Parent, and Parent shall pay an amount in cash equal to the portion of the then Escrow Amount in disputeShare Cash Balance represented by such Surrendered Escrow Shares to the Parent Indemnified Party. (vi) Any amounts payable to the Indemnifying Parties pursuant to clauses (iii) and (iv) above shall be rounded to the nearest one hundredth (0.01) of a Dollar (with amounts 0.005 and above rounded up), in each case until and if such amounts are subject to applicable Tax withholding, the Escrow Agent shall deduct the appropriate Tax withholding amounts and distribute the net funds to the applicable Indemnifying Party. If the sum of the final resolution amounts payable to the Indemnifying Parties, rounded as a result of the preceding sentence, does not equal the remaining Escrow Fund, then the appropriate amount will be added or subtracted from the Indemnifying Party with the greatest Pro Rata Portion, such that the sum of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in final amounts does equal the remaining Escrow AgreementFund.

Escrow Amount. At On the ClosingClosing Date, Seller Parent shall deposit with the Escrow Agent the Escrow Cash and Buyer shall enter into the Escrow Shares, to be held in trust as an escrow agreement fund (such amount and shares in deposit (as may be reduced from time to time), together with any interest, dividends, gains and other income thereon, the “Escrow Fund”), which amounts shall not become payable as of the Closing Date but shall instead be paid in accordance with, and subject to the provisions of, Article 10 and pursuant to the terms of an Escrow Agreement in substantially the form attached hereto as Exhibit A I (the “Escrow Agreement”). Notwithstanding the foregoing, pursuant to which Seller the extent that an Indemnifying Party (or the Company on such Indemnifying Party’s behalf) has not delivered a fully completed and validly executed Investor Questionnaire to either the Exchange Agent or Parent on or before the Closing Date, Parent shall not deposit any portion of such Indemnifying Party’s Escrow Cash and Escrow Shares (if any) with the Escrow Agent. As soon as reasonably practicable following the delivery of a fully completed and validly executed Investor Questionnaire by any such Indemnifying Party to Parent or the Exchange Agent, Parent shall deposit Ninety Thousand Two Hundred Forty-One Dollars such Indemnifying Party’s Escrow Cash and Escrow Shares ($90,241) (the “Escrow Amount”if any) with the Escrow Agent, other than any such cash or shares that Parent would have been entitled to recover from the Escrow Fund pursuant to Article 10 or Article 11 had they been deposited therein on the Closing Date, which shares or cash shall be forfeited to Parent at such time as such shares or cash would have been released to Parent from the Escrow Fund had they been deposited on the Closing Date. The Escrow Fund shall be held as partial security for any Damages for which any of the Indemnified Parties are entitled to recovery under this Agreement, including Article 10 and Article 11. The Escrow Amount shall be withheld from the amounts payable to Indemnifying Parties pursuant Sections 2.3(c) and 2.3(d), and the amount of Escrow Cash and Escrow Shares so withheld from each Indemnifying Party shall be deemed to have been contributed to the Escrow Fund with respect to such Indemnifying Party. Parent shall pay all of the fees and expenses associated with the hiring and retention of the Escrow Agent. Except to the extent delivered to Parent or an Indemnified Party in connection with an indemnity claim pursuant to Article 10 or in connection with Article 11, the Parent Shares transferred to the Escrow Fund shall be treated by Parent and its Affiliates as issued and outstanding capital stock of Parent, and shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement as a segregated book position registered in the name Wilmington Trust N.A., as Escrow Agent, in trust for the account and benefit of the Indemnifying Parties. The Indemnifying Parties will be entitled to exercise voting rights, and will be entitled to receive dividends (other than non-taxable stock dividends, which shall be withheld by Parent and included as security part of the Escrow Fund), in each case with respect to such Parent Shares. Parent shall be treated as owner of cash in the Escrow Fund for Seller’s indemnification obligations under Section 15 hereof. All Tax purposes prior to disbursement and all interest accruing on or other Taxable income, if any, earned from the investment of such cash in the Escrow Fund pursuant to this Agreement shall be treated for tax purposes as earned by Parent provided that the Escrow Agent is hereby authorized and directed to distribute to Parent (i) within thirty (30) days after the end of each quarter, and (ii) upon any final release of cash held in the Escrow Fund, an amount equal to forty five (45) percent of all interest or other taxable income earned on the Escrow Amount shall Fund during such quarter (for purposes of clause (i)) or during the portion of the year ending on the date of release (for purposes of clause (ii), as applicable). It is intended that the cash in the Escrow Fund will qualify for installment sale reporting under Section 453 of the Code. Any payments to be made out of the Escrow Fund for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Indemnifying Parties shall be paid by the Escrow Agent to Sellermade in accordance with Section 10.7. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portionEach Indemnifying Party’s right, if any, of the then remaining Escrow Amount not in dispute to Seller; providedreceive amounts or shares, howeveras applicable, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of from the Escrow Agreement Fund are non-transferable and non-assignable, except that each Indemnifying Party shall be extendedentitled to assign such Indemnifying Party’s rights to such amounts or shares, and as applicable, by will, by the Escrow Agent shall continue to hold in escrow the portion Laws of the then Escrow Amount in dispute, in each case until the final resolution intestacy or by other similar operation of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementlaw.

Escrow Amount. At (a) On the ClosingClosing Date, Seller Seller, Buyer and Buyer Escrow Agent shall enter into an Escrow Agreement providing for the formation of an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant fund. In order to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for secure Seller’s indemnification indemnity obligations to Buyer under Section 15 hereof. All interest accruing on this Agreement, the Escrow Amount shall be for deposited by wire transfer into an account designated by Escrow Agent in accordance with Section 2.3 to be held in escrow pursuant to the benefit terms of Seller. In the event Buyer makes a written claim or demand for indemnification under Escrow Agreement (the amount held in escrow as reduced from time to time pursuant to this Section 15 hereof (an 10.10 and this Article X, is hereinafter referred to as the “Indemnification ClaimEscrow Fund”), and Seller does not dispute such Indemnification Claim, or is determined . (b) Pursuant to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full Agreement and subject to BuyerSection 10.11, all as more particularly provided in the Escrow Agreement. Amount shall be released from the Escrow Fund as follows: (i) On the date which is six eighteen (618) months after month anniversary of the Closing Date (as defined in Section 1.06 hereofthe “First Distribution Date”), fifty percent Escrow Agent shall distribute to Seller an amount from the Escrow Fund equal to Fifteen Million Dollars (50%$15,000,000) less the sum of (x) any portion of the Escrow Amount Fund previously distributed to Buyer on or prior to the First Distribution Date, (y) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the First Distribution Date but which remains pending as of the First Distribution Date (to the extent such amount is reasonably estimable) and (z) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the First Distribution Date, there are Asbestos Claims (other than any Asbestos Claims described on Exhibit I) that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then remaining in escrow under that event only $7,500,000 as adjusted pursuant to subsections (x), (y) and (z) shall be distributed from the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid Fund by the Escrow Agent to Seller. The Escrow Agreement shall expire upon Seller on the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to SellerFirst Distribution Date; provided, however, that if prior in the event Seller is able to obtain a final, non-appealable judgment against the expiration Company’s insurers awarding Seller 100% of the Survival Perioddamages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claimwith satisfactory evidence establishing the foregoing, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue distribute to hold Seller an additional amount from the Escrow Fund equal to Seven Million Five Hundred Thousand Dollars ($7,500,000). (ii) On the fifth (5th) anniversary of the Closing Date (the “Second Distribution Date”), Escrow Agent shall distribute to Seller an amount from the Escrow Funds equal to (i) Five Million Dollars ($5,000,000) or (ii) if less than Five Million Dollars ($5,000,000) is then remaining in escrow the Escrow Fund, all remaining amounts from the Escrow Fund, if on the Second Distribution Date Asbestos Losses paid as of the Second Distribution Date are equal to or less than One Million Dollars ($1,000,000) less (x) any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v) prior to the Second Distribution Date but which remains pending as of the Second Distribution Date (to the extent such amount is reasonably estimable) and (y) any pending Asbestos Claims described on Exhibit I (to the extent such amount is reasonably estimable). If on the Second Distribution Date, (i) Asbestos Losses (other than any Asbestos Claims described on Exhibit I) paid as of the Second Distribution Date are greater than One Million Dollars ($1,000,000) or (ii) there are Asbestos Claims that all of the Company’s insurers are unwilling or unable to fully insure or indemnify (as opposed to providing coverage with a reservation of rights) after proper notice of such claim has been made to the insurers, then no distributions from the Escrow Fund shall be made by Escrow Agent to Seller on the Second Distribution Date; provided, however, that in the event Seller is able to obtain a final, non-appealable judgment against the Company’s insurers awarding Seller 100% of the damages associated with such Asbestos Claims and the Buyer Indemnitees have reasonable assurance that the Company’s insurers (either jointly or severally) are liable for coverage of such Asbestos Claims and are financially able to honor any liability with respect to such Asbestos Claims, then, upon Seller providing Buyer with satisfactory evidence establishing the foregoing, the Escrow Agent shall distribute to Seller that portion of the then Escrow Amount Fund retained with respect to the Asbestos Claims. (iii) On the tenth (10th) anniversary of the Closing Date (the “Final Distribution Date”), Escrow Agent shall distribute to Seller all remaining amounts from the Escrow Fund less any amounts reasonably necessary to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i) prior to the Final Distribution Date, but which remain pending as of the Final Distribution Date. (c) In the event of a disagreement between the Parties on the reasonable estimate of any amounts to satisfy a claim for indemnification made by Buyer under Section 10.1(a)(i), (ii), (iv) or (v), or with respect to the Asbestos Claims described in disputeExhibit I, in each prior to the First Distribution Date or the Second Distribution Date but which remains pending as of the First Distribution Date or the Second Distribution Date, as the case until may be, the final resolution Parties will select a third party expert with no material relationship with any Party by lot to determine the reasonable estimated amount of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided pending claim within thirty (30) days following the Parties’ submission of the claim to such expert. The decision of the third party expert shall be final and binding upon the Parties and the estimated amount determined by the third party expert shall remain in the Escrow AgreementFund pending resolution of the indemnification claim in accordance with Article X. The fees and expenses of such third party expert retained pursuant to this Section 10.10(c) shall be equitably allocated by such third party expert based on the accuracy of the Parties’ positions relative to the final determination of the estimated amount by such third party expert.

Escrow Amount. At 5.1 On the ClosingSignature Date, Seller and Buyer Wits Gold shall enter into an escrow agreement in pay the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant Amount to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall to be held by in trust in an interest bearing trust account for the benefit of Wits Gold pending fulfilment of the Conditions Precedent. This clause 5 constitutes the mandate to the Escrow Agent in terms of section 78(2A) of the ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇. 5.2 The Escrow Amount shall be paid by Wits Gold by electronic transfer of immediately available and freely transferable funds into the Escrow Account. 5.3 In the event that – 5.3.1 either or both of the Conditions Precedent contained in clauses 4.1.6 and 4.1.7 are not fulfilled or waived by the date for fulfilment thereof set out in those clauses (or such later date as may be agreed in writing between the Parties); or 5.3.2 any of the other Conditions Precedent are not fulfilled as a segregated account result of any deliberate act or omission of Wits Gold intended by Wits Gold to frustrate and/or prevent such fulfilment, Wits Gold shall forfeit the Escrow Amount, which shall be paid to Harmony by way of pre-estimated liquidated damages, it being specifically recorded that in such circumstance, Harmony shall be entitled to unilaterally instruct the Escrow Agent in writing to pay the Escrow Amount to Harmony into Harmony’s Designated Account. 5.4 Harmony shall be obliged to provide Wits Gold with a copy of any instruction to the Escrow Agent given by it under the provisions of clause 5.3. 5.5 The Escrow Agent shall be entitled to pay the Escrow Amount to Harmony in accordance with Harmony’s written instruction, provided that the Escrow Agent has given Wits Gold at least 48 (forty eight) hours written notice that it intends to pay the Escrow Amount to Harmony and Wits Gold has not objected to such payment by written notice to the Escrow Agent prior to the expiry of the said 48 (forty eight) hours. If Wits Gold has objected as security contemplated in this clause 5.5, the resultant dispute may be referred by either Party for Sellerresolution in terms of clause 16. 5.6 If the Escrow Agent receives a notice from Wits Gold in accordance with the provisions of clause 5.5, it shall be obliged to retain the Escrow Amount until such time as the Escrow Agent receives written notification signed on behalf of both Parties or written notification from the arbitrator appointed in terms of clause 16 to release the Escrow Amount to Harmony. 5.7 In the event that Wits Gold forfeits the Escrow Amount as contemplated in clause 5.3 and the Escrow Amount is paid into Harmony’s indemnification obligations under Section 15 hereof. All Designated Account, the interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be simultaneously paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon into Wits Gold’s Designated Account. 5.8 In the termination event that the Conditions Precedent or any of the Survival Period them are not fulfilled (otherwise than as defined is contemplated in Section 15.01 hereofclause 5.3), and immediately thereafter the Escrow Agent shall forthwith after the date of lapse of this Agreement as a result thereof, pay the Escrow Amount together with accrued interest thereon into Wits Gold’s Designated Account. 5.9 In the event that the Conditions Precedent are all fulfilled or waived, as the case may be, by the relevant dates set out for fulfilment thereof in clause 4.1, the Escrow Agent shall pay an amount equal to - 5.9.1 the portionEscrow Amount to Harmony; and 5.9.2 the interest accrued on the Escrow Amount to Wits Gold, if anyon the Effective Date by electronic transfer of immediately available and freely transferable funds into Harmony’s Designated Account and Wits Gold’s Designated Account respectively, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa. 5.10 Wits Gold shall, in fulfilment of the Condition Precedent contained in clause 4.1.7, pay the Balance of the Consideration, plus VAT on the full Consideration, to the Escrow Agent, to be held in trust in an interest-bearing trust account for the benefit of Wits Gold pending fulfilment of the remainder of the Conditions Precedent. This clause 5 constitutes the mandate to the Escrow Agent in terms of section 78(2A) of the ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇. 5.11 The amount referred to in clause 5.10 shall be paid by Wits Gold by electronic transfer of immediately available and freely transferable funds into the Escrow Account. 5.12 In the event that, after payment of the Balance of the Consideration by Wits Gold in fulfilment of the Condition Precedent contained in clause 4.1.7, any of the Conditions Precedent contained in clauses 4.1.5 or 4.1.9 are not fulfilled, then remaining Wits Gold shall be entitled to unilaterally instruct the Escrow Amount Agent in writing to pay the Balance of the Consideration, plus VAT on the full Consideration and accrued interest thereon, into Wits Gold’s Designated Account. 5.13 The Escrow Agent shall be entitled to pay the Balance of the Consideration, plus VAT on the full Consideration to Wits Gold in accordance with Wits Gold’s written instruction, provided that the Escrow Agent has given Harmony at least 48 (forty eight) hours written notice that it intends to pay the said amount to Wits Gold and Harmony has not in dispute objected to Seller; provided, however, that if such payment by written notice to the Escrow Agent prior to the expiration expiry of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claimsaid 48 (forty eight) hours. If Harmony has objected as contemplated in this clause 5.13, the term resultant dispute may be referred by either Party for resolution in terms of clause 16. 5.14 If the Escrow Agent receives a notice from Harmony in accordance with the provisions of clause 5.13, it shall be obliged to retain the Escrow Amount until such time as the Escrow Agent receives written notification signed on behalf of both Parties or written notification from the arbitrator appointed in terms of clause 16 to release the Escrow Amount to Wits Gold. 5.15 In the event that all of the Escrow Agreement shall be extendedConditions Precedent are fulfilled or waived, and the Escrow Agent shall continue pay an amount equal to hold in escrow the portion Balance of the then Escrow Amount in dispute, in each case until Consideration plus VAT on the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in full Consideration to Harmony on the Escrow AgreementEffective Date and the interest accrued thereon to Wits Gold.

Escrow Amount. At In order to secure Sellers’ indemnity as provided in this Article VII, on the ClosingClosing Date, Seller the Principal Sellers and Buyer the Purchasers shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) Agreement with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six Six (6) months after the Closing Date (as defined in Section 1.06 hereof)Date, the Principal Sellers shall instruct the Escrow Agent to return to Sellers an amount equal to fifty percent (50%) of the portion of Indemnification Escrow Amount then remaining in escrow pertaining to the deposit of ten percent (10%) of the Estimated Purchase Price, less the amount of any Claims made by Purchasers under this Article VII. On the Escrow Agreement and not then subject to an outstanding Indemnification Claim first anniversary of the Closing Date, the Principal Sellers shall be paid by instruct the Escrow Agent to Seller. The Escrow Agreement shall expire upon return to Sellers the termination balance of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Indemnification Escrow Amount in disputepertaining to the deposit of ten percent (10%) of the Estimated Purchase Price shall be returned to the Sellers, in each case until less the final resolution amount of any unpaid Claims made by Purchasers under this Article VII. In the event that one (1) year after the Closing Date there are any unresolved Claims for indemnification made by Purchasers under this Article VII, subject to the continued withholding of a portion of the Indemnification Escrow Amount pursuant to the terms of Schedule 6.8, the balance of the Indemnification Escrow Amount not needed to pay such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided Claims shall be distributed to the Sellers Escrow Account for the account of the Sellers and such amounts needed to pay such Claims shall remain in the Escrow Account and shall be distributed to the Sellers Escrow Account for the account of the Sellers if and to the extent that such Claims against the Sellers are resolved and such amount is not needed to pay such Claims. The Escrow Agent shall comply with all requests from the Principal Sellers so long as the Escrow Agent receives no objection from Purchasers, in writing, within five (5) days after such request. Notwithstanding the foregoing, the release of the Additional Escrow Amounts shall be governed by Section 6.1 and Section 6.8 and the terms of the Escrow Agreement. Upon the receipt of funds in the Sellers Escrow Account, the Principal Sellers shall promptly instruct the Escrow Agent to distribute such funds to the Sellers based on the terms of the Company Operating Agreement (as if it were in effect at the time of such distribution).

Escrow Amount. At 1.7.1 On the ClosingClosing Date, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller Purchaser shall deposit Ninety with the Escrow Agent an aggregate cash amount equal to Three Hundred Thousand Two Hundred Forty-One Dollars ($90,241300,000) (the “Escrow Amount”) with for the purpose of securing the indemnification obligations of Seller Companies and Parent (the “Indemnification Escrow AgentAmount”) which may be used by Purchaser, which in its sole and absolute discretion, to satisfy any indemnification Claim under this Agreement or any agreement or instrument contemplated by this Agreement. The Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the escrow agreement substantially in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofthe form of Exhibit 1.7.1 attached hereto (the “Escrow Agreement”). All interest accruing on the The Escrow Amount shall be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for purposes and in respect accordance with the terms of such Indemnification Claim by a court the Escrow Agreement. 1.7.2 Subject to the terms and conditions of competent jurisdictionthe Escrow Agreement, then not later than three (3) months after the Closing Date, Purchaser and Parent will cause the Escrow Agent promptly thereafter shall pay such to remit to Parent One Hundred Thousand Dollars ($100,000) of the Indemnification Claim Escrow Amount, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount in full satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby. 1.7.3 Subject to Buyer, all as more particularly provided in the terms and conditions of the Escrow Agreement. On the date which is , not later than six (6) months after the Closing Date Date, Purchaser and Parent will cause the Escrow Agent to remit to Parent One Hundred Thousand Dollars (as defined in Section 1.06 hereof), fifty percent (50%$100,000) of the Indemnification Escrow Amount, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount then in satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby. 1.7.4 Subject to the terms and conditions of the Escrow Agreement, not later than nine (9) months after the Closing Date, Purchaser and Parent will cause the Escrow Agent to remit to Seller the remaining Indemnification Escrow Amount held by Purchaser, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount in escrow satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby (other than any amounts retained under Section 1.7.2). 1.7.5 Upon the final resolution of any unresolved Claims of Purchaser, if it is determined that all, or any portion of the remaining Indemnification Escrow Amount, is due to Parent, Purchaser and Parent shall cause the Escrow Agent to make such payment to Parent, less any amount due to Purchaser. 1.7.6 Purchaser shall have the right, in its sole and absolute discretion, to satisfy any amount owed to Purchaser in satisfaction of any indemnification Claim or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby from the Indemnification Escrow Amount or to recover such amounts directly from any of the Seller Companies and Parent, jointly and severally. 1.7.7 None of the indemnification Claims of Purchaser under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby shall be limited by the amount of the Indemnification Escrow Amount or limit Purchaser’s rights and remedies under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby, including, but not limited to, Section 8. 1.7.8 The adoption of this Agreement and the approval of the transactions hereby by the board of directors of Parent and the stockholders (or members, as applicable) and board of directors (or similar managing body) of each Seller Company shall each constitute approval of the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of all of the Survival Period (as defined arrangements relating thereto, including without limitation the placement in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term escrow of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementAmount.

Escrow Amount. (a) At the Closing, Seller and Buyer shall enter into deposit with Wilmington Trust Corporation (the “Escrow Agent”), by wire transfer of immediately available funds, an amount equal to the Escrow Amount, such amount plus all accumulated earnings thereon (such amounts, if any, “Escrow Consideration”) to constitute an escrow fund (the “Escrow Fund”) to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. attached hereto as Exhibit A G (the “Escrow Agreement”), among Buyer, the Escrow Agent and the Stockholders’ Representative. (b) The Escrow Fund shall be used to satisfy any amounts owed to Buyer pursuant to which Seller this Agreement, including the payment of the Adjustment Amount, if any, pursuant to Section 3.3(f) and any indemnification amounts owed hereunder. Buyer and the Stockholders’ Representative shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall timely provide any joint written instructions contemplated by Section 3.3 or Article VIII so that distributions can be held made by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under within the time period required by Section 15 hereof. All interest accruing on the 3.3(f) or Article VIII. (c) The First Escrow Fund Release Amount shall be for the benefit of Seller. In the event Buyer makes a released pursuant to joint written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined instructions to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then provided to the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in by Buyer and the Escrow Agreement. On Stockholders’ Representative on the date which that is six one (61) months Business Day after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) First Escrow Release Date. The “First Escrow Fund Release Amount” shall be equal to [*]. Any remaining portion of the Escrow Fund that is not used to satisfy any other amounts owing to Buyer pursuant to this Agreement, including indemnification amounts, or not subject to any claims hereunder, shall be released pursuant to joint written instructions to be provided to the Escrow Agent by Buyer and the Stockholders’ Representative on the date that is one (1) Business Day after the Second Escrow Release Date (the “Second Escrow Fund Release Amount”) as provided in this Section 3.7(c); provided, that if there are any indemnification claims hereunder that are properly pending on the Second Escrow Release Date, such portion of the Escrow Fund corresponding to the amounts subject to such claims shall not be released until the applicable claims are finally resolved and satisfied. The First Escrow Fund Release Amount then remaining in escrow under and the Second Escrow Fund Release Amount are each referred to herein from time to time as an “Escrow Fund Release Amount.” Upon any release of the Escrow Fund, the Escrow Agent shall release (i) to the Paying Agent, an amount equal to the applicable portion of the Escrow Fund Release Amount payable to the Stockholders and (ii) to the Surviving Company, the applicable portion of the Escrow Fund Release Amount payable to the Option Holders. Upon the final release of all of the Escrow Fund, the Escrow Agreement shall terminate. All funds so released from the Escrow Fund shall include any Escrow Consideration and not then subject to an outstanding Indemnification Claim shall be paid distributed by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period Paying Agent (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior with respect to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term applicable portion of the Escrow Agreement shall be extended, and Fund Release Amount payable to the Escrow Agent shall continue Stockholders) or the Surviving Company (with respect to hold in escrow the applicable portion of the then Escrow Fund Release Amount in dispute, in each case until payable to the final resolution holders of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementCancelled Options).

Escrow Amount. (i) At the Closing, Seller the Purchaser shall deposit an amount equal to the Escrow Amount into one or more escrow accounts with the Escrow Agent, to be held in escrow and Buyer shall enter into disbursed pursuant to the terms and conditions of this Agreement and an escrow agreement by and among the Purchaser, the Seller Representative and the Escrow Agent in substantially the form attached hereto as Exhibit A F (the “Escrow Agreement”); provided, that, in the event that any of the 1099-K Release Date, Compensatory Transfer Release Date, Initial Classification Release Date or Second Classification Release Date occurs on the Closing Date, at the Closing, the portion of the 1099-K Special Escrow Amount payable at the 1099-K Release Date, the portion of the Compensatory Transfer Special Escrow Amount payable at the Compensatory Transfer Release Date, the portion of the Classification Special Escrow Amount payable at the Initial Classification Release Date and the portion of the Classification Special Escrow Amount payable at the Second Classification Release Date, respectively and only as applicable, shall instead be paid to ▇▇▇▇▇ Holdings pursuant to, and subject to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241the terms and conditions set forth in, Section 2.3(f) (of the “Escrow Amount”Prior Purchase Agreement in lieu of depositing such respective amount(s) with the Escrow Agent. (ii) Upon the terms and conditions set forth therein, which shall be held by the Escrow Agent in a segregated account as security Agreement shall provide for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the disbursement of (i) the Adjustment Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under in accordance with Section 15 hereof 2.4 (an “Indemnification Claim”Post-Closing Adjustment), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) release of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination applicable amount of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Adjustment Escrow Agent shall pay the portionAmount, if any, promptly following the final determination of any post-Closing adjustment to the then remaining Estimated Purchase Price pursuant to Section 2.4 (Post-Closing Adjustment), (ii) the 1099-K Special Escrow Amount not (if applicable) in dispute to Seller; providedaccordance with the Prior Purchase Agreement and Escrow Agreement, however, that (iii) the Compensatory Transfer Special Escrow Amount (if prior to applicable) in accordance with the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Prior Purchase Agreement and Escrow Agreement shall be extended, and (iv) the Escrow Agent shall continue to hold in escrow the portion of the then Classification Special Escrow Amount (if applicable) in dispute, in each case until accordance with the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Prior Purchase Agreement and Escrow Agreement.

Escrow Amount. At (i) From the ClosingCash Portion of the Purchase Price, Seller and the Buyer shall enter deposit the sum of Canadian $2,000,010.84 in escrow and from the Stock Portion of the Purchase Price, the Buyer shall place the total number of shares set forth on Schedule 3.4(ii) in one certificate in escrow (collectively, the "Escrow Amount") which shall be paid or delivered to the Sellers, if at all, in accordance with Sections 3.4(ii) hereof. The Escrow Amount shall be deposited by the Buyer into a segregated account (the "Escrow Account") pursuant to an escrow agreement Escrow Agreement among the Buyer, the Sellers and IBJ Schr▇▇▇▇ ▇▇▇k & Trust Company substantially in the form attached set forth in Exhibit 3.4(i) annexed hereto as Exhibit A (the “"Escrow Agreement”"). The Escrow Amount shall remain in the Escrow Account, subject to the terms of the Escrow Agreement, for a period of two (2) years from the Closing Date. (ii) The Escrow Amount, together with all interest earned from the Closing Date, shall remain in the Escrow Account for the balance of the term of the Escrow Agreement to secure any reimbursement obligation or liability of the Sellers pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “indemnification provisions hereof. Upon the termination of the Escrow Agreement, the remainder of the Escrow Amount”) , if any, together with all interest earned on such remainder from the Escrow AgentClosing Date, which shall be held remitted promptly by the Escrow Agent to the Thom▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Corporation for distribution to the Sellers in accordance with Schedule 3.4(ii) provided that a segregated account as security for Seller’s indemnification obligations under Section 15 hereofdraw is not made against the Escrow Amount; provided, however, that in the event that a draw is made against the Escrow Amount, then the Sellers' Agents pursuant to 13.14 shall advise the Escrow Agent in writing regarding the distribution of the remaining Deposit in accordance with the Escrow Agreement. All of the income taxes in respect of the interest accruing earned on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid borne by the Escrow Agent parties to Seller. The Escrow Agreement shall expire upon which such interest is paid. (iii) Any inconsistency between this Section 3.4 and the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold resolved in escrow the portion favor of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification the general obligations of Target and the Significant Target Shareholders under Section 15 hereof. All interest accruing this Agreement, the lesser of (i) an amount of Merger Consideration having a value of 10% of the value of the total Merger Consideration (with each share of Acquiror Common Stock valued for this purpose at the closing price of Acquiror Common Stock on the Escrow Amount shall be NASDAQ on the day immediately preceding the Closing Date) and (ii) the amount calculated by part (i) of this Section, reducing the Merger Securities held in escrow by an amount necessary for the benefit total value of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)shares of Acquiror Common Stock included in the Merger Securities, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect less the total value of such Indemnification Claim by a court all shares of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided Acquiror Common Stock included in the Escrow Agreement. On Account, to be equal to the date which is six sum of: (6x) months after the Closing Date Cash Component, plus (y) the aggregate amount of Cash Out Amounts and Deal Expenses payable at the Closing, plus (z) the total value of shares of Acquiror Common Stock included in the Escrow Account (collectively, the "Escrow Amount") shall be delivered by Acquiror (on behalf of the Significant Target Shareholders, allocable to each of them on a pro rata basis compared with the value of Merger Consideration payable to each of them in connection with the Merger) to NBD Bank, as defined in Section 1.06 hereofescrow agent (the "Escrow Agent"), fifty percent (50%) of the Escrow Amount then remaining to be deposited and held in and released from escrow under pursuant to the Escrow Agreement to be entered into at the Closing, and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined deposited and held in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior escrow pursuant to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term provisions of the Escrow Agreement shall be extendeduntil May 31, 1999. Subject to the foregoing, the mix of Merger Securities and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided Cash Component in the Escrow AgreementAccount shall be identical to the mix of Merger Securities and Cash Component payable to the Significant Target Shareholders, in the aggregate, in connection with the Merger, or as Acquiror and each Significant Target Shareholder shall otherwise agree. For purposes of this Section, each share of Acquiror Common Stock shall be deemed to have a value equal to the closing price of Acquiror Common Stock on the NASDAQ on the day immediately preceding the Closing Date.

Escrow Amount. At 1.7.1 On the ClosingClosing Date, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller Purchaser shall deposit Ninety with the Escrow Agent an aggregate cash amount equal to Six Hundred Fifty Thousand Two Hundred Forty-One Dollars ($90,241650,000) (the “Escrow Amount”) with for the purpose of securing the indemnification obligations of Seller Companies and Parent and the post-closing adjustments of the Purchase Price set forth in this Agreement, of which (i) Five Hundred Thousand Dollars ($500,000) (the “Indemnification Escrow AgentAmount”) may be used by Purchaser, which in its sole and absolute discretion, to satisfy any indemnification Claim under this Agreement or any agreement or instrument contemplated by this Agreement, and (ii) One Hundred Fifty Thousand Dollars ($150,000) (the “Working Capital Escrow Amount”) may be used by Purchaser, in its sole and absolute discretion, to satisfy the post-Closing adjustments of the Purchase Price pursuant to Section 1.8. The Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the escrow agreement substantially in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofthe form of Exhibit 1.7.1 attached hereto (the “Escrow Agreement”). All interest accruing on the The Escrow Amount shall be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for purposes and in respect accordance with the terms of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On . 1.7.2 Subject to the date which is terms and conditions of the Escrow Agreement, not later than six (6) months after the Closing Date Date, Purchaser and Parent will cause the Escrow Agent to remit to Parent Two Hundred Fifty Thousand Dollars (as defined in Section 1.06 hereof), fifty percent (50%$250,000) of the Indemnification Escrow Amount, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount then in satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby. 1.7.3 Subject to the terms and conditions of the Escrow Agreement, not later than twelve (12) months after the Closing Date, Purchaser and Parent will cause the Escrow Agent to remit to Seller the remaining Indemnification Escrow Amount held by Purchaser, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount in escrow satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby (other than any amounts retained under Section 1.7.2). 1.7.4 Upon the final resolution of any unresolved Claims of Purchaser, if it is determined that all, or any portion of the remaining Indemnification Escrow Amount, is due to Parent, Purchaser and Parent shall cause the Escrow Agent to make such payment to Parent, less any amount due to Purchaser. 1.7.5 Purchaser shall have the right, in its sole and absolute discretion, to satisfy any amount owed to Purchaser in satisfaction of any indemnification Claim or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby from the Indemnification Escrow Amount or to recover such amounts directly from any of the Seller Companies and Parent, jointly and severally, or recover such amount from any remaining portion of the Working Capital Escrow Amount, or any combination of the foregoing. 1.7.6 None of the indemnification Claims of Purchaser under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby shall be limited by the amount of the Indemnification Escrow Amount or limit Purchaser’s rights and remedies under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby, including, but not limited to, Section 8. 1.7.7 Subject to the terms and conditions of the Escrow Agreement, the Working Capital Escrow Amount shall be held by the Escrow Agent and released on the applicable Settlement Date. 1.7.8 Purchaser shall have the right, in its sole and absolute discretion, to satisfy any amount owed to Purchaser in satisfaction of any Working Capital Shortfall, which shall not be subject to the Hurdle Rate, determined in accordance with Section 1.8 from the Working Capital Escrow Amount or to recover such amounts directly from any of the Seller Companies and Parent, jointly and severally, or recover such amount from any remaining portion of the Indemnification Escrow Amount, or any combination of the foregoing. 1.7.9 None of the Working Capital Shortfall Purchase Price adjustments under this Agreement shall be limited by the amount of the Working Capital Escrow Amount or limit Purchaser’s rights and remedies under this Agreement, including, but not limited to, Section 1.8. 1.7.10 The adoption of this Agreement and the approval of the transactions hereby by the board of directors of Parent and the stockholders (or members, as applicable) and board of directors (or similar managing body) of each Seller Company shall each constitute approval of the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of all of the Survival Period (as defined arrangements relating thereto, including without limitation the placement in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term escrow of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementAmount.

Escrow Amount. At 3.7.1 Upon finalization of the Closingamounts specified in Clauses 3.5.3 and 3.6.2, Seller the Parties shall perform and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by cause the Escrow Agent in to perform necessary actions to give effect to the following: (a) the Positive CWC Adjustment Amounts or Negative CWC Adjustment Amounts (as the case may be), on the one hand, and the Positive CEL Adjustment Amount or the Negative CEL Adjustment Amounts (as the case may be), on the other hand, shall be set off or aggregated, as the case may be, against each other (“Resultant Amount”); (b) If the Resultant Amount is a segregated positive number, then the Purchaser shall forthwith and without requiring further demand or other action of the Seller, transfer such amounts to the bank account as security for of the Seller and the Parties shall require the Escrow Agent to transfer the Escrow Amount to the Seller’s indemnification obligations under Section 15 hereof. All interest accruing on ; (c) If the Resultant Amount is a negative number, then the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), accordingly reduced and Seller does not dispute such Indemnification Claim, or is determined to Resultant Amount shall be liable for and in respect of such Indemnification Claim forthwith paid by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided the Purchaser and the balance (if any) in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Account shall be paid by the Escrow Agent to the Seller. The ; (d) If the Resultant Amount is a negative number and is more than the Escrow Agreement Amount, then the Parties shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter require the Escrow Agent shall to transfer the Escrow Amount to the Purchaser and the Seller shall, forthwith and without requiring further demand or other action of the Purchaser, pay the portion, if any, of difference between the then remaining Escrow Resultant Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Amount to the Purchaser. The foregoing mechanism and the manner of instructions to the Escrow Agent to give effect to the agreed principles as set out above shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided be elaborated in the Escrow Agreement. 3.7.2 Notwithstanding anything to the contrary, in case the Escrow Account is an interest bearing account, the interest on the entire Escrow Amount shall accrue directly to the Seller and shall be remitted to the Seller upon the closure of the Escrow Account. It is clarified that such interest shall not be subject to or utilized in relation to the adjustments contemplated in this Clause 3.7. The Parties agree that Tax, if any, on the interest on the entire Escrow Amount shall be borne by the Seller.

Escrow Amount. (i) At the Closing, Seller the Buyer Company shall deposit with HSBC (the “Escrow Agent”), by wire transfer of immediately available funds, an amount equal to the Escrow Amount, such amount plus all accumulated earnings thereon (such amounts, if any, “Escrow Consideration”) to constitute an escrow fund (the “Escrow Fund”) to be governed in accordance with the terms of this Agreement and Buyer shall enter into an the escrow agreement in substantially the form attached hereto as Exhibit A C (the “Escrow Agreement”), among the Buyer Company, the Escrow Agent and the Sellers’ Representative. (ii) (x) The Escrow Fund shall be used to satisfy any amounts owed to the Buyer Company and its Affiliates from the Sellers pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars this Agreement, including Working Capital adjustments pursuant to Section 3.1(e)(i) and indemnification amounts owed hereunder. In the event an amount determined pursuant to Section 3.1(e)(i) for Working Capital is owing to the Buyer Company ($90,241) (such amount, the “Escrow W/C Release Amount”) with ), the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow AgentAgent to distribute the W/C Release Amount to the Buyer Company. To the extent the W/C Release Amount distributed to the Buyer Company pursuant to the preceding sentence is less than $3,000,000, which the Buyer Company and the Sellers’ Representative shall jointly instruct the Escrow Agent to distribute an amount equal to the difference thereof to the Sellers’ Representative for the account of the Sellers, in accordance with their respective Pro Rata Shares (reduced pursuant to Section 3.1(c)(i)(y) for withholdings applicable to the Optionholders and Warrantholders), and to the TARGET the amount of the amounts withheld in accordance with Section 3.1(c)(i)(y). The Buyer Company and the Sellers’ Representative shall provide such joint instructions timely so that distributions can be held made by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under within the time period required by Section 15 hereof3.1(e)(i). All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) The remaining portion of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Fund shall be paid by the Escrow Agent used to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior satisfy any other amounts owed to the expiration of Buyer Company and its Affiliates from the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue Sellers pursuant to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow this Agreement.

Escrow Amount. At (a) The Escrow Amount deposited with Citibank, N.A. (the Closing“Escrow Agent”) pursuant to Section 3.6(iii) (such amount plus all accumulated earnings thereon, Seller the “Escrow Fund”), is to be governed in accordance with the terms of this Agreement and Buyer shall enter into an the escrow agreement in substantially the form attached hereto as Exhibit A B (the “Escrow Agreement”), among Buyer, the Escrow Agent and the Stockholders’ Representative. (b) The Escrow Fund shall initially consist of a $5,000,000 portion (together with the accumulated earnings thereon, the “Adjustment Fund”), a $675,000 portion (together with the accumulated earnings thereon, the “Indemnification Fund”), and a $500,000 portion (together with the accumulated earnings thereon, the “Specified Withdrawal Fund”) and shall be used to satisfy any amounts owed to Buyer pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars this Agreement, including the payment of the Adjustment Amount, if any, pursuant to Section 3.3(d) and any indemnification amounts owed hereunder. In the event an Adjustment Amount determined pursuant to Section 3.3(d) is owing to Buyer ($90,241) (the “Escrow Amount”) with the Escrow Agentsuch amount, which shall equal zero if no amount is owing to Buyer, the “Adjustment Release Amount”), Buyer and the Stockholders’ Representative shall promptly and jointly instruct the Escrow Agent to distribute to Buyer the Adjustment Release Amount from the Adjustment Fund and, if the Adjustment Release Amount is greater than the amount of the Adjustment Fund, then from the Indemnification Fund until the Adjustment Amount is satisfied. To the extent that the Adjustment Release Amount distributed to Buyer pursuant to the preceding sentence is less than the amount of the Adjustment Fund, including if no Adjustment Release Amount is disbursed, Buyer and the Stockholders’ Representative shall promptly and jointly instruct the Escrow Agent to distribute an amount equal to the difference thereof, or, if no Adjustment Release Amount is disbursed, the entire amount of the Adjustment Fund, to the Paying Agent for payment thereof by the Paying Agent pro rata to the Preferred Stockholders as set forth in the applicable instructions and in accordance with the Capital Structure Certificate less any applicable withholding taxes and without interest. Buyer and the Stockholders’ Representative shall timely provide such joint instructions so that distributions can be held made by the Escrow Agent in a segregated account as security for Seller’s within the time period required by Section 3.3(d). (c) The portion of the Escrow Fund that is not used to satisfy any other amounts owing to Buyer pursuant to this Agreement, including indemnification obligations under Section 15 hereof. All interest accruing amounts, or not subject to any claims hereunder, shall be released on the Escrow Amount shall be date that is one (1) Business Day after the close of business on the one-year anniversary of the Closing Date to the Paying Agent for payment thereof by the benefit of Seller. In Paying Agent pro rata to the event Buyer makes a Preferred Stockholders as set forth in written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for instructions provided by the Stockholders’ Representative and in respect accordance with the Capital Structure Certificate and less any applicable withholding taxes and without interest; provided, that if there are any claims hereunder that are properly pending on such date, the applicable portion of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter Fund that is subject to any such claims shall pay not be released to or as instructed by the Stockholders’ Representative until such Indemnification Claim in full applicable claims are finally resolved and satisfied pursuant to Buyer, all as more particularly provided in this Agreement and the Escrow Agreement. On Upon the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) final release of all the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof)Fund, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall terminate. All funds so released from the Escrow Fund shall be extendeddistributed in accordance with the first sentence of this Section 3.8(c). (d) The Escrow Fund shall be held as a trust fund for the potential recipients thereof pursuant to the terms of this Agreement and shall not be subject to any Lien, and shall be held and disbursed solely for the Escrow Agent shall continue to hold purposes and in escrow accordance with the portion terms of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in this Agreement and the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”a) If a Parent Indemnitee is entitled to indemnification hereunder pursuant to Section 8.2(a), pursuant such Parent Indemnitee shall first recover any Losses from the Escrow Account, and to which Seller shall deposit Ninety Thousand Two Hundred Fortythe extent the Losses recoverable exceed the then-One Dollars ($90,241) (the “remaining Escrow Amount”, such Parent Indemnitee may, subject to the limitations set forth in this Article VIII, recover any remaining Losses directly from the Stockholders severally but not jointly in accordance with Section 8.2(a). With respect to Losses recovered from the Escrow Account, Parent shall (i) recover 36% of the Losses from the Cash Escrow Amount and (ii) recover 64% of the Losses from the Stock Escrow Amount; provided, that, to the extent that either the Cash Escrow Amount or the Stock Escrow Amount has been exhausted, or Losses recoverable in accordance with the foregoing sentence exceed the then-remaining available amount of either the Cash Escrow AgentAmount or the Stock Escrow Amount, which the foregoing sentence shall not apply, and Parent shall be held by permitted to recover Losses from any amount of cash or Parent Stock remaining from either the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Cash Escrow Amount shall be for or the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)Stock Escrow Amount; and provided, and Seller does not dispute such Indemnification Claimfurther, or is determined to be liable for and that Losses recoverable in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in matters set forth on Section 1.06 hereof), fifty percent (50%4.21(f) of the Disclosure Schedules shall be recoverable solely from the Cash Escrow Amount then remaining in escrow under Amount. (b) Within five Business Days after the resolution of any claim for indemnification for which a Parent Indemnitee is entitled to recover Losses from the Escrow Agreement Account, Parent and not then subject to an outstanding Indemnification Claim the Stockholder Representative shall be paid by jointly instruct the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter deliver from the Escrow Agent shall pay Account to such Parent Indemnitee the portion, if any, amount of such Losses. Within five Business Day after the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account resolution of any claim for indemnification for which a Parent Indemnitee is entitled to recover Losses directly from a Stockholder, such claim, Stockholder shall deliver to such Parent Indemnitee the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementamount for which it is directly responsible.

Escrow Amount. At (a) A portion of the Closing, Seller and Buyer shall enter into Merger Consideration otherwise payable to the Company Stockholders in cash equal to the Escrow Amount will be deposited by Parent on the Closing Date with the Escrow Agent in an escrow agreement fund in accordance with the Escrow Agreement in the form attached hereto as Exhibit A mutually agreed by the Parties (the “Escrow Agreement”), . The Working Capital Escrow Amount shall be used to satisfy any adjustment to the Merger Consideration pursuant to which Seller Section 2.7(d), and the Indemnity Escrow Amount shall deposit Ninety Thousand Two Hundred Forty-One Dollars be used to satisfy any Shortfall Amount in excess of the Working Capital Escrow Amount and any indemnification obligations of the Company Escrow Parties under Section 7.1. ($90,241b) Any portion of the Working Capital Escrow Amount that has not been paid to Parent to satisfy the Company Escrow Parties’ obligations pursuant to Section 2.7(d) of this Agreement shall be distributed to the Company Escrow Parties on the second Business Day following the final determination of the Closing Net Working Capital under Section 2.7 (the “Working Capital Escrow Termination Date”). Any portion of the Indemnity Escrow Amount that has not been paid to Parent to satisfy the Company Escrow Parties’ obligations pursuant to Section 2.7(d) and Section 7.1 of this Agreement shall be distributed to the Company Escrow Parties on the second Business Day following the first (1st) anniversary of the Closing Date (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification ClaimTermination Date”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration any portion of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or Indemnity Escrow Amount that is subject to any other proceeding on account of any such claim, the term pending claim as of the Escrow Agreement Termination Date shall be extended, and the Escrow Agent shall continue to hold retained by Parent in escrow until the resolution of such pending claim. The Escrow Amount shall be withheld from the Merger Consideration that would otherwise be payable to the Company Escrow Parties on a pro rata basis, as determined by reference to the portion of the then Merger Consideration each Company Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided Party is entitled to receive in the Merger as compared to all other Company Escrow AgreementParties (each Company Escrow Party’s “Pro Rata Share”).

Escrow Amount. At the Closing(a) In connection with SPAC’s expected excise tax liability as of December 31, Seller and Buyer shall enter into an escrow agreement 2023 in the form attached hereto as Exhibit A amount of $900,000, the Company and/or Cartesian Capital Group, LLC (“Cartesian” and, together with the Company, the “Cartesian Escrow AgreementParties”), pursuant to which Seller ) shall deposit Ninety Thousand Two Hundred Forty-One Dollars (fund an aggregate amount of $90,241) 900,000 (the “Escrow Amount”) with into escrow on or before December 15, 2023, pursuant to the terms of an escrow agreement (the “Escrow Agreement”) to be entered into among the Cartesian Escrow Parties, SPAC and a mutually acceptable escrow agent (the “Escrow Agent, which ”). (b) The Escrow Agreement shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on provide that the Escrow Amount shall be released to SPAC on April 26, 2024 (the “Escrow Release Date”) solely for the benefit purpose of Seller. In SPAC paying the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)excise tax liability and that if, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) funding of the Escrow Amount but before the Agreement End Date, (i) SPAC provides a termination notice to the Company under this Agreement other than with respect to a termination pursuant to Section 13.1(e), (ii) SPAC initiates its liquidation or publicly announces its intention to liquidate, or (iii) SPAC ceases to undertake commercially reasonable efforts to reach the Closing in breach of this Agreement, then remaining in escrow under (x) if prior to the release of the Escrow Agreement Amount to SPAC, the Escrow Agent shall release the Escrow Amount to the Cartesian Escrow Parties, and (y) if after to the release of the Escrow Amount to SPAC, SPAC shall pay to the Cartesian Escrow Parties an amount in cash equal to the Escrow Amount. (c) In the event the Escrow Amount is not then subject released by the Escrow Release Date, due to an outstanding Indemnification Claim the actions or inactions of the Cartesian Escrow Parties (and not, for the avoidance of doubt, the failure, action, or inaction of the Escrow Agent), any penalties, additions to Tax, and similar items and including any interest accrued on any of the foregoing, due in connection with the Escrow Amount not being released by the Escrow Release Date, shall be paid by the Cartesian Escrow Agent Parties in addition to Seller. The the Escrow Agreement shall expire upon Amount. (d) SPAC and Sponsor agree that after the termination release to SPAC of the Survival Period Escrow Amount, but prior to any liquidation of SPAC, Sponsor shall provide the Cartesian Escrow Parties at least ten (10) Business Days prior notice of SPAC’s intention to liquidate and to not repay the Escrow Amount. Within five (5) Business days of such notice, the Cartesian Escrow Parties will inform Sponsor whether Cartesian or an Affiliate thereof intends to exercise an option to purchase 1,581,250 Founder Shares (as defined in Section 15.01 hereof)the Sponsor Support Agreement) for an aggregate amount of $1.00. For the avoidance of doubt, and immediately thereafter if Cartesian or an Affiliate thereof does not exercise such option, the payment to the Cartesian Escrow Parties of an amount equal to the Escrow Agent Amount shall pay no longer be due. Any interest earned on the portionEscrow Amount, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term after release of the Escrow Agreement Amount and payment of fees and expenses pursuant to the Escrow Agreement, shall be extendedpaid to the Cartesian Escrow Parties. (e) Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 13.1(g), (i) payment by SPAC to the Cartesian Escrow Parties of an amount equal to the Escrow Amount shall no longer be due and the Escrow Agent Amount shall continue be released to hold in escrow SPAC, and (ii) the portion Cartesian Escrow Parties will no longer be entitled to exercise the option to purchase 1,581,250 Founder Shares for an aggregate amount of $1.00. (f) In the then Escrow Amount in dispute, in each case until the final resolution event of such Indemnification Claim any dispute or litigation or proceeding relating thereto, all as more particularly provided in connection with the Escrow Agreement, the prevailing party of SPAC or the Cartesian Escrow Parties, as the case may be, shall be entitled (for the avoidance of doubt, in addition to any remedies at law or equity) to recover its reasonable, out-of-pocket expenses, including reasonable attorneys’ fees, from the other party. SPAC may, in its sole discretion, assign its rights under the Escrow Agreement to Sponsor and/or third party.

Escrow Amount. 5.5.1 The Purchaser shall withhold the Escrow Amount from the Payment of the Estimated Purchase Price and the payment of the final Purchase Price (as determined in accordance with Clause 8). At the Closing, Seller and Buyer shall enter into an escrow agreement in accordance with the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller the Purchaser shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (or cause to be deposited the “Escrow Amount”) Amount with the Escrow Agent. The Escrow Amount 1 shall serve as a source of funding to secure any claims of Purchaser under this Agreement and the transactions contemplated therein (including, which in particular, any claims under Clause 5.3 and for indemnification of claims for all Seller Guarantees DB1/ 93370130.5 (including any Fundamental Seller Guarantees) as well as and for specific indemnification in accordance with Clause 12 and 13). The Escrow Amount 2 shall serve as an additional security for indemnification of claims for Fundamental Seller Guarantees and for specific indemnification in accordance with Clause 12 and 13. The Escrow Amount, as may be held increased from time to time by interest accruing thereon if applicable and as reduced from time to time by any amounts paid out to the Purchaser from the Escrow Amount (the Escrow Fund), will be maintained by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on Agent, whereby the Escrow Amount 1 shall be for maintained until the benefit Escrow Release Date 1 and the Escrow Amount 2 shall be maintained until the Escrow Release Date 2. Any time there is a claim of Seller. In the event Buyer makes a written Purchaser covered by the Escrow Amount 2, such claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)of the Purchaser shall in the first instance be debited against the Escrow Amount 2, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and (only after there are no more funds available under the Escrow Amount 2) in respect the second instance against the Escrow Amount 1. The costs of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in and the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) maintenance of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Fund shall be paid borne by the Purchaser. 5.5.2 The Purchaser is not obligated to instruct the Escrow Agent to Seller. The pay the Escrow Agreement shall expire upon Fund to the termination of Seller on the Survival Period Escrow Release Date 1 / the Escrow Release Date 2 (as defined in Section 15.01 hereof)applicable) if and to the extent to which it has notified the Seller prior to the Escrow Release Date 1 / the Escrow Release Date 2 (as applicable) by written Notice (which Notice, for the avoidance of doubt, shall be governed by this Agreement, and immediately thereafter not the Escrow Agreement) that it is asserting a claim against the Seller under this Agreement and such claim remains unresolved for any reason (including it is being disputed by the Seller). 5.5.3 If the competent arbitration tribunal (in accordance with Clause 23.2) decides without further recourse that the Purchaser is not entitled to the claim notified by it, then the Purchaser and the Seller shall jointly instruct the Escrow Agent shall to pay the portion, if any, of corresponding amount from the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior Fund to the expiration of Seller, unless, the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or Purchaser can refuse to make such payment under reference to Clause 5.5.2 for any other proceeding on account of any such claimclaim it provides notice of. 5.5.4 If the Seller acknowledges the claim notified by the Purchaser or if the competent arbitration tribunal (in accordance with Clause 23.2) decides without further recourse that the Purchaser is entitled to the claim notified by it, then the term of Purchaser and the Escrow Agreement Seller shall be extended, and jointly instruct the Escrow Agent shall continue to hold in escrow pay the portion amount of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementPurchaser’s claim to Purchaser.

Escrow Amount. At (i) For purposes of securing the ClosingSelling Parties’ indemnification obligations under this Agreement, Seller on the Closing Date Buyer is depositing the Escrow Amount with the Escrow Agent to be held in accordance with this Agreement and the Escrow Agreement. Upon ▇▇▇▇▇’s determination that any Buyer Indemnified Party has suffered any Loss that is subject to indemnification by the Selling Parties hereunder after giving effect to all limitations set forth herein, ▇▇▇▇▇ will promptly deliver a copy of the Claim Notice to the Escrow Agent. Buyer will be entitled to recover from the Escrow Amount the amount of any Agreed Claims, and the Securityholder and Buyer shall enter into an escrow agreement will issue joint written instructions to the Escrow Agent to distribute such amount to the applicable Buyer Indemnified Party. In the event the Securityholder objects in writing to a Claim Certificate in accordance with Section 8.5(b), the form attached hereto as Exhibit A Escrow Agent will make no disbursements from the Escrow Amount relating to such claim unless and until Buyer and the Securityholder have resolved the claim by mutual agreement, arbitration or litigation. (ii) No later than five (5) Business Days after the twelve (12)-month anniversary of the Closing Date (the “Escrow AgreementRelease Date”), pursuant Buyer and the Securityholder will deliver a joint written instruction to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow AgentAgent instructing the Escrow Agent to pay and distribute to the Securityholder, any remaining portion of the Escrow Amount unless any outstanding claim for indemnification under Section 8.2 is still pending and unresolved, in which shall case an amount representing a reasonable quantification of the amount of indemnifiable Losses (after giving effect to all limitations set forth herein) relating to any pending and unresolved claim for indemnification under Section 8.2 will be held retained by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on (the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification ClaimRetained Amount”), and Seller does not dispute the balance paid to the Securityholder. Any Retained Amount will remain in the escrow account until released in satisfaction of an outstanding claim or paid to the Securityholder pursuant to Section 8.5(g)(iii) below. (iii) If, following the Release Date, after final resolution and payment of each outstanding claim for indemnification, any Retained Amount with respect to such Indemnification Claimclaim remains in escrow, or is determined to be liable for and in respect no later than five (5) Business Days after the date of such Indemnification Claim by a court of competent jurisdictionfinal resolution and payment, then the Escrow Agent promptly thereafter shall will pay and distribute all of such Indemnification Claim in full remaining funds by wire transfer of immediately available funds to Buyerthe Securityholder, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject ▇▇▇▇▇ and Securityholder will deliver a joint written instruction to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Sellersuch effect. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.4862-8185-4004 v.19

Escrow Amount. At (a) Upon the Closing, the Purchaser and the Seller and Buyer Representative shall enter into an escrow agreement the Escrow Agreement, in substantially the form attached hereto as set forth on Exhibit A (the “Escrow Agreement”)attached hereto, pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which contemplates the formation of the Escrow Accounts to hold the General Escrow Amount and the Special Escrow Amount. Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall pay (or shall cause to be held by paid) a portion of the Estimated Closing Purchase Price in an amount equal to the General Escrow Amount and Special Escrow Amount to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on deposit into the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and Accounts in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in accordance with the Escrow Agreement. On . (b) Within five (5) Business Days following the date which is six eighteen (618) months after month anniversary of the Closing Date (as defined in Section 1.06 hereof)Date, fifty percent (50%) of the Escrow Amount then remaining in escrow under Purchaser and the Escrow Agreement and not then subject Seller Representative shall issue joint written instructions to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The release the remaining funds in the General Escrow Agreement shall expire upon Account that are not the termination subject of an unresolved claim for indemnification pursuant to ARTICLE X to the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter Sellers by wire transfer to the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to SellerPayments Account; provided, however, that if to the extent, at any point post-Closing, any amount of the NTAP Milestone Payment and/or APC Milestone Payment has been achieved and the sum of such amount plus any amount remaining in the General Escrow Account, in each case, that is not subject to any pending indemnification claims pursuant to ARTICLE X, exceeds $25,000,000, the Purchaser and the Seller Representative shall issue joint written instructions to the Escrow Agent to release such excess amount not subject to pending indemnification claims to the Sellers by wire transfer to the Payments Account; provided, however, that a release of any such excess amount shall not occur more than once prior to the expiration eighteen (18) month anniversary of the Survival Period, Buyer shall have made an Indemnification Claim Closing Date. (c) Within thirty (30) days following the date when evidence reasonably satisfactory to the Purchaser has been delivered by or commenced litigation or any other proceeding on account behalf of any such claimthe Sellers to the Purchaser evidencing the termination of [***], the term of Purchaser and the Escrow Agreement Seller Representative shall be extended, and issue joint written instructions to the Escrow Agent shall continue to hold in escrow release the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided remaining funds in the Special Escrow AgreementAccount that are not subject to an unresolved claims for indemnification pursuant to ARTICLE X to the Sellers by wire transfer to the Payments Account.

Escrow Amount. (a) At the ClosingEffective Time, Seller and Buyer Parent shall enter deposit an aggregate cash amount (the “Escrow Amount”) equal to (i) 120% of the Estimated Working Capital Adjustment (expressed as a positive number), if any (the “WC Escrow”), plus (ii) $1,800,000 (the “Holdback”), into an interest bearing account or accounts (collectively, the “Escrow Account”), as specified in the Escrow Agreement (as defined below), at SunTrust Bank (the “Escrow Agent”). The Escrow Agent shall hold the Escrow Amount pursuant to an escrow agreement to be entered into by Parent, the Representative and the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”), . (b) Within five Business Days after the determination of the Final Working Capital pursuant to which Seller the procedures set forth in Section 2.5.5, the Representative and Parent shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with jointly direct the Escrow Agent: (i) if the Final Working Capital is less than the Estimated Working Capital, which shall be held by to make a cash payment (A) to Parent out of the Escrow Agent Account in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All an amount equal to the deficiency, plus an amount equal to the interest accruing earned on such deficiency during the Escrow Amount shall be period from the Closing Date until the date of such escrow distribution, and (B) to the Exchange Agent, for the benefit of Seller. In the event Buyer makes Company Stockholders, an amount equal to (y) the WC Escrow less (z) such deficiency, plus an amount equal to the interest earned on such difference from the Closing Date until the date of such escrow distribution (less any fees owed by the Company Stockholders pursuant to Section 2.5.5, which amount shall be paid to the Independent Auditors); (ii) if the Final Working Capital is greater than the Estimated Working Capital, to make a written claim or demand cash payment to the Exchange Agent, for indemnification under the benefit of the Company Stockholders, of an amount equal to the WC Escrow, including all interest earned thereon (less any fees owed by the Company Stockholders, pursuant to Section 15 hereof (an “Indemnification Claim”2.5.5, which amount shall be paid to the Independent Auditors), and Seller does not dispute such Indemnification ClaimParent shall deliver to the Exchange Agent, or for the benefit of the Company Stockholders, an additional amount in cash equal to the amount that the Final Working Capital is determined greater than the Estimated Working Capital; or (iii) if the Final Working Capital equals the Estimated Working Capital, to make a cash payment to the Exchange Agent, for the benefit of the Company Stockholders, of an amount equal to the WC Escrow, including all interest earned thereon (less any fees owed by the Company Stockholders, pursuant to Section 2.5.5, which amount shall be liable for paid to the Independent Auditors). (c) The Company, and in respect each Company Stockholder by their approval of such Indemnification Claim by a court the Merger, hereby agree that upon the consummation of competent jurisdictionthe Merger at the Closing, then the Escrow Agent promptly thereafter Holdback shall pay such Indemnification Claim in full be made available to BuyerParent, all as more particularly provided on the terms set forth in the Escrow Agreement, to indemnify Parent against, and to protect, save and keep harmless Parent from, and to assume liability for, the payment of all losses, liabilities, damages, costs, assessments, fines, interest, penalties, deficiencies and other obligations and expenses (including reasonable out of pocket attorneys’ fees and expenses) (“Losses”) that are imposed on or incurred by Parent as a consequence of or in connection with: (i) any misrepresentation in connection with, or inaccuracy or breach of, any representation or warranty contained in Article III hereof; (ii) any action, demand, proceeding, investigation or claim by any Third Party (including any Governmental or Regulatory Authority) against or affecting Parent that relates to a misrepresentation or breach of any of the representations and warranties contained in Article III hereof or in any certificate delivered by the Company at the Closing; (iii) any breach of or failure by the Company to comply with or perform any agreement or covenant contained in this Agreement or in any other document, agreement or instrument executed in connection with the transactions contemplated hereby; and (iv) any Taxes due and owing by the Company (or the Surviving Corporation) with respect to any period ending on or prior to the Closing Date, including any Taxes on account of the Domestication or the transactions contemplated by this Agreement or in any agreement related or ancillary hereto. The term “Losses” as used herein shall not be limited to matters asserted by third parties against Parent, but includes Losses incurred or sustained by Parent in the absence of third party claims. The Representative and Parent shall jointly direct the Escrow Agent to make distributions out of the Holdback to Parent (each, a “Parent Escrow Distribution”) in amounts equal to the amount of any indemnifiable Losses that are determined to be payable to Parent in accordance with the Escrow Agreement. Parent may raise claims for indemnification under this Section 2.5.4(c) during the 12 month period following the Closing Date. On the day that is the first Business Day following the date that is the 12 month anniversary of the Closing Date, the Representative and Parent shall jointly direct the Escrow Agent to make a distribution to the Exchange Agent, for the benefit of the Company Stockholders, in an aggregate amount equal to the difference between the Holdback, less all distributions made from the Holdback prior to such date, less the total amount of all unresolved claims made by Parent as set forth on the Claims Schedule (as defined in the Escrow Agreement) delivered by Parent on or prior to the date that is the 12 month anniversary of the Closing Date. (d) On the later of (i) the first Business Day following the date which is six (6) months after the 12 month anniversary of the Closing Date Date, and (as defined ii) the date on which all claims for Losses by Parent pursuant to Section 2.5.4(c) have been resolved in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under accordance with the Escrow Agreement (such date, the “Final Distribution Date”), the Representative and not then subject to an outstanding Indemnification Claim Parent shall be paid by jointly direct the Escrow Agent to Seller. The Escrow Agreement shall expire upon make a distribution to the termination Exchange Agent, for the benefit of the Survival Period Company Stockholders, in an aggregate amount equal to the following: (as defined A) the difference between (y) the Holdback less (z) all distributions made from the Holdback on or prior to the Final Distribution Date; plus (B) an amount equal to the interest earned on the cash amount determined in Section 15.01 hereof), clause (A) above during the period from the Closing Date and immediately thereafter ending on the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to SellerFinal Distribution Date; provided, however, that if prior the foregoing results in a negative number, then such escrow distribution shall be zero. (e) Any distributions from the Escrow Account to the expiration Exchange Agent shall be distributed among the Company Stockholders (who have validly tendered their Company Certificates in accordance with Section 2.4) on a pro rata basis, in proportion to (i) the total amount of Merger Consideration allocated to each Company Stockholder at the Closing divided by (ii) the aggregate amount of all Merger Consideration allocated to all Company Stockholders at Closing (it being understood and agreed that amounts distributed to each Company Stockholder will be reduced by such Company Stockholder’s proportional share of any amounts that are reimbursed to the Representative under the Escrow Agreement). No Party hereunder nor any Company Stockholder shall be required to place amounts into the Escrow Account in excess of those amounts specifically required pursuant to the first sentence of this Section 2.5.4. (f) The Parties agree that the Holdback has been established to satisfy the indemnification claims by Parent following the Closing. Parent acknowledges and agrees that other than with respect to Losses caused by fraudulent acts or omissions or intentional misrepresentations committed by the Company or any officer, director or Company Stockholder, upon the consummation of the Survival PeriodMerger, Buyer Parent’s sole and exclusive remedy for any breach of any representation or warranty of the Company contained in this Agreement (including breaches of representations and warranties with respect to items set forth in Sections 2.5.4(c)(ii) and (iv) above) or in any agreement executed in connection herewith shall be to seek indemnification out of the Holdback, and Parent shall have no recourse against any Company Stockholder (other than for breaches of representations, warranties and agreements made an Indemnification Claim or commenced litigation by Company Stockholders in the stockholders agreement executed and delivered in connection with the Merger) or any other proceeding on account Person personally in connection therewith. The Company Stockholders are intended third party beneficiaries of any such claim, the term this provision. Payments made under this Section 2.5.4 shall be treated by each of the Escrow Agreement shall be extendedParties as purchase price adjustments, and the Escrow Agent shall continue Parties agree to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of file all Tax returns consistent with such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementtreatment.

Escrow Amount. At Concurrently with the Closing, Seller Buyer, on behalf of the Indemnifying Parties, shall deliver or cause to be delivered an amount in cash equal to the Escrow Amount to the Escrow Agent, pursuant to the provisions of this Agreement and Buyer shall enter into an the escrow agreement agreement, substantially in the form attached hereto as Exhibit A D hereto (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which such that each Indemnifying Party shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on deemed to have contributed its Pro Rata Share of the Escrow Amount to the aggregate Escrow Amount so deposited. The Escrow Agreement shall be for entered into on the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)Closing Date, by and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to among Buyer, all as more particularly provided in the Escrow Agreement. On Representative on behalf of the date which is six (6) months after the Closing Date Indemnifying Parties (as defined in Section 1.06 hereof9.2(a)), fifty percent (50%and the Escrow Agent. The Adjustment Escrow Fund shall provide Buyer recourse against the amounts held in escrow with respect to the post-Closing adjustments set forth in Section 2.6(e) until 7 Business Days following the final determination of the Escrow Amount then remaining Adjustment Amount, pursuant to the provisions of Section2.6(e), all subject to the terms and conditions set forth in escrow under the Escrow Agreement and this Agreement. The Indemnification Escrow Fund shall provide Buyer recourse against the amounts held in escrow with respect to the Indemnifying Parties’ indemnification obligations under ARTICLE IX, provided however that if the Adjustment Escrow Fund is insufficient to provide the Buyer recourse with respect to the post-Closing adjustments set forth in Section 2.6(e), the Buyer shall be entitled (but not then be obligated) to instruct the Escrow Agent, to pay any remaining difference to the Buyer out of the Indemnification Escrow Amount Fund, all subject to an outstanding Indemnification Claim shall be paid by the terms and conditions set forth in the Escrow Agent to SellerAgreement and this Agreement. The Escrow Agreement Fund (or any portion thereof) shall expire be distributed to the Paying Agent (as applicable) (on behalf of and for further distribution to the Indemnifying Parties or to the 102 Trustee on their behalf, other than the holders of Unvested Company Options as of the Closing which have not then become Deemed Vested Options which amount shall be retained by the Paying Agent as Retained Amounts (for future distribution to the holders of the Unvested Company Options which have become Deemed Vested Options or, with respect to Forfeited Amounts, to the Eligible Securityholders, all pursuant to the provisions of Section2.2(b)), or Buyer, as applicable, at the times, and upon the termination of the Survival Period (as defined in Section 15.01 hereof), terms and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided conditions set forth in the Escrow Agreement.

Escrow Amount. At The Escrow Amount shall be disbursed as described in this Section 9.12 and the ClosingEscrow Agreement, Seller and Sellers’ Representative and Buyer shall enter into direct the Escrow Agent and take such other actions as are reasonably required to cause such funds to be disbursed in accordance with the terms of this Agreement. As set forth in Section 9.06, Buyer shall be entitled to receive from the Escrow Amount any indemnifiable Losses to which Buyer is entitled under this Agreement. Subject to Buyer’s right to make a claim pursuant to this Article IX and the Escrow Agreement, Sellers’ Representative and Buyer shall (1) on the date that is fifteen (15) months following the Closing Date, direct the Escrow Agent to disburse Sellers an escrow agreement in amount equal to $800,000, less any amounts paid to any Buyer Indemnitee prior to such date from the form attached hereto as Exhibit A Escrow Amount and less any pending but unresolved claims against the Escrow Amount and, (2) on the date that is twenty four (24) months following the Closing Date (the “Escrow AgreementDisbursement Date”), pursuant disburse the then remaining Escrow Amount to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with Sellers; provided however, if Buyer has made a claim under this Article IX prior to the Escrow Agent, which shall be held by Disbursement Date and such claim has not been resolved prior to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount Disbursement Date, Sellers’ Representative and Buyer shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by direct the Escrow Agent to Seller. The Escrow Agreement shall expire upon (i) disburse an amount equal to the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, excess of the then remaining Escrow Amount not over the amount of Losses set forth in dispute such claim to Seller; provided, however, that if prior to Sellers on the expiration of Escrow Disbursement Date and (ii) retain the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term remaining portion of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion Amount until resolution of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementopen claim.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241i) (the “The Escrow Amount”) with the Escrow Agent, which less any amounts that have been released to any Purchaser Indemnified Persons to compensate such Purchaser Indemnified Persons for Damages as provided in this Article VI, shall be held by released to Seller on the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing business day immediately following on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to SellerRelease Date; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term a portion of the Escrow Agreement shall be extendedAmount that is necessary to satisfy any unsatisfied or unresolved Claims specified in a written notice delivered to Seller prior to 11:59 p.m., and Eastern Time, on the Escrow Agent Release Date shall continue not be payable to hold in escrow the portion of the then Escrow Amount in dispute, in each case Seller hereunder until the final resolution of all such Indemnification Claim or litigation or proceeding relating theretoClaims, all as more particularly provided at which time the amount of the Escrow Amount retained in the Escrow AgreementAccount to satisfy unresolved Claims shall be released to the applicable Purchaser Indemnified Person(s) or Seller, as applicable. (ii) The Parties hereby acknowledge and agree that, subject to the limitations set forth in Sections 6.4 and 6.7, the disbursement of the Escrow Amount shall not be deemed to modify the obligations of Seller with respect to indemnification or the survival of representations, warranties, covenants, obligations or agreements or any related right to indemnification, nor shall the Escrow Amount or the Purchaser Indemnified Persons’ rights to make Claims against the Escrow Amount serve as a cap on or the sole source of funds to satisfy the indemnification obligations of Seller or otherwise limit the Purchaser Indemnified Persons’ remedies hereunder.

Escrow Amount. At (a) Within one (1) business day of the Closingexecution of this Agreement, Seller and Buyer shall enter deposit the Escrow Amount into an escrow agreement account (the “Escrow Account”) with Citibank, N.A. (the “Escrow Agent”) pursuant to the terms and conditions of an Escrow Agreement entered contemporaneously herewith among the Buyer, the Sellers and the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Amount will be held and released to Buyer, pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with or any funds in the Escrow Agent, which shall Account will be held and disbursed to Sellers, by the Escrow Agent pursuant to the terms and conditions of this Agreement and the Escrow Agreement. (b) Buyer shall have from the date hereof until June 12, 2013 to complete to its satisfaction its due diligence of the Company and to otherwise satisfy itself with respect to the transactions contemplated by this Agreement and the Ancillary Agreements (such period ending on June 12, 2013, the “Assessment Period”). Prior to the expiration of the Assessment Period, Buyer shall provide notice to Sellers in writing either (i) affirming Buyer’s commitment to proceed with the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms specified herein (such notice, a segregated account as security “Transaction Commitment Notice”) or (ii) indicating Buyer’s desire to withdraw from the transactions contemplated by this Agreement and the Ancillary Agreements (such notice, a “Transaction Termination Notice”). For the avoidance of doubt, in the event Buyer fails to provide Sellers with any notice prior to the expiration of the Assessment Period, Buyer and Sellers acknowledge that such failure shall be deemed delivery of a Transaction Commitment Notice for Seller’s indemnification obligations under purposes of this Section 15 hereof. All interest accruing on 2.6(b). (c) In the event Buyer delivers a Transaction Commitment Notice pursuant to Section 2.6(b), the Escrow Account shall remain funded with the Escrow Amount pursuant to the terms of the Escrow Agreement, and, in the event the Closing occurs pursuant to the terms and conditions set forth in this Agreement, such Escrow Amount shall be for applied to the benefit of SellerPurchase Price as contemplated by Section 2.3(a)(ii). In the event Buyer makes delivers a written claim or demand for indemnification under Transaction Termination Notice in accordance with Section 15 hereof (an “Indemnification Claim”)2.6(b) above, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay be directed to release the portion, if any, of the then remaining Escrow Amount not to Buyer, and this Agreement shall be terminated pursuant to Section 7.1(g) without liability to any party. Notwithstanding the foregoing, in dispute the event Buyer delivers a Transaction Commitment Notice pursuant to SellerSection 2.6(b) (or is deemed to have delivered such notice) and this Agreement is subsequently terminated for any reason, other than as provided in the following proviso, the Escrow Agent shall be directed to release the Escrow Amount to Sellers upon such termination, and Buyer shall have no further right to or interest in the Escrow Amount; provided, however, that if prior Buyer terminates this Agreement pursuant to the expiration of the Survival PeriodSection 7.1(e) or 7.1(h), Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and then the Escrow Agent shall continue be directed to hold release the Escrow Amount to Buyer. (d) During the Assessment Period, (i) Sellers shall provide Buyer with financial information regarding Sellers reasonably requested by Buyer for Buyer to assess the creditworthiness and liquidity of Sellers and (ii) Sellers and Buyer shall negotiate in escrow good faith minimum net worth covenants (including periodic certifications) intended to ensure that Sellers maintain a minimum net worth of: (a) $10 million from the portion Closing Date through the eighteen (18) month anniversary of the then Escrow Amount in disputeClosing Date; (b) thereafter, $4 million through the third (3rd) anniversary of the Closing Date; (c) thereafter, $3 million through the fourth (4th) anniversary of the Closing Date; and (d) thereafter, zero (with respect to clauses (b)-(d), in each case until case, plus the final resolution aggregate amount of any indemnification claims pending by Buyer pursuant to Section 5.13 and Article VIII of this Agreement). If at the end of the Assessment Period Buyer in good faith is not reasonably satisfied with the creditworthiness and liquidity of Sellers and/or Sellers’ ability to comply with the minimum net worth covenants in clauses (a)-(d) above, Sellers and Buyer shall negotiate in good faith an escrow agreement for the deposit of the Stock Consideration (or such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in other mutually agreed collateral and substitution rights) at Closing (the “Stock Escrow Agreement”) that reduces to the levels described in clauses (b)-(d) above at the times described therein based on mutually agreed valuation procedures.

Escrow Amount. At (a) The Escrow Amount shall be available to compensate: (i) the Buyer for (A) the fair market value (as set forth on Schedule 2.23) of any piece of Rolling Stock that has not been located or otherwise accounted for by Buyer or for which a valid certificate of title (with the release of the lienholder, as required) has not been received by Buyer within thirty (30) days following Closing, Seller (B) the estimated repair cost, in excess of $5,000.00 for any Inspected Rolling Stock that does not meet the representations and Buyer shall enter into an escrow agreement warranties concerning Inspected Rolling Stock set forth in Section 2.24 below, (C) the form attached hereto as Exhibit A estimated repair cost in excess of $1,000.00 for any piece of Uninspected Rolling Stock that does not meet the representations and warranties concerning Uninspected Rolling Stock set forth in Section 2.24 below, and (D) the costs of repairs to the Inspected Rolling Stock identified on Schedule 1.07(a) that are not completed and paid for by the Companies prior to Closing (collectively, the claims described in clauses (A), (B), (C) and (D) the “Escrow AgreementRolling Stock Claims”), ; (ii) the Buyer for any amount of the Overpayment not paid by Sellers to Buyer pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241Section 1.02(h) (the “Overpayment Claims”), and (iii) the Buyer Indemnitees for Losses pursuant to the indemnification obligations set forth in Article 5 (the “Indemnity Claims”). For the avoidance of doubt, all Losses compensated to the Buyer or Buyer Indemnitees out of the Escrow Amount pursuant to the foregoing, shall be net of any insurance proceeds, compensation or other consideration. (b) Buyer shall provide the Sellers’ Representative with written notice of any Rolling Stock Claims within thirty (30) days following the Closing. If the Sellers’ Representative raises bona fide good faith objections in writing to any Rolling Stock Claims within fifteen (15) days of Sellers’ receipt of notice of such claim, Buyer and the Sellers’ Representative shall attempt in good faith for fifteen (15) days after Buyer’s receipt of such written objection to resolve such objection. (c) If no such agreement can be reached during the fifteen (15) day period for good faith negotiation, but in any event upon the expiration of such fifteen (15) day period, either Buyer or the Sellers’ Representative may bring suit to resolve the matter in accordance with Section 7.12. (d) In accordance with the terms of the Escrow Agreement, on the next Business Day following thirty (30) days after the Closing Date, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay and distribute out of the Escrow Account, by wire transfer to the accounts designated by the Sellers’ Representative, an aggregate amount equal to $1,000,000.00 (the “Rolling Stock Escrow Amount”) (together with any interest that may be earned with respect to such portion of the Escrow AgentAmount), less (x) any amounts which have been distributed from the Escrow Account pursuant to the procedures set forth in this Section 1.07(d) prior to such date and (y) any amounts, as reasonably estimated by Buyer, for which Buyer shall be held by have made a Rolling Stock Claim pursuant to the procedures set forth in this Section 1.07(d) and for which recovery shall not have been satisfied from the Escrow Account. Following final resolution of any Rolling Stock Claim described in clause (y) hereof, Buyer and the Sellers’ Representative shall instruct the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on to pay and distribute out of the Escrow Amount shall be for Account by wire transfer, to the benefit of Seller. In account designated by Buyer, the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is amount finally determined to be liable for owing to Buyer pursuant to such Rolling Stock Claims, and in respect to the accounts designated by the Sellers’ Representative, the balance of such Indemnification Claim by a court the Rolling Stock Escrow Amount. (e) In accordance with the terms of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On , on the date which is next Business Day following six (6) months after the Closing Date (as defined in Section 1.06 hereof)Date, fifty percent (50%) of Buyer and the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Seller’s Representative shall be paid by instruct the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination pay and distribute out of an amount of $4,500,000 of the Survival Period Escrow Account (as defined in Section 15.01 hereofthe “Indemnification Escrow Amount”), and immediately thereafter by wire transfer to the accounts designated by the Sellers’ Representative, an aggregate amount equal to one-third of the Indemnification Escrow Amount (together with any interest that may be earned with respect to such portion of the Escrow Agent shall pay Amount) less (x) any amounts which have been distributed from the portion, if any, of the then remaining Indemnity Escrow Amount not in dispute with respect to Seller; provided, however, that if Indemnity Claims and Overpayment Claims prior to the expiration of the Survival Period, such date and (y) any amounts for which Buyer or Buyer Indemnitees shall have made an Indemnification Indemnity Claim or commenced litigation Overpayment Claim and for which recovery shall not have been satisfied from the Escrow Account. (f) In accordance with the terms of the Escrow Agreement, on the next Business Day following twelve (12) months after the Closing Date, Buyer and the Seller’s Representative shall instruct the Escrow Agent to pay and distribute out of an amount of the Indemnification Escrow Amount, by wire transfer to the accounts designated by the Sellers’ Representative, an aggregate amount equal to one-third of the Indemnification Escrow Amount (together with any interest that may be earned with respect to such portion of the Escrow Amount) less (x) any amounts which have been distributed from the Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims during the period beginning six (6) months and ending twelve (12) months following the Closing and (y) any amounts for which Buyer or any other proceeding Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim during the period beginning six (6) months and ending twelve (12) months following the Closing and for which recovery shall not have been satisfied from the Escrow Account. (g) In accordance with the terms of the Escrow Agreement, and (ii) on account the next Business Day following eighteen (18) months after the Closing Date, Buyer and the Seller’s Representative shall instruct the Escrow Agent to pay and distribute out of any such claimthe Escrow Account, by wire transfer to the accounts designated by the Sellers’ Representative, the balance of the Indemnification Escrow Amount (together with any interest that may be earned with respect to such portion of the Escrow Amount) (after giving effect to any amounts which have been distributed from the Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims prior to such date) less any amounts for which Buyer or Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim and for which recovery shall not have been satisfied from the Escrow Account. Following final resolution of the Indemnity Claims and Overpayment Claims, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay and distribute out of the Indemnity Escrow Amount by wire transfer, to the account designated by Buyer, the amount finally determined to be owing to Buyer pursuant to any Indemnity Claims and Overpayment Claims, and, to the accounts designated by the Sellers’ Representative, the balance of the Indemnification Escrow Amount. (h) The amounts of all Rolling Stock Claims and Indemnity Claims paid to Buyer from the Escrow Account shall lower on a dollar-for-dollar basis the Final Aggregate Closing Consideration and shall be deemed to be adjustments for Tax purposes to the aggregate purchase price paid by Buyer for the Stock. (i) As between the parties to this Agreement, if any term or provision of the Escrow Agreement shall be extendedconflicts with any term or provision of this Agreement, then the term or provision of this Agreement will control. Buyer and the Sellers will each pay for 50% of the administrative fees of the Escrow Agent shall continue to hold in escrow at the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementClosing.

Escrow Amount. 5.5.1 The Purchaser shall withhold the Escrow Amount from the Payment of the Estimated Purchase Price and the payment of the final Purchase Price (as determined in accordance with Clause 8). At the Closing, Seller and Buyer shall enter into an escrow agreement in accordance with the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller the Purchaser shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (or cause to be deposited the “Escrow Amount”) Amount with the Escrow Agent. The Escrow Amount 1 shall serve as a source of funding to secure any claims of Purchaser under this Agreement and the transactions contemplated therein (including, which in particular, any claims under Clause 5.3 and for indemnification of claims for all Seller Guarantees DB1/ 93370130.5 8 (including any Fundamental Seller Guarantees) as well as and for specific indemnification in accordance with Clause 12 and 13). The Escrow Amount 2 shall serve as an additional security for indemnification of claims for Fundamental Seller Guarantees and for specific indemnification in accordance with Clause 12 and 13. The Escrow Amount, as may be held increased from time to time by interest accruing thereon if applicable and as reduced from time to time by any amounts paid out to the Purchaser from the Escrow Amount (the Escrow Fund), will be maintained by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on Agent, whereby the Escrow Amount 1 shall be for maintained until the benefit Escrow Release Date 1 and the Escrow Amount 2 shall be maintained until the Escrow Release Date 2. Any time there is a claim of Seller. In the event Buyer makes a written Purchaser covered by the Escrow Amount 2, such claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)of the Purchaser shall in the first instance be debited against the Escrow Amount 2, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and (only after there are no more funds available under the Escrow Amount 2) in respect the second instance against the Escrow Amount 1. The costs of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in and the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) maintenance of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Fund shall be paid borne by the Purchaser. 5.5.2 The Purchaser is not obligated to instruct the Escrow Agent to Seller. The pay the Escrow Agreement shall expire upon Fund to the termination of Seller on the Survival Period Escrow Release Date 1 / the Escrow Release Date 2 (as defined in Section 15.01 hereof)applicable) if and to the extent to which it has notified the Seller prior to the Escrow Release Date 1 / the Escrow Release Date 2 (as applicable) by written Notice (which Notice, for the avoidance of doubt, shall be governed by this Agreement, and immediately thereafter not the Escrow Agreement) that it is asserting a claim against the Seller under this Agreement and such claim remains unresolved for any reason (including it is being disputed by the Seller). 5.5.3 If the competent arbitration tribunal (in accordance with Clause 23.2) decides without further recourse that the Purchaser is not entitled to the claim notified by it, then the Purchaser and the Seller shall jointly instruct the Escrow Agent shall to pay the portion, if any, of corresponding amount from the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior Fund to the expiration of Seller, unless, the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or Purchaser can refuse to make such payment under reference to Clause 5.5.2 for any other proceeding on account of any such claimclaim it provides notice of. 5.5.4 If the Seller acknowledges the claim notified by the Purchaser or if the competent arbitration tribunal (in accordance with Clause 23.2) decides without further recourse that the Purchaser is entitled to the claim notified by it, then the term of Purchaser and the Escrow Agreement Seller shall be extended, and jointly instruct the Escrow Agent shall continue to hold in escrow pay the portion amount of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementPurchaser’s claim to Purchaser.

Escrow Amount. At the Closing, Seller notwithstanding anything to the contrary set forth in this Agreement, Parent will (A) withhold from the cash portion of the Aggregate Consideration Amount otherwise payable to each Shareholder such Shareholder’s Pro Rata Portion of the Total Escrow Amount and Buyer shall enter into an escrow agreement the Shareholder Representative Escrow Amount, other than the Founders, who, with respect to their Pro Rata Portion of the Total Escrow Amount (but not with respect to their Pro Rata Portion of the Shareholder Representative Escrow Amount which they will deliver in accordance with the following clause (C)) will contribute their Holdback Shares (as defined in the form attached hereto Stock Consideration Agreement) to be held by the Secretary of Parent as Exhibit A security for the indemnification obligations set forth in Article VIII (such cash amount, with respect to the Total Escrow Amount, the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Cash Escrow Amount”) with and (B) will deliver such Cash Escrow Amount to the Escrow Agent, which shall Agent to be held by the Escrow Agent in a segregated account as security for Seller’s the indemnification obligations under Section 15 hereof. All interest accruing on Article VIII and (C) will deliver their respective Pro Rata Portions of the Shareholder Representative Escrow Amount shall be for to the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), Shareholder Representative who agrees to use such funds solely to pay Shareholder Representative Expenses and Seller does not dispute such Indemnification Claim, or is determined further agrees to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) return any portion of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Shareholder Representative Escrow Amount not in dispute used to Seller; provided, however, that if prior pay Shareholder Representative Expenses to the expiration Shareholders, pro rata based upon their contributions thereto upon the payment of all amounts from the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claimEscrow Fund. Prior to the Effective Time, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue Shareholder Representative may arrange for a third party financial institution (including an escrow agent) to hold in escrow the portion of the then Shareholder Representative Escrow Amount in disputeaccordance with the preceding sentences and, upon doing so, may (i) direct that the Shareholder Representative Escrow Amount be delivered to such financial institution rather than the Shareholder Representative as well as (ii) pay any expenses incurred in each case until arranging for such third party financial institution to hold and disburse the final resolution Shareholder Representative Escrow Amount from the Shareholder Representative Escrow Amount. Any cash and all interest and other amounts earned on the Cash Escrow Amount are referred to herein as the “Escrow Fund.” Distributions of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in any cash from the Escrow AgreementFund shall be governed by the terms set forth in Article VIII. The adoption of this Agreement and the approval of the Merger by the Shareholders shall constitute approval of all the arrangements relating to the Escrow Fund and the Shareholder Representative Escrow Amount, including, without limitation, the appointment of the Shareholder Representative.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A “M” (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Million and 00/100 Dollars ($90,2411,000,000.00) (the “"Escrow Amount”") with the Escrow AgentEscrowee, which shall be held by the Escrow Agent Escrowee in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofthis Agreement and for breaches of representations and warranties of BUSDOCS/1435908.8 Seller under this Agreement. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 22(f) hereof (an “"Indemnification Claim”"), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent Escrowee promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 23(b) hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At Purchaser will pay to the ClosingEscrow Agent, Seller by wire transfer of immediately available funds to the account designated by the Escrow Agent, the Escrow Amount, pursuant to the terms and Buyer shall enter into an escrow agreement conditions of the Escrow Agreement in substantially the form attached hereto as Exhibit A B (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) . The Escrow Amount will be held in an account (the “Escrow AmountAccount”) solely for the purpose of securing the indemnification obligations of the Members set forth in this Agreement and making any payments owed to Purchaser or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve for pending claims, the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Agreement will provide for the release of amounts remaining in the Escrow Account on the 15 month anniversary of the Closing; provided, however, that no amounts subject to unresolved claims will be released until such claims are resolved. Any release and payment of amounts remaining in the Escrow Account to the Members will be made in accordance with the Closing Consideration Spreadsheet, as updated in accordance with this Agreement. All fees, costs and expenses of the Escrow Agent, which shall Agent with respect to the Escrow Account will be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Members. The Escrow Amount will be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject pursuant to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Sellerterms thereof. The Escrow Agreement shall expire upon the termination of the Survival Period (Amount will be held as defined in Section 15.01 hereof)a trust fund and will not be subject to any lien, and immediately thereafter the Escrow Agent shall pay the portionattachment, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation trustee process or any other proceeding on account judicial process of any such claim, the term creditor of the Escrow Agreement shall be extendedany party, and will be held and disbursed solely for the Escrow Agent shall continue to hold purposes and in escrow accordance with the portion terms of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in this Agreement and the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer Purchaser shall enter into an deposit, or cause to be deposited, $5,000,000 (plus any interest or earnings thereon net any escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”)fees, pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) ), in cash with the Escrow Agent, which shall . The Escrow Amount will be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofaccordance with the Escrow Agreement to be executed and delivered by Sellers, Purchaser and the Escrow Agent at the Closing. All interest accruing on the The Escrow Amount shall be for paid in whole or in part in accordance with the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) terms of the Escrow Amount then remaining in escrow under Agreement to (i) Purchaser Indemnified Parties to the Escrow Agreement and not then subject extent necessary to an outstanding Indemnification Claim shall be paid by satisfy any obligation of Sellers pursuant to Section 8.2, (ii) Purchaser, at its election, to satisfy a payment obligation of Sellers, if any, pursuant to Section 2.5(f), (iii) Sellers, on the Escrow Agent date that is twelve (12) months following the Closing Date, to Seller. The Escrow Agreement shall expire upon the termination extent of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portionexcess, if any, of $1,300,000 of the then remaining Escrow Amount not deposited at the Closing over the sum of (A) all amounts paid pursuant to the immediately preceding clauses (i) and (ii), plus (B) the maximum amount that could reasonably be expected to be necessary to satisfy all claims by the Purchaser Indemnified Parties pursuant to Section 8.2 asserted in dispute good faith on or prior to Sellersuch date (with respect to clause (B) the “Escrow Claims Estimated Amount”), (iv) Sellers, to the extent of any Escrow Amount as of the Purchaser Indemnification Deadline that is in excess of any unresolved Escrow Claims Estimated Amount; provided, however, that if prior the Litigation Matter has not been finally resolved as of the Purchaser Indemnification Deadline, the Escrow Amount released pursuant to this clause (iv) will be the amount of any remaining Escrow Amount as of the Purchaser Indemnification Deadline in excess of the sum of $2.4 million and any unresolved Escrow Claims Estimated Amount, and, in such event, except to the expiration extent extended by Section 6.11, upon the earlier of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until five days following the final resolution of the Litigation Matter and three (3) years following the Closing Date (such Indemnification Claim or litigation or proceeding relating theretodate, all as more particularly provided the “Litigation Matter Release Date”), any remaining Escrow Amount in excess of any unresolved Escrow Claims Estimated Amount shall be released to Sellers. The Escrow Claims Estimated Amount will be released pursuant to the terms of the Escrow Agreement. Any amounts distributed to Sellers from the Escrow Amount shall be divided among the Sellers as set forth on Schedule 2.3 of the Disclosure Letter.

Escrow Amount. At (a) Concurrently with the Closingexecution and delivery hereof, Seller and Buyer shall enter into an escrow agreement in is depositing with the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Agent Five Hundred Thousand Two Hundred Forty-One Dollars ($90,241500,000) (in cash. The cash so deposited, together with any interest earned thereon, shall hereinafter be referred to as the “"Escrow Amount”) with the Escrow Agent, which shall be held by the ." The Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on hereby agrees to hold and dispose of the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and parties hereto in respect accordance with the terms of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the this Escrow Agreement. On the date which is six The Escrow Agent hereby acknowledges receipt of (6i) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under and (ii) an executed copy of the Purchase Agreement. (b) The Escrow Agent shall invest the Escrow Agreement Amount, including any earnings therefrom, as instructed in writing by Buyer and not then subject to an outstanding Indemnification Claim shall be the Shareholders' Representative on behalf of the Shareholders and the Company, only in (i) certificates of deposit insured by the FDIC or secured by government obligations and bearing the highest rate of interest paid by the Escrow Agent on such certificates of deposit, or (ii) U.S. Treasury securities, in each case having maturities of no more than ninety (90) days, or (iii) a money market fund in which the Escrow Agent, its parent, affiliates or subsidiaries provides investment advisory or other management services, or (iv) in any other fund or other investment vehicle that the Shareholders' Representative and Buyer shall, in writing, mutually agree. If no direction is given to Sellerthe Escrow Agent, funds will be invested pursuant to Schedule A hereto. The Any withdrawals against the Escrow Amount for the benefit of a Buyer Indemnified Party pursuant to the terms of this Escrow Agreement shall expire upon be postponed, if necessary, until the maturity of such certificates of deposit or other instruments to maximize the income from such certificates and to avoid any early termination of penalties with respect thereto. Any earnings on the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter principal amount deposited with the Escrow Agent shall pay be taxable to the portionCompany, if any, or the Shareholders as successors thereto and shall be retained in the accounts established by this Agreement until release of the then remaining Escrow Amount not in dispute to Seller; principal amount on which it is earned, provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account first apply all amounts so received to satisfy the claims of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementBuyer Indemnified Party.

Escrow Amount. (a) At the Closing, Seller Asset Purchaser shall deposit with JPMorgan Chase Bank, NA (the “Escrow Agent”), by wire transfer of immediately available funds, an amount equal to the Escrow Amount, such amount plus all accumulated earnings thereon to constitute an escrow fund (the “Escrow Fund”) to be governed in accordance with the terms of this Agreement and Buyer shall enter into an the escrow agreement in substantially the form attached hereto as Exhibit A B (the “Escrow Agreement”), pursuant among Parent, Asset Purchaser, the Escrow Agent and the Seller. (b) The Escrow Fund shall be used solely to which Seller satisfy the applicable Deferred Consideration Payments that are not paid by or on behalf of Asset Purchaser within 30 days of the end of any Deferred Consideration Payment Period in accordance with Section 3.4(b) and Section 3.4(c). (c) Subject to Section 3.5(d), Asset Purchaser shall deposit Ninety Thousand Two Hundred Fortymaintain a minimum of $1,000,000 in the Escrow Fund, until the full amount of the Adjusted Cash Consideration is paid to the Seller. Asset Purchaser shall promptly, and no later than 10 days following a draw-One Dollars down from the Escrow Fund, transfer immediately available funds to the Escrow Fund such that the balance of the Escrow Fund equals the Escrow Amount. ($90,241d) Once the full amount of the Adjusted Cash Consideration and all accrued and unpaid Applicable Interest has been paid by Asset Purchaser to the Seller, then the balance of the Escrow Fund shall be released to Asset Purchaser in accordance with the terms of the Escrow Agreement. If, on the Maturity Date, any amount of the Adjusted Cash Consideration remains outstanding (the “Escrow Outstanding Cash Consideration Amount”) ), then the Outstanding Cash Consideration Amount shall immediately accelerate and become payable in accordance with Section 3.4(e), and an amount equal to the Outstanding Cash Consideration Amount shall be released from the Escrow Fund to the Seller on the Maturity Date. If the Outstanding Cash Consideration Amount is greater than the balance of the Escrow Fund, Asset Purchaser shall pay such difference to the Seller on the Maturity Date. If the Outstanding Cash Consideration Amount is less than the balance of the Escrow Fund, then the difference shall be released from the Escrow Fund to Asset Purchaser, in accordance with the terms of the Escrow Agent, which Agreement. (e) The Escrow Fund shall be held in escrow by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount and shall not be subject to any Lien, and shall be held and disbursed solely for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for purposes and in respect accordance with the terms of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in this Agreement and the Escrow Agreement. On Upon the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) final release of all of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof)Funds, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementterminate.

Escrow Amount. At the Closing, Seller DAI, the Shareholders, Parent and Buyer an escrow agent to be designated and approved by the parties (the “Escrow Agent”) shall enter into an execute the escrow agreement in substantially the form of Exhibit B attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Agreement shall provide, pursuant among other terms, that 30% of Stock Consideration issued to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) the Shareholders (the “Escrow AmountEscrowed Shares”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification to secure the Shareholders’ obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (68.2(a) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Sellerherein. The Escrow Agreement shall expire upon provide that (a) on the termination one-year anniversary of Closing the number of Escrowed Shares shall be reduced to 20% of the Survival Period Parent’s Shares delivered to Shareholders at Closing, (as defined b) on the two-year anniversary of Closing the number of Escrowed Shares in Section 15.01 hereof)the escrow shall be reduced to 10% of the Parent’s Shares delivered to Shareholders at Closing, and immediately thereafter (c) on the three-year anniversary of Closing all remaining Escrowed Shares in the escrow shall be distributed to Shareholders; provided that if a claim for indemnification is pending and outstanding on any such anniversary date, then the reduction in Escrowed Shares shall be limited to the extent the Escrowed Shares to be released may reasonably be required to satisfy the outstanding claim. If the Shareholders become obligated to indemnify Parent and Sub with respect to an Indemnifiable Claim and the amount of liability with respect thereto shall have been finally determined, the Escrow Agent shall pay release the portion, if any, appropriate number of the then remaining Escrow Amount not in dispute Escrowed Shares to Seller; provided, however, that if prior Parent for cancellation pursuant to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement Agreement. The fair market value per share of the Escrowed Shares shall be extended$5.00 per share. Notwithstanding any other provision of this Agreement, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement, or the Operative Documents, the Shareholders’ liability for indemnification shall be limited as set forth in Section 8.2(a)(iv) of this Agreement. The Escrowed Shares shall be automatically released to the Shareholders on the third anniversary of the Closing Date if there are no pending Indemnifiable Claims.

Escrow Amount. At 7.1 If the ClosingBuyer wishes to use the Escrow Amount in settling any payments to be made by the Seller to the Buyer under this Agreement including, Seller and but not limited to, a Relevant Claim: 7.1.1 subject to the provisions of schedule 4, the Buyer shall enter into an escrow agreement notify the Seller of a claim for reduction of the Escrow Amount (each, a “Deduction”) whether the claim is a Fundamental Warranty Claim or a claim other than a Fundamental Warranty Claim stating in reasonable detail the form attached hereto as Exhibit A nature of the claim for Deduction and the amount claimed (detailing the “Escrow Agreement”), pursuant Buyer’s calculation of the payments to which be made by the Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241to the Buyer) (the “Amount Claimed”); 7.1.2 without prejudice to clause 7.1.3, if the Seller accepts liability in respect of a claim for Deduction but accepts part only of the Amount Claimed, that part of the Amount Claimed which is accepted shall be paid out of the Escrow Amount”; and 7.1.3 if the Seller accepts the Amount Claimed or there is a determination of the amount payable in respect of the claim for Deduction by an arbitral tribunal appointed in accordance with this Agreement, the amount so accepted or determined (in the latter case less any money previously paid pursuant to clause 7.1.2 in respect of the claim for Deduction) with shall be paid out of the Escrow AgentAmount. 7.2 The Escrow Amount shall, which shall subject to clause 7.8, be held by paid to the Escrow Agent Seller in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofaccordance with clause 1.6 and in accordance with schedule 9. All The interest accruing on the Escrow Amount shall be paid to the Seller in accordance with clause 1(d) of the Escrow Agreement. 7.3 If the Seller or the Buyer is entitled to any payment from the Escrow Amount, the Seller and the Buyer shall within five (5) Business Days commencing on the date on which the entitlement arises jointly instruct the Escrow Agent in writing to release the amount of such payment to the Seller or the Buyer, as the case may be. The Seller and the Buyer further agree that the Escrow Agent shall act only in accordance with the joint written instructions of the Seller and the Buyer or a decision of the arbitral tribunal appointed in accordance with this Agreement. 7.4 Interest accruing from time to time on the Escrow Amount shall belong to the Seller and shall not be added to the Escrow Amount and shall not form part of it for the benefit purposes of Seller. In this clause 7 or schedule 9. 7.5 The Seller and the event Buyer makes shall each pay one half of the Escrow Agent’s costs in respect of any work done pursuant to this clause 7. 7.6 All payments from the Escrow Account shall be made in US$ pursuant to clause 1.5. 7.7 The Seller shall not be wound up or liquidated until the later of: (i) 1 July 2007; and (ii) the date on which all Relevant Claims have been settled or otherwise determined. 7.8 If a written claim Relevant Claim is notified to the Seller in accordance with paragraphs 1.1, 2 and 3 of schedule 4 but such Relevant Claim has not been settled or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)otherwise determined prior to the expiry of the relevant Escrow Period, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and then the parties agree that the Amount Claimed in respect of such Indemnification Relevant Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided be retained in the Escrow AgreementAccount. On Upon final settlement or determination of the date which is six amount in respect of such Relevant Claim (6) months after the Closing Date (as defined in Section 1.06 hereof“Settled Amount”), fifty percent (50%) of if the Settled Amount is less than the Amount Claimed then the difference shall forthwith be released to the Seller from the Escrow Amount then remaining in escrow under Account. 7.9 For the purposes of schedule 9, the Escrow Agreement and not then subject to an outstanding Indemnification Claim Consideration shall be paid by mean the Escrow Agent to Seller. The Escrow Agreement shall expire upon Initial Consideration plus the termination of the Survival Period EBITDA Earnout Consideration (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement).

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “a) The Post-Closing Adjustment Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which Amount shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations the Escrow Account pursuant to the terms of the Escrow Agreement from the Effective Date until the final resolution of any adjustment to the Merger Consideration is determined under Section 15 9.03 hereof and shall be released by the Escrow Agent in accordance with Section 9.03 hereof and the terms of the Escrow Agreement. (b) The Environmental Remediation Escrow Amount shall be held by the Escrow Agent in the Escrow Account pursuant to the terms of the Escrow Agreement from the Effective Date until the expiration of the Environmental Remediation Escrow Period (as defined in the Escrow Agreement) and shall be released by the Escrow Agent in accordance with the terms of the Escrow Agreement. (c) The Indemnification Escrow Amount shall be held by the Escrow Agent in the Escrow Account pursuant to the terms of the Escrow Agreement from the Effective Date until two years after the Effective Date (the "INDEMNIFICATION ESCROW PERIOD"). During the Indemnification Escrow Period, if any Buyer Indemnified Party suffers Losses subject to indemnification pursuant to Section 11.02(a) hereof, it shall be entitled to recover from the Indemnification Escrow Amount an amount equal to the amount of the Loss pursuant to the terms of the Escrow Agreement. (d) At the end of the Indemnification Escrow Period, the Escrow Agent shall promptly deliver to the Shareholder Representative and the ESOP cash (the "RETURNED CASH") in amount equal to the then current balance of Indemnification Escrow Amount (subject to the prior reduction of the Indemnification Escrow Amount through the release of funds in the Escrow Fund in satisfaction of any Loss for which Buyer Indemnified Parties were entitled to indemnification pursuant to Section 11.02(a) hereof) less the aggregate value of all pending claims for indemnification under this Article XI made by Buyer, if any, for which notice has been timely filed by any Buyer Indemnified Party, and the Shareholder Representative shall in turn promptly deliver such cash to the Company Shareholders (other than the ESOP) pursuant to the terms of this Agreement. All interest accruing The Returned Cash shall be apportioned between the Shareholder Representative and the ESOP as follows: (i) to the Shareholder Representative, a percentage of such Returned Cash equal to the Non-ESOP Shareholders Percentage and (ii) to the ESOP, a percentage of such Returned Cash equal to the ESOP Shareholders Percentage. At the time that the Escrow Agent delivers the Returned Cash to the Shareholder Representative and the ESOP, the Escrow Agent shall deliver a notice to Buyer, the Shareholder Representative and the ESOP setting forth the amount of Returned Cash, the aggregate value of all pending claims for indemnification under this Article XI, if any, for which notice has been timely filed by any Buyer Indemnified Party, and the amount of the Indemnification Escrow Amount that will remain in escrow pursuant to the Escrow Agreement pending resolution of any such claims (the "RETAINED CASH"). (e) Within ten (10) business days after the date on which a claim for indemnification of a Loss against Retained Cash has been completely and finally resolved in accordance with this Agreement, the Escrow Agent shall deliver to the Shareholder Representative and the ESOP the Retained Cash less an amount of cash equal to the aggregate amount recovered by Buyer in connection with the final resolution of its claims against the Retained Cash. (f) Prior to release from the Escrow Account, all income earned on the Escrow Amount shall be for taxable to Buyer as the benefit of Sellerowner thereof and shall be credited to the Escrow Account. In On a quarterly basis, in accordance with the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)Escrow Agreement, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty disburse forty percent (5040%) of the Escrow Amount then remaining accumulated income in escrow under the Escrow Account, including investment income thereon, to Buyer and the remainder of any accumulated income shall remain in the Escrow Account until released in accordance with this Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Seller Parent shall deposit the Escrow Amount with the Escrow Agent. The Escrow Amount plus all income accrued thereon (the “Escrow Fund”) shall be maintained by the Escrow Agent to secure certain obligations of the Stockholders and Buyer Optionholders under this Agreement. The Escrow Fund shall enter into be administered and payable during the Escrow Period in accordance with an escrow agreement by and among the Stockholders’ Representative, the Surviving Corporation, Parent and the Escrow Agent substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). All parties hereto agree for all tax purposes that Parent shall be treated as the owner of the Escrow Fund, and all interest and earnings derived from the investment and reinvestment of the Escrow Fund, or any portion thereof, shall be allocable to Parent pursuant to which Seller Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; provided that forty-five percent (45%) of any interest or other earnings earned from the investment and reinvestment of the Escrow Fund shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (be distributed to Parent as soon as practicable after the “end of each such calendar quarter or, if disbursement of some or all of the amounts held in the Escrow Amount”) Fund is to be made pursuant to the terms of the Escrow Agreement before the end of a calendar quarter, at the time of such disbursement. No party shall take any action or filing position that is inconsistent with the foregoing. If any portion of the Escrow AgentFund is released for the benefit of the Stockholders and Optionholders pursuant to the Escrow Agreement, which then such amount shall be held released by the Escrow Agent in a segregated account to the Stockholders and Optionholders as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on follows: (i) The released portion of the Escrow Amount shall be for Fund that is payable to the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and Stockholders in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim their Company Stock shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination Paying Agent on behalf of the Survival Period (as defined in Section 15.01 hereof)Stockholders, for further distribution and immediately thereafter payment by the Escrow Agent shall pay the portion, if anyPaying Agent, of the then remaining Escrow Amount not in dispute an amount to Seller; provided, however, that if prior each Stockholder equal to the expiration product obtained by multiplying (x) the number of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account shares of any Company Stock held by such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all Stockholder as more particularly provided in the Escrow Agreement.of

Escrow Amount. At (i) On the ClosingClosing Date, Seller Parent shall transfer or cause to transfer a number of shares of Parent Common Stock and Buyer shall enter into cash equal to the Escrow Amount to the Escrow Agent to hold in trust as an escrow agreement in the form attached hereto as Exhibit A fund (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow AmountFund”) under the terms of this Agreement and the Escrow Agreement. Upon deposit of the Escrow Amount with the Escrow AgentAgent in accordance with the foregoing sentence, Parent shall be deemed to have withheld from each Indemnifying Party its Pro Rata Portion of the Escrow Amount from the amounts that otherwise would be payable and issuable upon the First Effective Time to such Indemnifying Party pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i), and contributed on behalf of such Indemnifying Party its Pro Rata Portion of the Escrow Amount to the Escrow Fund; provided for the avoidance of doubt, (A) with respect to (x) the Participating Individuals and (y) any other Indemnifying Parties that Parent has deemed Unaccredited Investors pursuant to Section 1.6(g), such amounts shall have been deemed withheld solely in cash and deposited into the Escrow Fund solely as cash and (B) with respect to all other Indemnifying Parties, such amounts shall have been deemed withheld in the same proportion that shares of Parent Common Stock (having a per share value equal to the Parent Trading Price as of the First Effective Time) and cash comprise the Total Consideration issuable and payable to such Indemnifying Party pursuant to Section 1.6(b)(i), Section 1.6(c)(i) and Section 1.6(d)(i) and contributed to the Escrow Fund as cash and Escrow Shares, respectively (excluding the Parent Common Stock issued by Parent’s transfer agent into a restricted account pursuant to Section 1.9(a)). If any Earnout Consideration becomes issuable or payable (including payable after giving effect to Section 1.6(g)) pursuant to Section 1.10 prior to the Expiration Date, an amount equal to twelve and one-half percent (12.5%) of such Earnout Consideration that is issuable or payable to Indemnifying Parties pursuant to Section 1.6(b)(i), Section 1.6(c)(i), Section 1.6(d)(i) and Section 1.6(e)(i) shall not be issued or paid to such Indemnifying Parties and shall instead be deposited with the Escrow Agent in the Escrow Fund, which amount shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined pursuant to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On If Parent authorizes its transfer agent to transfer the date which is six (6shares of Parent Common Stock comprising the Retention Based Payment out of the transfer agent’s restricted account pursuant to Section 1.9(c)(ii) months after prior to the Closing Date (as defined in Section 1.06 hereof)Expiration Date, fifty an amount equal to twelve and one-half percent (5012.5%) of the Escrow Amount then remaining in escrow under Indemnifying Parties’ aggregate Pro Rata Portions of the Retention Based Payment shall not be transferred or paid (including paid after giving effect to Section 1.6(g)) to the Indemnifying Parties and shall instead be deposited with the Escrow Agreement and not then subject to an outstanding Indemnification Claim Agent in the Escrow Fund, which amount shall be paid held by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior pursuant to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement Agreement. (ii) Until and to the extent there is a forfeiture of the Escrow Shares in connection with any indemnifiable Losses in accordance with the terms of this Agreement, the Escrow Shares shall be extendedissued and outstanding stock of Parent. The Indemnifying Parties deemed to have contributed Escrow Shares to the Escrow Fund shall be entitled to exercise the voting rights of the shares of Parent Common Stock transferred to the Escrow Fund and to receive dividends (if declared) with respect to such shares (other than non-taxable stock dividends, which shall be included as part of the Escrow Fund). (iii) The parties agree that, consistent with Proposed Treasury Regulation Section 1.468B-8 (as applicable), for Tax reporting purposes, all interest or other income earned from the investment of the cash portion of the Escrow Amount in any Taxable year shall be reported as allocated to Parent until the distribution of the Escrow Amount (or portions thereof) is determined, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of will annually file information returns (including Internal Revenue Service Form 1099) consistent with such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementtreatment.

Escrow Amount. At (i) By virtue of this Agreement and as security for the Closingindemnity obligations provided for in this Article VII, Seller and Buyer shall enter into an escrow agreement in at the form attached hereto as Exhibit A Effective Time Parent will deposit with the Escrow Agent the Escrow Amount (the “Escrow AgreementFund”). Subject to the limitations in this Article VII, pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VII. If the benefit of Seller. In Seller Indemnifying Parties shall become obligated to indemnify Parent or any other Parent Indemnified Party against any Losses pursuant to this Article VII, such Parent Indemnified Party shall be entitled, in addition to any other right or remedy it may have, but subject to the event Buyer makes a written claim or demand for indemnification under limitations in Section 15 hereof (an “Indemnification Claim”7.4(d), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then following the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) reduction of the Escrow Amount to zero (or, with respect to a Company Stockholder, the reduction of such Company Stockholder’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount to zero, as applicable) to set-off all or any portion of such Losses against any Earn-Out Payment that may become payable under Section 1.7(d) (or, with respect to a Company Stockholder, the portion of any Earn-Out Payment payable to such Company Stockholder, as applicable). The Parent Indemnified Parties shall not proceed directly against any Company Stockholder individually with respect to an indemnification claim pursuant to this Article VII unless such Company Stockholder’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been reduced to zero and then remaining only to the extent that recovery is not excluded under Section 7.4(d) or otherwise. For avoidance of doubt, the parties hereto agree that none of the amounts due to a Participant under the Retention Bonus Plan shall be held in escrow under the Escrow Fund. (ii) On the date any claim becomes a Payable Claim for which a Parent Indemnified Party has elected to seek recovery from the Escrow Fund, each Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount shall be irrevocably and immediately reduced by the amount of such claim and payment of such amount from the Escrow Fund shall be made to the Parent Indemnified Parties in accordance with the Escrow Agreement and Section 7.5, provided, however, that, if and to the extent a Payable Claim is not payable by all of the Seller Indemnifying Parties based on their Interim Escrow Indemnity Pro Rata Share, each Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount shall be reduced by the amount of the Payable Claim payable by such Seller Indemnifying Party. The dollar amount of the aggregate reductions of the Escrow Amount shall reduce the Payable Claims by the exact same dollar amount. If, as a result of the preceding proviso in this Section 7.5(e)(ii), the Interim Escrow Indemnity Pro Rata Share of the Escrow Amount attributable to one or more Seller Indemnifying Parties is reduced to zero before the Interim Escrow Indemnity Pro Rata Share of the Escrow Amount of one or more other Seller Indemnifying Parties is reduced to zero, then subject the Parent Indemnified Parties shall recover Payable Claims attributable to such Seller Indemnifying Parties directly from those Seller Indemnifying Parties whose Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted (it being understood that, as an outstanding Indemnification Claim alternative to recovering directly from any such Seller Indemnifying Parties whose Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted, Parent shall have the right to recover, from time to time, all or part of the amount of such Payable Claims by setting off such amount against all or part of the amount then-owing by Parent to such Seller Indemnifying Party pursuant to any rights of set-off as may be provided for in any of the Merger-Related Agreements, including rights of set-off against the Earn-Out Payment, to which such Seller Indemnifying Party is a party), and shall recover amounts attributable to the other Seller Indemnifying Parties from their remaining Interim Escrow Indemnity Pro Rata Shares of the Escrow Amount. Subject to Section 7.4(d), if the Escrow Amount attributable to all the Indemnifying Parties is reduced to zero, then the Indemnified Parties shall recover all Payable Claims directly from the Indemnifying Parties by whom such Payable Claims are payable; it being understood that, as an alternative to recovering directly from any Indemnifying Parties whose Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted, Parent shall have the right to recover, from time to time, all or part of the amount of such Payable Claims by setting off such amount against all or a part of the amount then-owing by Parent to such Indemnifying Party pursuant to any other rights of set-off as may be provided for in any of the Merger-Related Agreements, including the rights of set-off against the Earn-Out Payment. For purposes of indemnification hereunder, a Parent Indemnified Party shall have the right to cancel the number of shares of Parent Stock issued to a Seller Indemnifying Party through an Earn-Out Payment equal to the indemnification obligations of such Seller Indemnifying Party (and for such purposes the value of such shares shall be the EO Share Price). (iii) On the next Business Day following the Survival Date, if and to the extent any Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount, after taking into account all reductions and adjustments pursuant to Section 7.5(e)(ii), exceeds the amount of the Unresolved Claims that, if successful, would be payable by such Seller Indemnifying Party, then such Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount shall be reduced by the amount of such excess and a payment shall be paid from the Escrow Fund in accordance with the Escrow Agreement and Section 7.5 to the account specified by the Stockholder Representative and Parent shall then, after receiving written confirmation from the Stockholder Representative that no Seller Indemnifying Party has provided updated wire transfer instructions or mailing address, promptly cause the Escrow Agent or Paying Agent to Seller. The Escrow Agreement shall expire upon distribute such payment to each such Seller Indemnifying Party using the termination same payment information that was used for payments of the Total Closing Consideration such that each such Seller Indemnifying Party receives such excess amount attributable to it, him or her. At the Survival Period (as defined in Section 15.01 hereof)Date, and immediately thereafter the Escrow Agent shall pay distribute or cause to be distributed, the portionremaining portion of the Escrow Amount, if any, of to the then remaining Escrow Amount not in dispute to SellerSeller Indemnifying Parties; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold withhold an amount equal any Unresolved Claims specified in escrow any Officer’s Certificate meeting the requirements of Section 7.5(a) delivered to the Stockholder Representative prior to the Survival Date, and any such amount shall not be distributed to the Seller Indemnifying Parties at such time. As soon as all such claims have been resolved, Escrow Agent shall deliver to the Seller Indemnifying Parties the remaining portion of the then Escrow Amount, if any, not required to satisfy such Unresolved Claims. Deliveries of the Escrow Amount to the Seller Indemnifying Parties pursuant to this Section 7.4 shall be made pursuant to the Spreadsheet. (iv) From and after the Survival Date until each Seller Indemnifying Party’s entire Interim Escrow Indemnity Pro Rata Share of the Escrow Amount has been fully depleted pursuant to Section 7.5(e)(ii), Section 7.5(e)(iii) and the last sentence of this Section 7.5(e)(iv), Parent shall promptly deliver to the Escrow Agent and the Stockholder Representative a notice, as each Unresolved Claim (whether or not such Unresolved Claim existed on the Survival Date) becomes resolved as either a Payable Claim or a claim that is not a Payable Claim, of such resolution and either (A) if and to the extent the Unresolved Claim has been resolved as a Payable Claim, Parent shall specify the amount by which each Seller Indemnifying Party’s Interim Escrow Indemnity Pro Rata Share of the Escrow Amount shall be reduced further in disputeaccordance with and subject to the Escrow Agreement and Section 7.5(e)(ii) as a result of such Unresolved Claim becoming a Payable Claim or (B) if and to the extent the Unresolved Claim has been resolved as a claim that is not entirely a Payable Claim, specify the positive amount, if any, at such time by which the Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount (after taking into account all reductions and adjustments pursuant to Section 7.5(e)(ii) and all payments pursuant to Section 7.5(e)(iii) and the last sentence of this Section 7.5(e)(vi)), attributable to each Seller Indemnifying Party whose Interim Escrow Indemnity Pro Rata Share of the remaining Escrow Amount would have been reduced if such Unresolved Claim had been entirely a Payable Claim, exceeds the aggregate amount of the remaining Unresolved Claims (including Unresolved Claims that did not exist on the Survival Date) that, if successful, would be payable by such Seller Indemnifying Party. The Interim Escrow Indemnity Pro Rata Share of the Escrow Amount attributable to each such Seller Indemnifying Party referenced in the preceding clause (B) shall be reduced by such positive excess amount, if any, specified in accordance with the preceding clause (B) that is attributable to such Seller Indemnifying Party and a payment shall be paid from the Escrow Fund in accordance with the Escrow Agreement and Section 7.5 to the account specified by the Stockholder Representative and Parent shall then, after receiving written confirmation from the Stockholder Representative that no Company Stockholder has provided updated wire transfer instructions or mailing address, promptly cause the Escrow Agent or Paying Agent to distribute such payment to each case until such Seller Indemnifying Party referenced in the preceding clause (B) so that each such Seller Indemnifying Party receives such positive excess amount attributable to it, him or her). (v) Any amounts payable to the Seller Indemnifying Parties pursuant to clauses (iii) and (iv) above (A) shall be rounded to the nearest one hundredth (0.01) of a dollar (with amounts 0.005 and above rounded up) and (B) if subject to applicable tax withholding shall be returned to Parent prior to distribution and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to the applicable Seller Indemnifying Party. If the sum of the final resolution amounts payable to the Seller Indemnifying Parties, rounded as a result of the preceding sentence, does not equal the remaining Escrow Amount, then the appropriate amount will be added or subtracted from the Seller Indemnifying Party with the greatest Interim Escrow Indemnity Pro Rata Share, such that the sum of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in final amounts does equal the remaining Escrow AgreementAmount.

Escrow Amount. At (i) Subject to Sections 7.4(a), 7.4(b) and 7.4(c) above, by virtue of this Agreement and as partial security for the Closingindemnity obligations provided for in Section 7.2 hereof, Seller and Buyer shall enter into an escrow agreement the Indemnified Parties shall, in the form attached hereto as Exhibit A (the “Escrow Agreement”manner provided in Section 7.3(g), pursuant this Section 7.4(e) and Section 7.5, recover the amount of any Losses with respect to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with Indemnified Parties are entitled to indemnification hereunder by the release of funds from the Escrow Agent, Fund. (ii) On the date any claim becomes a Payable Claim for which shall be held by an Indemnified Party is obligated or has elected to seek recovery from the Escrow Agent in a segregated account as security for SellerFund, each Indemnifying Party’s indemnification obligations under Section 15 hereof. All interest accruing on Pro Rata Escrow Portion of the Escrow Amount shall be for irrevocably and immediately reduced by the benefit amount of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)such claim, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect payment of such Indemnification Claim by a court of competent jurisdiction, then amount from the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Fund shall be paid by made to the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined Indemnified Parties in accordance with Section 15.01 hereof7.5(b)(i), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that that, if prior and to the expiration of extent a Payable Claim is not payable by all the Survival PeriodIndemnifying Parties based on their Pro Rata Escrow Portion, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term each Indemnifying Party’s Pro Rata Escrow Portion of the Escrow Agreement Amount shall be extendedreduced by the amount of the Payable Claim payable by such Indemnifying Party. The dollar amount of the aggregate reductions of the Escrow Amount shall reduce the Payable Claims by the exact same dollar amount. If, as a result of the preceding proviso in this Section 7.4(e)(ii), the Pro Rata Escrow Portion of the Escrow Amount attributable to one or more Indemnifying Parties is reduced to zero before the Pro Rata Escrow Portion of the Escrow Amount of one or more other Indemnifying Parties is reduced to zero, then the Indemnified Parties shall, to the extent permitted by this Article VII, recover Payable Claims directly from those Indemnifying Parties whose Pro Rata Escrow Portion of the Escrow Amount has been fully depleted. If the Escrow Amount attributable to all the Indemnifying Parties is reduced to zero, then the Indemnified Parties shall, to the extent permitted by this Article VII, recover all Payable Claims directly from the Indemnifying Parties by whom such Payable Claims are payable. (iii) On the date that is thirty (30) days after the Survival Date (the period between the Closing Date and such date, the “Escrow Period”), if and to the extent any Indemnifying Party’s Pro Rata Escrow Portion of the remaining Escrow Amount, after taking into account all reductions and adjustments pursuant to Section 7.4(e)(ii), exceeds the amount, as determined by Parent reasonably and in good faith, then necessary to serve as security for any Unresolved Claims, then such Indemnifying Party’s Pro Rata Escrow Portion of the remaining Escrow Amount shall be reduced by the amount of such excess and a payment shall be paid from the Escrow Fund in accordance with Section 7.5(b)(ii) to each such Indemnifying Party so that each such Indemnifying Party receives such excess amount attributable to it, him or her. (iv) From and after the Escrow Period termination date until each Indemnifying Party’s entire Pro Rata Escrow Portion of the Escrow Amount has been fully depleted pursuant to Section 7.4(e)(ii), Section 7.4(e)(iii) and the last sentence of this Section 7.4(e)(iv), an Indemnified Party shall promptly deliver to the Escrow Agent Representative a notice, as each Unresolved Claim (whether or not such Unresolved Claim existed on the Survival Date) becomes resolved as either a Payable Claim or a claim that is not a Payable Claim, of such resolution and either (A) if and to the extent the Unresolved Claim has been resolved as a Payable Claim, the Indemnified Party shall continue to hold in escrow specify the portion amount by which each Indemnifying Party’s Pro Rata Escrow Portion of the then Escrow Amount has been reduced further in disputeaccordance with and subject to Section 7.4(e)(ii) as a result of such Unresolved Claim becoming a Payable Claim or (B) if and to the extent the Unresolved Claim has been resolved as a claim that is not entirely a Payable Claim, specify the positive amount, if any, at such time by which the Pro Rata Escrow Portion of the remaining Escrow Amount (after taking into account all reductions and adjustments pursuant to Section 7.4(e)(ii) and all payments pursuant to Section 7.4(e)(iii) and the last sentence of this Section 7.4(e)(iv)), attributable to each Indemnifying Party whose Pro Rata Escrow Portion of the remaining Escrow Amount would have been reduced if such Unresolved Claim had been entirely a Payable Claim, exceeds the aggregate amount, as determined by Parent reasonably and in good faith, then necessary to serve as security for the remaining Unresolved Claims (including Unresolved Claims that did not exist on the Survival Date) that, if successful, would be payable by such Indemnifying Party. The Pro Rata Escrow Portion of the Escrow Amount attributable to each case until such Indemnifying Party referenced in the preceding clause (B) shall be reduced by such positive excess amount, if any, specified in accordance with the preceding clause (B) that is attributable to such Indemnifying Party and a payment shall be paid from the Escrow Fund in accordance with Section 7.5(b)(ii) to each such Indemnifying Party referenced in the preceding clause (B) so that each such Indemnifying Party receives such positive excess amount attributable to it, him or her. (v) Any funds to be distributed pursuant to Sections 7.4(e)(iii) and 7.4(e)(iv) (A) shall be rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up); provided, that if the sum of the final resolution of such Indemnification Claim or litigation or proceeding relating theretoamounts payable to the Indemnifying Parties, all rounded as more particularly provided described in this clause (A), does not equal the remaining amount in the Escrow AgreementFund, then the appropriate amount will be added or subtracted from the Indemnifying Party with the greatest Pro Rata Escrow Portion such that the sum of such final amounts does equal the remaining amount in the Escrow Fund and (B) if subject to applicable tax withholding, shall be returned to Parent before distribution, and Parent will then deduct and pay over to the appropriate Governmental Entity the appropriate tax withholding amounts and distribute net funds to the applicable Indemnifying Party.

Escrow Amount. At (a) On the ClosingClosing Date, Seller and Buyer shall enter deposit the Escrow Amount with J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A. (the “Escrow Agent”) to be held in an account established by the Escrow Agent pursuant to the terms of a mutually agreed upon form of Escrow Agreement to be entered into an escrow agreement in by the form attached hereto as Exhibit A Seller, Buyer and Escrow Agent at Closing (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the The Escrow Amount shall be for released on the benefit terms of the Escrow Agreement and used solely to satisfy the Seller. In the event Buyer makes a written claim or demand ’s contingent and non-contingent post-Closing obligations under this Agreement, including Seller’s liabilities for indemnification matters arising under Section 15 hereof 6.3. (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. b) On the date which is six twelve (612) months after following the Closing Date Date, Seller and Buyer will jointly instruct the Escrow Agent to release from escrow one-half of the then current balance of Escrow Amount, minus the aggregate amount of all pending indemnification claims by the Buyer Indemnified Parties pursuant to Section 6.3 (as defined in Section 1.06 hereof)such amount, fifty percent (50%) the “Pending Claims Amount,” and the amount of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by Buyer to Seller, the “Escrow Release Amount”), and on the date which is twenty-four (24) months following the Closing Date, the Seller and Buyer will jointly instruct Escrow Agent to Seller. The Escrow Agreement shall expire upon release from escrow the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or minus any other proceeding on account of any such claim, the term of Pending Claims Amount. In each case the Escrow Agreement Release Amount shall be extended, and released to an account or accounts designated in writing by the Escrow Agent shall continue to hold Seller in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in accordance with the Escrow Agreement.

Escrow Amount. At Of the ClosingBase Ten Shares, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the “"ESCROW AMOUNT") will be retained by Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of the Escrow Agreement”Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "FIRST RELEASE DATE"), pursuant and (ii) the shares constituting the balance of the Escrow Amount will be released by Escrow Agent to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) Almedica not later than ten business days after the second anniversary of the date of this Agreement (the “"SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount”) Amount will be held by Escrow Agent subject to the terms of this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, which but any such shares so issued as dividends shall be held subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for First Release Date and the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined Second Release Date with respect to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) distributions of the Escrow Amount then remaining as set forth in escrow under the Escrow Agreement and not then Section 1.4, unless any such distribution is subject to an outstanding Indemnification Claim shall be paid by a dispute, in which case Base Ten and Almedica will follow the Escrow Agent to Seller. The Escrow procedures set forth in this Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), regarding notice and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account resolution of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At Pursuant to the ClosingEscrow Agreement to be entered into among Purchaser, Seller and Buyer shall enter into an escrow agreement First Union National Bank, N.A. (the "Escrow Agent"), substantially in the form attached hereto as of Exhibit A (B hereto, the “Escrow Agreement”), pursuant Adjustment Amount shall be delivered to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which Agent at Closing. All fees and expenses of the Escrow Agent shall be paid by Purchaser. The Adjustment Amount shall be held by pursuant to the terms of the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount Agreement and shall be available for payment to Seller in the benefit event Seller satisfies the requirements of SellerSection 3.2(b) above. In the event Buyer makes a written claim or demand for indemnification Seller satisfies its obligations under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim 3.2(b) in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Transfer Period, Buyer Purchaser agrees to instruct the Escrow Agent to disburse to Seller the Adjustment Amount (together with any interest on the Adjustment Amount) within 10 days of Seller's satisfaction of Section 3.2(b), but in no event later than the last day of the Transfer Period. In the event Seller fails to satisfy its obligations under Section 3.2(b) in full prior to the expiration of the Transfer Period, the Adjustment Amount (together with any interest on the Adjustment Amount) shall have made an Indemnification Claim or commenced litigation or be returned to Purchaser. Purchaser and Seller agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other proceeding on account party to enable such furnishing Party to receive those portions of any such claim, the term Adjustment Amount to which the furnishing Party is entitled under the provisions of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow this Agreement.

Escrow Amount. At the Closing, the Purchaser shall pay to the Escrow Agent One Million Four Hundred Eighty Seven Thousand Dollars ($1,487,000) (such initial escrow amount, or, following release of funds as contemplated herein and in the Escrow Agreement, such reduced escrow amount, as the case may be, in each case together with any and all interest and/or earnings thereon, being the “Escrow Amount”) in cash payable by wire transfer of immediately available funds for deposit in an escrow account (the “Escrow Account”) in accordance with the terms and conditions of the Escrow Agreement to be entered into by and among the Purchaser, the Seller and Buyer shall enter into an escrow agreement the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand . Two Hundred Forty-One Thirty Seven Thousand Dollars ($90,241237,000) of the Escrow Amount (the “Purchase Price Adjustment Escrow Amount”) with shall serve as security for payments of the Escrow AgentSeller in satisfaction of adjustments to the Purchase Price pursuant to the provisions of Section 2.7(a) hereof, which and shall be held and distributed by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on accordance with the Escrow Amount shall be for the benefit terms of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), this Agreement and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six The remaining One Million Two Hundred Fifty Thousand Dollars (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%$1,250,000) of the Escrow Amount then remaining (together with any interest or earnings on the entire Escrow Amount, the “Indemnification Escrow Amount”) shall serve as security for payments in escrow satisfaction of any Losses incurred by Purchaser Indemnified Parties under the Escrow Agreement Article VII hereunder, and not then subject to an outstanding Indemnification Claim shall be paid held and distributed by the Escrow Agent to Seller. The Escrow in accordance with the terms and conditions of this Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At (a) On the ClosingClosing Date, Seller and Buyer Purchaser shall enter into pay to the Escrow Agent the Escrow Amount in cash payable by wire transfer of immediately available funds for deposit in an escrow agreement account in accordance with the form attached hereto as Exhibit A (terms and conditions of the “Escrow Agreement”). The Escrow Amount shall serve as security for the payment, pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars if any, of ($90,241i) the Sellers’ indemnification obligations under Article 6 hereof, and (the “Escrow Amount”ii) with the Escrow AgentSellers’ obligations, which if any, under Section 2.3(c)(i) hereof, and shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement. (b) If Purchaser makes any claim on behalf of itself or any other Purchaser Indemnified Party for indemnification by Sellers prior to the Escrow Release Date, Purchaser shall deliver written notice to Sellers’ Representative and the Escrow Agent (a segregated account as security for Seller’s “Claim Notice”), which Claim Notice shall (i) describe in general terms the facts upon which Purchaser, on behalf of itself or any other Purchaser Indemnified Party, makes such claim and state a good faith estimate of Loss(es) subject to the indemnification obligations of Seller under Section 15 Article 6 hereof. All interest accruing on , and (ii) specify the amount of the Escrow Amount that Purchaser seeks to have released from escrow in connection with such claim (the “Claim Amount”). (c) Within fourteen (14) days after receipt of a Claim Notice from Purchaser seeking payment from the Escrow Amount, Sellers’ Representative shall be for deliver written notice to Purchaser and the benefit of Seller. In the event Buyer makes Escrow Agent (a written claim or demand for indemnification under Section 15 hereof (an “Indemnification ClaimResponse Notice”), which Response Notice shall either (i) state that Sellers do not object to the Claim Notice and Seller does not dispute such Indemnification Claiminstruct the Escrow Agent to disburse the Claim Amount to Purchaser, or is determined to be liable for (ii) state that Sellers dispute the Claim Notice and in respect all or a portion of such Indemnification the Claim by Amount. If the Response Notice states that Sellers dispute the Claim Notice and all or a court portion of competent jurisdictionthe Claim Amount, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six disburse that portion (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%if any) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; providedPurchaser, however, but shall not disburse that if prior to the expiration portion of the Survival PeriodClaim Amount in dispute until the dispute is resolved in accordance with Section 2.4(d). (d) If Sellers object to a Claim Notice, Buyer then Purchaser and Sellers’ Representative shall have made an Indemnification negotiate in good faith to agree upon how to handle the Claim or commenced litigation or any other proceeding Notice and, if successful in reaching agreement on account of any such claimClaim Notice, the term of the Escrow Agreement shall be extended, and jointly deliver to the Escrow Agent a written notice executed by Purchaser and Sellers’ Representative (a “Joint Written Notice”), which Joint Written Notice shall continue direct the Escrow Agent how to hold proceed with respect to the disputed Claim Notice. If Purchaser and Sellers’ Representative are unable to agree on how to handle the disputed Claim Notice within thirty (30) days after the date Purchaser receives the Response Notice from Sellers’ Representative (or if Sellers’ Representative does not deliver a Response Notice within fourteen (14) days after receipt of a Claim Notice), then either Purchaser or Sellers’ Representative shall be entitled at any time thereafter to initiate an Action or Proceeding with respect to such Claim Notice in escrow accordance with and subject to Section 7.11 of this Agreement. At such time as a final, non-appealable judgment is rendered in connection with any such Action or Proceeding, the portion prevailing party in the Action or Proceeding shall deliver to the Escrow Agent and the non-prevailing party written notice (a “Judicial Decision Notice”), which Judicial Decision Notice shall notify the Escrow Agent of the then Escrow Amount in disputeoutcome of the final, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in non-appealable judgment and instruct the Escrow AgreementAgent what action to take in accordance with such judgment; provided that at any time prior to any such judgment being rendered, Purchaser and Sellers’ Representative may settle or otherwise resolve any such Action or Proceeding or disputed Claim Notice, and upon such settlement or other resolution shall deliver jointly to the Escrow Agent a Joint Written Notice directing the Escrow Agent how to act with respect to the disputed Claim Notice.

Escrow Amount. At 4.6.1 Subject to the Closingterms of this Clause 4.6, Seller Clause 4.7.4 (if applicable) and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A Clause 5 (the “Escrow Agreement”Escrow), pursuant the Sellers shall be entitled to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with receive the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing Amount on the Escrow Release Date such amount to be satisfied out of, and deducted from, the amount standing to the balance of the Escrow Account from time to time in accordance with Clause 5 (Escrow). 4.6.2 If on the Escrow Release Date: (a) a Due Amount (or any part of it) is outstanding, the Buyer shall be for entitled (at its sole discretion) to satisfy all (to the benefit extent possible) or part of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)Sellers’ liability to pay the Due Amount by way of set-off against the Escrow Amount then payable, and Seller does not dispute to treat its obligation to pay such Indemnification Escrow Amount as being reduced pro tanto by the amount so set-off pursuant to this Clause 4.6.2; and/or (b) if there is an Outstanding Claim, or is determined the Buyer shall be entitled (at its sole discretion) to be liable for withhold from the Escrow Amount then payable an amount equal to the Estimated Liability or, if lower, the full amount of the Escrow Amount. Where the provisions of Clause 4.6.2(b) apply, the Buyer and the Sellers shall use all reasonable endeavours to agree the Estimated Liability in respect the Outstanding Claim as soon as possible and in respect of such Indemnification Claim by a court of competent jurisdiction, then any event at least five (5) Business Days prior to the Escrow Agent promptly thereafter shall pay Release Date. If they fail to resolve such Indemnification Claim in full matters five (5) Business Days prior to Buyer, all as more particularly provided in the Escrow Agreement. On Release Date, the date which is six Buyer or the Sellers may refer such matter in dispute to an Expert for a resolution in accordance with the procedure set out in paragraph 3 of Schedule 5 (6Completion Accounts) months mutatis mutandis and the Parties agree that no amounts shall be released from the Escrow Account pending the Expert’s determination of the relevant matter in dispute. 4.6.3 Nothing in this Clause 4.6 shall prejudice, limit or otherwise affect: (a) any right or remedy the Buyer may have against the Sellers from time to time, whether arising under this Deed or any other Transaction Documents; or (b) the Buyer’s right to recover against the Sellers, whether before or after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) payment of the Escrow Amount then remaining is made in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid accordance with this Deed. ​ 4.6.4 Any amount withheld by the Escrow Agent to Seller. The Escrow Agreement Buyer in accordance with this Clause 4.6 shall expire upon not be regarded as imposing any limit on the termination amount of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation any claims under this Deed or any other proceeding on account Transaction Documents. 4.6.5 If a Due Amount is not satisfied in full by way of any such claimset-off under this Clause 4.6, nothing in this Deed shall prevent or otherwise restrict the term of Buyer’s right to recover the Escrow Agreement shall be extended, balance from the Sellers and the Escrow Agent Due Amount (to the extent not so satisfied) shall continue to hold in escrow remain fully enforceable against the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementSellers.

Escrow Amount. At (a) In accordance with Section 2.1(b)(i), at the Closing, Seller and Buyer shall enter into an escrow agreement deposit with JPMorgan Chase Bank, N.A., a national banking association with offices located in the form attached hereto as Exhibit A State of New York (the “Escrow AgreementAgent”), pursuant an amount equal to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars the Escrow Amount, such amount plus all accumulated earnings thereon ($90,241such amounts, if any, “Escrow Consideration”) to constitute an escrow fund (the “Escrow AmountFund”) to be governed in accordance with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit terms of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), this Agreement and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On To the extent available, the Escrow Fund shall be used to satisfy any indemnification amounts owed by Seller pursuant to Article VI. (b) Upon the date which that is six 12 months from the Closing (6) months the “Escrow Termination Date”), the Escrow Agent shall, in accordance with the Escrow Agreement, release the remaining amount in the Escrow Fund at such time, less the Outstanding Claim Reserve at such time, to Seller. If at any time after the Closing Escrow Termination Date the Outstanding Claim Reserve, as determined by a court or by mutual agreement of Buyer and Seller, is less than the Escrow Fund at such time, then an amount equal to such difference shall be released to Seller. (c) For purposes of this Section 2.7, “Outstanding Claim Reserve” as defined of any date means the sum of all amounts in good faith claimed by Buyer as of such date to be then owed to the Buyer Indemnified Parties in respect of indemnity claims made by the Buyer Indemnified Parties as of such date in accordance with Article VI. (d) All funds so released from the Escrow Fund shall include any Escrow Consideration earned thereon. The amount of any funds released from the Escrow Fund pursuant to Section 1.06 hereof)2.7(b) shall, fifty percent (50%) for the avoidance of doubt, be deemed a part of the Purchase Price to the extent permitted by applicable Law. The Escrow Fund shall be held as a trust fund and shall not be subject to any Lien, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. Upon the final release of all of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof)Fund, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementterminate.

Escrow Amount. At 7.1 The Sellers and the ClosingBuyer shall procure that prior to Completion an interest bearing account is opened with Barclays Bank Plc in the joint names of the Buyer, Seller and the Solicitors upon terms that withdrawals from such account shall require the signatures of an authorised signatory of each of the Buyer’s Solicitors and the Sellers’ Solicitors. 7.2 Except in relation to any payment in respect of Tax or bank charges, the Solicitors shall not be required to take any action with respect to the Escrow Amount except on the written instructions of both the Buyer and the Seller. 7.3 Subject to payment of any Tax on interest earned on the Escrow Amount or any other Tax or duty in respect of it for which Barclays Bank Plc or the Solicitors is or are or may properly become liable and to payment of any bank or other charges or costs incurred in respect of the establishment or maintenance of the Escrow Account, the Buyer and the Sellers shall procure that the Solicitors apply the Escrow Amount as follows - (a) in such manner as the Buyer and the Sellers may from time to time jointly instruct; (b) in paying to the Buyer any amount at any time due to it from any of the Sellers under clause 8.2(b); (c) in paying to the Buyer any amount at any time due to it from any of the Sellers in relation to any Escrow Claim where either - (i) notice of the Escrow Claim setting out in reasonable detail the nature of the Escrow Claim and amount claimed shall have been served by the Buyer on the Sellers and the Sellers shall not have given notice to the Buyer rejecting liability for the Escrow Claim within 14 days after the date on which such notice is served on the Sellers; (ii) a settlement of the Escrow Claim has been agreed between the Buyer and the Sellers; or (iii) the Buyer shall enter into have obtained final judgment or final determination under clause 7.5 in respect of the Escrow Claim. 7.4 On the: (a) first Business Day subsequent 31 December 2016 and subject to receiving all executed Additional IP Assignments , an escrow agreement amount equal to fifty percent of Escrow Amount which then remains after any applications under clause 7.3 shall be released to the Sellers provided that if, prior to such date, the Buyer shall have notified to the Sellers of any Escrow Claim which has not then been determined, there shall be retained in the form attached hereto Escrow Account such amount as Exhibit A (the “Buyer reasonably considers necessary to satisfy such Escrow Agreement”Claim pending its determination in accordance with clauses 7.3(c)(i), pursuant (ii) or (iii), and clause 7.3 shall continue to apply in relation to the amount so retained. Any balance of the Escrow Amount remaining after the determination or settlement of the last such Escrow Claim to be determined shall be released to the Sellers upon such determination or settlement; and (b) two years after the Completion Date the remaining portion of the Escrow Amount after deduction of the amount specified in clause 7.4(a) which then remains after any applications under clause 7.3 shall be released to the Sellers provided that if, prior to such date, the Buyer shall have notified to the Sellers of any Escrow Claim which has not then been determined, there shall be retained in the Escrow Account such amount as the Buyer reasonably considers necessary to satisfy such Escrow Claim pending its determination in accordance with clauses 7.3(c)(i), (ii) or (iii), and clause 7.3 shall continue to apply in relation to the amount so retained. Any balance of the Escrow Amount remaining after the determination or settlement of the last such Escrow Claim to be determined shall be released to the Sellers upon such determination or settlement. 7.5 If the Buyer and the Sellers shall not have reached agreement as to the amount to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Buyer is entitled in respect of any Escrow Amount”) with Claim within 30 days of the date on which notice setting out in reasonable detail the nature of the Escrow AgentClaim and the amount claimed is served by the Buyer on the Sellers, which the matter in dispute shall be held referred to an independent counsel of appropriate experience and standing to be appointed by the Escrow Agent Buyer and the Sellers or (in a segregated account default of agreement within five Business Days of any proposal for the appointment of such counsel) by the chairman for the time being of the Council of the Bar on the application of either the Buyer or the Sellers; and the decision of such counsel (who shall be deemed to be acting as security an expert and not as an arbitrator) shall be final and binding on the parties in the absence of manifest error and the cost of such reference shall be paid by the Buyer and the Sellers in such proportions as such counsel shall determine. 7.6 In relation to any determination to be made under clause 7.5 - (a) the Buyer and the Sellers shall procure that the counsel appointed is provided with all information reasonably required by him for Seller’s indemnification obligations under Section 15 hereof. All the purpose of making his determination; and (b) such counsel shall allow each of the Buyer and the Sellers an opportunity to make written representations to him but so that all such representations must be made within 14 days of his appointment. 7.7 The interest accruing earned on the Escrow Amount shall follow the principal amounts, so that upon any payment under clauses 7.3(b) or (c) the Buyer shall be for entitled to the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and interest earned in respect of the principal amount so paid from Completion to the date of such Indemnification Claim payment (calculated on a pro rata basis and net of any Tax required by a court law to be deducted from it) and any balance of competent jurisdiction, then such interest shall be paid to the Sellers (net of any Tax which is required by law to be deducted from it). 7.8 Each of the Buyer and the Sellers undertakes to the other to ensure that all rights in and to the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all Amounts remain free from any Encumbrance except as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) by this clause or implied by law. 7.9 The payment of any part of the Escrow Amount then remaining Amounts in escrow under accordance with the Escrow Agreement and provisions of this clause whether to the Buyer or to the Sellers shall not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination prejudice or affect any other rights or remedies of the Survival Period (as defined Buyer in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account respect of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementClaim.

Escrow Amount. At 4.1. On the Closingdate hereof, Seller and the Buyer shall enter into an escrow agreement deposits, in the form attached hereto as Exhibit A name and on behalf of the Seller, a portion of the Price equal to EUR 10,000,000.00 (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241ten million) (the “Escrow Amount”) ), by wire transfer of immediately available funds, with the date hereof as value date, into the Escrow AgentAccount, which shall to be held by the Escrow Agent as a trust fund for the purpose of securing: (i) the payment by the Seller to the Buyer of any Price Adjustment which may be due in accordance with Article [6.5] of the Agreement, and (ii) the payment by the Seller to the Buyer of any indemnifications of any Losses due by the Seller to the Buyer under the Agreement sole and exclusively as a segregated account as security result of the occurrence of a Claim of Indemnity incurred or suffered by the Buyer which has been notified according to Article ● of the Agreement. 4.2. The Escrow Agent hereby acknowledges receipt of the Escrow Amount and undertakes to hold the Escrow Amount in the Escrow Account according to this Escrow Agreement solely for the purpose of securing the Seller’s indemnification obligations vis-à-vis the Buyer under Section 15 hereofArticle 4.1 above. 4.3. All interest accruing The Parties agree and undertake, each as far as it is concerned, that neither the Escrow Account nor the Escrow Amount are or shall be subject to any lien or attachment by any third party or creditor (including the Escrow Agent) and shall be used solely for the purposes and subject to the conditions set forth in this Escrow Agreement and in the Agreement. 4.4. The Escrow Amount will be held, managed and released solely by the Escrow Agent, pursuant to the terms and conditions set forth in this Escrow Agreement. 4.5. The Parties acknowledge that interests will accrue on the Escrow Amount shall be for at the benefit rate of Seller[•]. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of Any interest accrued on the Escrow Amount then remaining in escrow under or portion thereof (the Escrow Agreement and not then subject to an outstanding Indemnification Claim Interest) shall be paid by to the Seller on a [period] basis. 4.6. The Interest has been agreed between the Seller and Unicredit S.p.A. under the standard terms and conditions applicable to the Escrow Agent Account; it is understood that, the rate of interest applicable to Sellerthe Escrow Amount has been determined in accordance with the terms and conditions governing the Escrow Account. 4.7. The Escrow Agreement Agent shall expire upon the termination not be liable of any changes of the Survival Period (as defined in Section 15.01 hereof), interest rate agreed directly between Sellers and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementUnicredit S.p.A..

Escrow Amount. At (a) The parties hereto acknowledge and agree that notwithstanding anything contained herein to the Closingcontrary, Seller and the Buyer shall enter hold back from delivery to the Sellers at the Closing Date, to be used for the purposes described herein, an amount of four million dollars ($4,000,000) (such amount, the “Escrow Amount”), which amounts shall be deposited into an escrow account with Equity Transfer & Trust Company (the “Escrow Agent”), under the terms of an escrow agreement in a form mutually agreeable to Buyer and the form attached hereto as Exhibit A Sellers (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars . ($90,241b) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on The parties hereto acknowledge and agree that the Escrow Amount shall be for used to satisfy any right the benefit of Seller. In the event Buyer makes may have to receive (A) an indemnification payment as provided in Section 11 and (B) a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”payment pursuant to Sections 2.1(c)(i), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreementif any. On the date which is six two (62) months after years from the Closing Date (as defined in Section 1.06 hereofsuch date, the “Expiration Date”), fifty percent (50%) all amounts remaining as part of the Escrow Amount, if any, shall be released and transferred to the Sellers, and all rights of the Buyer with respect to such distributed portion of the Escrow Amount shall terminate. Notwithstanding any of the foregoing, if on the Expiration Date there exists any unresolved claims by the Buyer hereunder, then remaining in escrow under a portion of the Escrow Agreement and not then subject Amount in an amount which the Buyer acting in good faith determines to an outstanding Indemnification Claim be sufficient for the payment of all such unresolved claims shall be paid retained by the Escrow Agent to Sellerholding such applicable portion until full and final resolution thereof. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, Cash Earn Out Consideration and the Escrow Agent Amount shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, be treated as deferred Cash Purchase Price for all as more particularly provided in the Escrow AgreementTax purposes.

Escrow Amount. At (a) Concurrently with the Closingexecution and delivery hereof, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) is depositing with the Escrow AgentAgent three hundred and fifty thousand dollars ($350,000) in cash. The cash so deposited, which together with any interest earned thereon, shall hereinafter be held by referred to as the "Escrow Amount." The Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on hereby agrees to hold and dispose of the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and parties hereto in respect accordance with the terms of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the this Escrow Agreement. On the date which is six The Escrow Agent hereby acknowledges receipt of (6i) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under and (ii) an executed copy of the Purchase Agreement. (b) The Escrow Agent shall invest the Escrow Agreement Amount, including any earnings therefrom, as instructed in writing by Buyer and not then subject to an outstanding Indemnification Claim shall be the Sellers' Representative, only in (i) certificates of deposit insured by the FDIC or secured by government obligations and bearing the highest rate of interest paid by the Escrow Agent on such certificates of deposit, or (ii) U.S. Treasury securities, in each case having maturities of no more than ninety (90) days, or (iii) a money market fund in which the Escrow Agent, its parent, affiliates or subsidiaries provides investment advisory or other management services, or (iv) in any other fund or other investment vehicle that the Sellers' Representative and Buyer shall, in writing, mutually agree. If no direction is given to Sellerthe Escrow Agent, funds will be invested pursuant to Schedule B hereto. The Any withdrawals against the Escrow Amount for the benefit of a Buyer Indemnified Party pursuant to the terms of this Escrow Agreement shall expire upon be postponed, if necessary, until the maturity of such certificates of deposit or other instruments to maximize the income from such certificates and to avoid any early termination of penalties with respect thereto. Any earnings on the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter principal amount deposited with the Escrow Agent shall pay be taxable to the portion, if any, Sellers in the proportion set forth in the attached Schedule A and shall be retained in the accounts established by this Agreement until release of the then remaining Escrow Amount not in dispute to Seller; principal amount on which it is earned, provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue first apply all amounts so received to hold in escrow satisfy the portion claims of any Buyer Indemnified Party, and then to the payment of half of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in fees incurred by the Escrow AgreementAgent hereunder.

Escrow Amount. (a) At the Acquisition Closing, Seller and the Buyer shall enter into deposit with Citibank N.A. (the “Escrow Agent”), by wire transfer of immediately available funds, an amount equal to the Escrow Amount, such amount plus all accumulated earnings thereon to constitute the Escrow Fund to be governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit A I (the “Escrow Agreement”), among the Buyer, the Escrow Agent and the Representative. (b) The Escrow Fund shall be used to satisfy any amounts owed to the Buyer pursuant to which Seller this Agreement, if any, and any indemnification amounts owed hereunder. The Buyer and the Representative shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall timely provide any joint written instructions contemplated by this Section 4.5 or Article 11 so that distributions can be held made by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under within the time period required by this Section 15 hereof. All interest accruing on 4.5 or Article 11. (c) The portion of the Escrow Amount shall be for Fund that is not used to satisfy any other amounts owing to the benefit of Seller. In Buyer pursuant to this Agreement, including indemnification amounts, or not subject to any claims hereunder (such portion, the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification ClaimEscrow Fund Release Amount”), and Seller does not dispute such Indemnification Claim, or is determined shall be released pursuant to joint written instructions to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then provided to the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in by the Escrow Agreement. On Buyer and the Representative on the date which that is six one (61) months Business Day after the Closing Date date that is two (as defined in Section 1.06 hereof), fifty percent (50%2) years after the date of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to SellerAcquisition Closing; provided, however, that if prior there are any indemnification claims hereunder that are properly pending on the date that is two (2) years after the date of the Acquisition Closing, such portion of the Escrow Fund corresponding to the expiration amounts subject to such claims shall not be released until the applicable claims are finally resolved and satisfied. Any Escrow Funds released by the Escrow Agent to the benefit of the Survival PeriodSellers shall be released to the Representative, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account for the benefit of any such claimand distribution to the Sellers in accordance with their Pro Rata Share. Upon the final release of all of the Escrow Fund, the term of the Escrow Agreement shall terminate. (d) The Escrow Fund shall be extendedheld as a trust fund and shall not be subject to any Encumbrance, and shall be held and disbursed solely for the Escrow Agent shall continue to hold purposes and in escrow accordance with the portion terms of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in this Agreement and the Escrow Agreement.

Escrow Amount. At As additional security for the Closingindemnification provisions as set forth under Article VII hereof, Seller ten percent (10%) of the shares of Parent Shares to be distributed under Section 1.6(a) ("Indemnity Escrow Shares") shall be held in escrow with Greater Bay Trust Company (the "Escrow Agent") as collateral for the indemnification obligations of the Company pursuant to this Agreement and Buyer shall enter into the provisions of an escrow agreement ("Escrow Agreement") in the form attached hereto as Exhibit A 1.9. The Indemnity Escrow Shares shall be returned to the holders, less any amounts to cover claims, upon the first anniversary of the Closing Date ("Indemnity Escrow Period"), provided, however, that ten percent (10%) of the shares of Parent Shares to be owned by Andy ▇▇▇▇▇ ▇▇▇ Caro▇ ▇▇▇▇▇ (▇▇e "Seidls") as their portion of the Merger Consideration (the “Escrow "Seid▇ ▇▇▇row Shares") shall be held in escrow for a period of two (2) years from the Closing Date as collateral for (i) the indemnification obligations as set forth in Sections 7.1 and 7.3 hereunder and (ii) the obligation of Andy ▇▇▇▇▇ ▇▇▇er his Employment Agreement (the execution of which is a condition to Closing under Section 5.2(f) below) not to terminate his employment with Parent voluntarily and without cause, and not to have been terminated with cause, during the two-year employment term set forth in the Employment Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with provisions of the Escrow Agent, which Agreement. The Seid▇ ▇▇▇row Shares shall be held by withheld from the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit shares of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined Parent Shares to be liable for delivered at the Closing and in respect at the expiration of such Indemnification Claim by a court of competent jurisdictionthe Indemnity Escrow Period, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement, and shall be returned to the Seidls upon the second anniversary of the Closing, less any amounts to cover claims, provided that Andy ▇▇▇▇▇ ▇▇▇ remained continuously employed with Parent through such date. On In the date which event that Andy ▇▇▇▇▇'▇ ▇▇▇loyment terminates prior to such second anniversary, and such termination is six not due to (6i) months termination by Parent without cause, or (ii) the death or long-term disability of Andy ▇▇▇▇▇, ▇▇e Seidls will forfeit all the Seid▇ ▇▇▇row Shares and such Seid▇ ▇▇▇row Shares shall revert to Parent. Notwithstanding anything to the contrary contained herein, in the event that all holders have not executed either (i) the Escrow Agreement or (ii) a power of attorney naming one or more of the Primary Shareholders (as that term is defined in Section 5.2(h) below) as their attorney in fact to act on their behalf under the Escrow Agreement, within thirty (30) days after the Closing Date Date, as additional security, the Seidls will return to Parent to have placed in the escrow the number of Parent Shares associated with such holder(s) (as defined in Section 1.06 hereofthe "Additional Seid▇ ▇▇▇emnity Shares"), fifty percent . Such Additional Seid▇ ▇▇▇emnity Shares will be released (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to any claims) at the expiration of the Survival Indemnity Escrow Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At Notwithstanding anything to the Closingcontrary contained in this Agreement, Seller (i) an amount in cash equal to the Adjustment Escrow Amount shall not be paid to the Company Securityholders at the Effective Time, but shall instead be withheld in accordance with each Company Securityholder’s Closing Pro Rata Share of the Adjustment Escrow Amount and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A deposited with PNC Bank, National Association (the “Escrow AgreementAgent”)) and (ii) an amount in cash (such amount, pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241the “Indemnity Escrow Cash”) and shares of Acquirer Common Stock (the “Indemnity Escrow AmountShares”) with an aggregate value equal to the Indemnity Escrow Amount (with such shares of Acquirer Common Stock valued at the Closing Acquirer Stock Price) shall not be paid to the Company Securityholders at the Effective Time, but shall instead be withheld in accordance with each Company Securityholder’s Closing Pro Rata Share of the Indemnity Escrow Amount (with each Company Securityholder contributing a pro rata amount of cash and shares of Acquirer Common Stock (valued at the Closing Acquirer Stock Price) in proportion to the cash and Acquirer Common Stock payable to such Company Securityholder pursuant to Sections 1.3(a)(i)(A), 1.3(a)(ii)(A), 1.3(a)(iii)(A), 1.3(a)(iv)(A) and 1.3(a)(v)(A) prior to giving effect to this Sections 1.3(a)(v) and 1.3(c)) and deposited with the Escrow Agent. The Adjustment Escrow Funds and Indemnity Escrow Funds will be held in segregated accounts (collectively, which the “Escrow Account”) and shall be held governed by and shall be subject to the terms of this Agreement and the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofAgreement. All interest accruing on the The Adjustment Escrow Amount Funds and Indemnity Escrow Funds shall be available for the benefit of Seller. In Acquirer to satisfy any adjustment made in Acquirer’s favor pursuant to Section 1.6 and the event Buyer makes a written claim or demand for Indemnity Escrow Funds shall also be available to satisfy any indemnification under Section 15 hereof (an “Indemnification Claim”)claims made by the Acquirer Indemnified Parties pursuant to Article VIII, in each case, in accordance with and subject to the terms of this Agreement, and Seller does not dispute such Indemnification Claimshall be distributed in accordance with this Agreement. The adoption of this Agreement and the approval of the Transactions by the Company Stockholders shall constitute, or is determined to be liable for among other things, approval of the Escrow Funds and in respect the withholding of such Indemnification Claim by a court of competent jurisdiction, then and the deposit with the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in of the Escrow Agreement. On the date which is six (6) months after the applicable Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) Pro Rata Share of the Escrow Amount then remaining in escrow under from each Company Securityholder by Acquirer. No portion of the Escrow Agreement Funds (or any beneficial interest therein) may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Company Securityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Company Securityholder, in each case, prior to the distribution of such portion of the Escrow Funds to such Company Securityholder in accordance with Section 1.6 or Article VIII, as applicable, if any. The Company Securityholders shall have no right to vote the Indemnity Escrow Shares, and any dividends paid in respect of the Indemnity Escrow Shares shall be added to the Indemnity Escrow Funds (and not then subject paid directly to an outstanding Indemnification Claim the Company Securityholders at the time of payment of such dividend but shall instead be paid by deposited in the Escrow Agent to SellerAccount and released in accordance with the Escrow Agreement). The Escrow Agreement shall expire upon parties hereto agree that, for Tax purposes only, Acquirer is the termination owner of the Survival Period (as defined in Section 15.01 hereof), Escrow Funds and immediately thereafter the Escrow Agent shall pay the portionthat all interest on or other taxable income, if any, earned from the investment of the then remaining Escrow Amount not cash in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Funds pursuant to this Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all treated for Tax purposes as more particularly provided in the Escrow Agreementearned by Acquirer.

Escrow Amount. At (a) As a mechanism to satisfy the Closingindemnification obligations of the Chairman Parties under Section 1, Seller and Buyer the Chairman Parties agree that at or as soon as practicable after the Chairman Parties receive the payment in respect of their Shares and/or Company Share Awards under the Merger Agreement, the Chairman Parties shall enter into deposit an amount equal to US$40,000,000 (such amount, the “Escrow Amount”) or otherwise cause the Escrow Amount to be deposited with Citibank, N.A., Hong Kong Branch as escrow agent (the “Escrow Agent”), which shall be held by the Escrow Agent pursuant to an escrow agreement to be entered into on the Closing Date by and among Parent, the Chairman Parties and the Escrow Agent substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”), . Parent may direct that the Escrow Amount be funded by directly deducting from the proceeds received or receivable by any Chairman Party pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with transactions contemplated by the Merger Agreement and be placed in the Escrow Agent, which shall be held by Account and each Chairman Party irrevocably authorizes the Escrow Agent in a segregated account as security for Seller’s foregoing. The Chairman Parties further agree that their indemnification obligations under Section 15 hereof. All interest accruing on 1 shall be satisfied first from the Escrow Amount, and to the extent the Escrow Amount is insufficient to fully satisfy such indemnification obligations, the Chairman Parties agree that they shall be jointly and severally liable to indemnify Parent for any and all Losses that are not recoverable from the benefit of SellerEscrow Amount (all such Losses, up to the Indemnification Cap, the “Excess Amount”). In the event Buyer makes the Chairman Parties fail to pay the entire Excess Amount to Parent (or as directed by Parent to the Company) within five (5) Business Days following written demand by Parent, (i) Parent shall be entitled to satisfy the Chairman Parties’ obligation to pay the Excess Amount, in addition to any other legal remedies available to it by: (i) setting-off any dividends or distributions otherwise payable to the Chairman Parties in respect of their ownership interest in Holdco, as the case may be, from time to time, against any unpaid Excess Amount; and/or (ii) at the election of the Sponsors, either the Sponsors (on a written claim pro rata basis in accordance with the Sponsors’ relative equity investments in Holdco) or demand Holdco shall be entitled to satisfy the Chairman Parties’ obligation to pay the Excess Amount by purchasing one or more Chairman Parties’ equity interests in Holdco, at a price per share equal to 50% of the per share value of shares of Holdco on the Closing Date (which per share value shall, for indemnification under Section 15 hereof the avoidance of doubt, equal the amount obtained by dividing the aggregate equity contribution to Holdco on the Closing Date (an “Indemnification Claim”including the amount of cash contributed by affiliates of the Sponsors and the value of the Rollover Securities of the Chairman Parties and Fosun International Limited determined by reference to the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable) by the number of ordinary shares of Holdco issued on the Closing Date), and Seller does not dispute such Indemnification Claimsetting-off the purchase price otherwise payable by the Sponsors or Holdco, or is determined to be liable for and as applicable, in respect of such Indemnification Claim by a court of competent jurisdictionHoldco shares against any unpaid Excess Amount, then with representations from the Escrow Agent promptly thereafter shall pay applicable Chairman Parties as to its or their title to, and its or their ability to transfer, such Indemnification Claim equity interests in full to Buyer, all as more particularly provided Holdco (the additional remedies set forth in the Escrow Agreement. On the date which is six clauses (6i) months after the Closing Date and (as defined in Section 1.06 hereof), fifty percent (50%ii) of the Escrow Amount then remaining in escrow under the Escrow Agreement are not mutually exclusive and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent available at any time an Excess Amount is owed to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereofParent and from time to time), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior the Chairman Parties whose equity interests in Holdco was purchased by the Sponsors or Holdco, as applicable, pursuant to the expiration foregoing clause (ii) shall have the right to repurchase such equity interests within six (6) months of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account closing date of any such claimpurchase for the same price per share that was deemed to have been paid by the Sponsors or Holdco, as applicable, plus interest through the closing date of any such repurchase at 10% per annum. In furtherance of the foregoing, Holdco shall make the necessary changes in its register of members to reflect any transfer of the equity interests of one or more Chairman Parties in Holdco pursuant to this Section 2. (b) Subject to Section 7(a), on the fifth (5th) anniversary of the Closing Date (such date, the term of the Escrow Agreement shall be extended“Expiration Date”), and the Escrow Agent shall continue release any Escrow Amount, if any, remaining after application of Section 1 and this Section 2, to hold the Chairman Parties as instructed by the Parties in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in accordance with the Escrow Agreement.

Escrow Amount. At On the Closing, Seller Closing Date and Buyer shall enter into an escrow agreement in connection with paying the form attached hereto as Exhibit A (Merger Consideration to the “Escrow Agreement”), Stockholders in exchange for their shares of Company Capital Stock pursuant to which Seller this Section 3.01, Sunrise shall deposit Ninety Thousand Two Hundred Forty-One Dollars in escrow an amount equal to the sum of ($90,241x) the Medicare Cap Liability Escrow Amount plus (y) the Indemnity Escrow Amount (the “Escrow Amount”) with United Bank (the “Escrow Agent”) to be held and disbursed as contemplated in Article 10 and pursuant to the terms and conditions of an Escrow Agreement to be entered into among the parties at Closing in the form attached hereto as Exhibit B (the “Escrow Agreement”). Any amounts that are not to be disbursed to the Sunrise Indemnified Parties pursuant to the terms of the Escrow Agent, which Agreement and Article 10 hereunder shall be held by distributed to the Principal Stockholders’ Representative pursuant to the terms and conditions of the Escrow Agent Agreement and Article 10 in a segregated account as security exchange for Seller’s the representations, warranties, covenants and agreements of the Principal Stockholders contained in this Agreement, including the indemnification obligations under Section 15 hereofArticle 10. All interest accruing on the The Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)held in escrow and, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in Article 10, shall be available to pay the Escrow Agreement. On Sunrise Indemnified Parties and shall be distributed pursuant to the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) terms and conditions of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject the terms and conditions of this Section 3.01(b) and Article 10 to an outstanding Indemnification Claim shall be paid by the Escrow Agent to SellerPrincipal Stockholders’ Representative. The Escrow Agreement Amount shall expire upon the termination of the Survival Period (as defined be reduced from time to time in Section 15.01 hereof)accordance with Article 10, and immediately thereafter shall be increased from time to time by the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account amount of any interest, dividends, earnings and other income on such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementamount.

Escrow Amount. At the Closing, Seller and Buyer shall enter into deposit Fifteen Million Dollars ($15,000,000) of the Cash Purchase Price with Amegy Bank N.A., as escrow agent (the “Escrow Agent”), by wire transfer of immediately available funds (the “Escrow Deposit”). The Escrow Deposit, together with all earnings thereon (collectively, the “Escrow Funds”), shall be held (a) to be paid to Buyer for any decrease in the Base Purchase Price due to the Post-Closing Adjustments under Sections 2.4 or 9.3; (b) to be paid to Buyer for indemnifiable Taxes under Section 9.2(a; and (c) to be paid to a Buyer Indemnified Party for any timely-made claim where such Person is entitled to indemnification under Article X. The Escrow Funds will be held, invested and disbursed as specified in an escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant . The amounts remaining as Escrow Funds will be paid to which the Seller shall deposit Ninety Thousand Two Hundred Forty-One Representative on behalf of Sellers as follows: (a) Five Million Dollars ($90,2415,000,000) (less the “Escrow Buyer Final Closing Adjustment Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, on the sixth (6th) month anniversary of the then remaining Escrow Amount not in dispute Closing; (b) Seven Million Five Hundred Thousand Dollars ($7,500,000) after delivery of the last Vessel listed on Section 4.9(a) of the Companies’ Disclosure Schedule as being under construction; and (c) the remainder on the earlier to Selleroccur of the public announcement of Buyer’s audited year end results for the calendar year ending December 31, 2009 or April 30, 2010 (the “Release Date”); provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution such payments shall be less any amounts deducted or paid out of such Indemnification Claim Escrow Funds pursuant to this Article II, and subject to withholding for any pending claims against Sellers under Section 9.2(a) or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementArticle X hereof.

Escrow Amount. At the (a) On Closing, Seller and Buyer the Purchaser shall enter into an escrow agreement deliver the Escrow Amount in immediately available funds to the Escrow Agent by wire transfer to the account in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) Philippines opened and maintained with the Escrow Agent, which . The Sellers and the Purchaser shall instruct the Escrow Agent to invest the Escrow Amount in an interest bearing account. The Escrow Amount shall be held administered by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereofaccordance with the provisions of this clause 3.5 and the terms of the Escrow Agreement. All interest accruing Purchaser and Sellers agree that Escrow Account will be maintained in US Dollars and payments to Sellers from the Escrow Account will be in the Peso Equivalent of any undisputed amount to be released from the Escrow Account. (b) Within 2 Business Days from the date on which SMC and Purchaser agree on the draft audited Closing Accounts in accordance with clause 5, the Escrow Agent shall, upon the joint written instructions from SMC and Purchaser, release the Escrow Amount shall be for the benefit of Seller. In as follows: (i) in the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or it is determined to from the draft audited Closing Accounts that no Price Adjustment should be liable for and made or that a Seller Price Adjustment should be made in respect of such Indemnification Claim by a court of competent jurisdictionaccordance with clause 5.12, then the Escrow Agent promptly thereafter Amount, together with any interest accruing thereon, less any Tarlac Adjustment, together with any interest accruing thereon, shall pay such Indemnification Claim in full be released to Buyer, all as more particularly provided the Seller in the Peso Equivalent of such amount. Any Tarlac Adjustment, together with any interest accruing thereon, shall be released to the Purchaser; or (ii) in the event it is determined from the draft audited Closing Accounts that a Purchaser Price Adjustment should be made, then such portion of the Purchaser Price Adjustment that is not in dispute, together with any interest accruing thereon, and any Tarlac Adjustment, together with any interest accruing thereon, shall be released to the Purchaser from the Escrow Amount. The balance of the Escrow Amount, together with any interest accruing thereon shall be released to the Sellers in its Peso Equivalent. Any amounts in dispute shall remain in escrow with the Escrow Agent who shall hold the same in escrow pending resolution of that dispute in accordance with this Agreement. On . (c) Not later than 5 Business Days from resolution of any amount in dispute, the date which is six applicable undisputed amount, together with any interest accruing thereon, must be released to: (6i) months after the Closing Date Sellers in Peso Equivalent, if the dispute was resolved in favour of the Sellers; (ii) the Purchaser, if the dispute was resolved in favour of the Purchaser. (d) The maximum amount that the Purchaser may claim against the Sellers as defined a Purchaser Price Adjustment and a Tarlac Adjustment shall be the Peso Equivalent of US$100,000,000. (e) Both Parties agree to discuss in Section 1.06 hereof)good faith and settle any amount in dispute within the Escrow Period. (f) The Parties shall issue joint instructions to the Escrow Agent directing the release to the Sellers, fifty percent or in the case of clause 3.5(f) (50%i) to Purchaser and Sellers, of the Escrow Amount then remaining in escrow under such amounts stated below in the event that the Purchaser’s Accountants do not issue the draft audited Closing Accounts to the Sellers and Purchaser: (i) within 180 days from Closing (“First Release Date”), 20% of the Escrow Agreement and not Amount (“First Release Amount”), together with any interest accruing thereon; provided that, in the event that the Tarlac Sugar Contracts are recorded in the relevant Group Company’s books as of the First Release Date, then subject to an outstanding Indemnification Claim the full carrying value of the Tarlac Sugar Contracts, together with any interest accruing thereon, shall be paid deducted from First Release Amount and released to the Purchaser on the First Release Date; (ii) and thereafter until 30 days following the First Release Date, 10% of the Escrow Amount, together with any interest accruing thereon; (iii) and thereafter until 60 days following the First Release Date, 10% of the Escrow Amount, together with any interest accruing thereon; (iv) and thereafter until 90 days following the First Release Date, 10% of the Escrow Amount, together with any interest accruing thereon; (v) and thereafter until 120 days following the First Release Date, 25% of the Escrow Amount, together with any interest accruing thereon; (vi) and thereafter until 150 days following the First Release Date, 25% of the Escrow Amount, together with any interest accruing thereon. If at any time during the period contemplated by this clause 3.5(f), the Purchaser’s Accountants issue the draft audited Closing Accounts to the Purchaser and the Sellers, the procedure described for the release of funds from the Escrow Account under this clause 3.5(f) shall terminate and the procedure described in clause 3.5(b) shall be followed with respect to the release of the remaining amounts in the Escrow Account. (g) In the event that the carrying value of the Tarlac Sugar Contracts is reduced to zero in the books of the relevant Group Company prior to 180 days after Closing, the Parties shall issue joint instructions to the Escrow Agent to Seller. The Escrow Agreement shall expire upon directing the termination release of the Survival Period (as defined in Section 15.01 hereof)Tarlac Adjustment, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior together with any interest accruing thereon to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementSellers.

Escrow Amount. At (A) Subject to the Closingterms of the Founder Consideration Holdback Agreement, Seller Parent shall deduct and Buyer retain from the amount of Merger Consideration, Option Consideration and consideration due to Company Warrants, otherwise payable to Stockholders and holders of Company Options and Company Warrants, such holder’s Pro Rata Portion of the Escrow Amount and Parent shall enter into transfer the Escrow Amount to the Escrow Agent to hold in trust as an escrow agreement in the form attached hereto as Exhibit A fund (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow AmountFund”) with under the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit terms of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), this Agreement and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), Such deduction will be made fifty percent (50%) in cash (the “Cash Escrow Amount,” and the account of the Escrow Fund that holds the Cash Escrow Amount then remaining and any earnings thereon, the “Cash Escrow Account”) and fifty percent (50%) in escrow under shares of Parent Class A Common Stock (valued at the Parent Trading Price) (such shares, the “Escrow Shares,” and the account of the Escrow Agreement and not then subject to an outstanding Indemnification Claim Fund that holds the Escrow Shares, the “Stock Escrow Account”), in accordance with Section 2.3(b)(ii)(D) below, provided, that if a Cash-out Election has been made, such allocation shall be paid by equitably adjusted pursuant to the terms of Section 1.3(e). (B) Within five (5) Business Days following the Escrow Release Date, Parent and the Stockholder Representative shall deliver joint written instruction to the Escrow Agent to Seller. The pay an amount in cash and stock equal to (x) the Escrow Agreement shall expire upon Amount less (y) the termination of Retention Amount (together with the Survival Period (as defined in Section 15.01 hereofFinal Distribution Amount, the “Distribution Amount”), to be distributed to the Indemnifying Parties. (C) Within five (5) Business Days following the final resolution of all pending and immediately thereafter unsatisfied or unresolved indemnification claims, Parent and the Stockholder Representative shall deliver joint written instruction to the Escrow Agent shall to pay the portionDistribution Amount which shall be distributed to the Indemnifying Parties as follows: Escrow Agent will deposit with the Payment Agent an amount in cash and stock necessary to pay to each Stockholders and holders of Company Options and Company Warrants, such holder’s Pro Rata Portion of the Distribution Amount. (D) At the Effective Time, the certificates (or book-entry shares) for the Escrow Shares that would otherwise be issued to the Stockholders and holders of Company Warrants shall be provided by Parent to the Escrow Agent to be retained by Escrow Agent and to be held and distributed subject to the provisions of this Agreement and the Escrow Agreement. Such Escrow Shares shall be shown as issued and outstanding on Parent’s financial statements, shall be legally outstanding under applicable state Law as of the Effective Time, and shall be held pursuant to this Section 2.3(b)(ii) as partial security for the indemnification obligations of the Stockholders pursuant to Article IX. Each Stockholder and holder of Company Warrants will have all rights with respect to the Escrow Shares attributable to ownership of such Escrow Shares (including, without limitation, the right to vote such shares (which right shall be exercisable on behalf of the Stockholders and the holders of Company Warrants by the Stockholder Representative as their authorized agent) and the right to be paid dividends with respect such shares (other than non-taxable stock dividends, which shall remain in and become part of the Escrow Shares)), except (i) the right of possession thereof and (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of or encumber such shares or any interest therein; provided that with respect to any Escrow Shares deposited in the Stock Escrow Account in respect of Company Options, Parent shall retain all rights attributable to ownership of such Escrow Shares (except (i) the right of possession thereof and (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of or encumber such shares or any interest therein) unless and until such Escrow Shares are released to the holders of Company Options, provided that Parent shall have no obligation to facilitate the exercise of any of the foregoing rights with respect to the Escrow Shares. (E) The parties hereto agree that Parent is the owner of the Cash Escrow Account for tax purposes and that all interest on or other taxable income, if any, earned from the investment of such cash in the then remaining Cash Escrow Amount not in dispute Account pursuant to Sellerthis Agreement shall be treated for tax purposes as earned by Parent; provided, however, that if prior in order to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim allow Parent to pay any taxes on any interest or commenced litigation or any other proceeding income from investment earned on account of any such claim, the term of the Escrow Agreement shall be extendedFund, and the Escrow Agent shall continue is hereby authorized and directed to hold distribute to Parent (i) within thirty (30) days of the end of each quarter and (ii) upon any final release of the funds held in escrow the Escrow Fund, an amount equal to twenty-six percent (26%) of all the interest or other income from investment earned on the Escrow Fund during such quarter (for purposes of clause (i)) or during the portion of the then Escrow Amount in dispute, in each case until year ending on the final resolution date of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided release of the funds held in the Escrow AgreementFund (for purposes of clause (ii)), as applicable. The parties intend that the rights of the Stockholders and the holders of Company Warrants to the Cash Escrow Account in respect of their Company Capital Stock and Company Warrants qualify for installment sale reporting under Section 453 of the Code (and any corresponding provision of foreign, state or local Law, as appropriate). (F) The parties hereto intend that (i) with respect to the Escrow Shares deposited in the Stock Escrow Account in respect of Company Capital Stock or Company Warrants, the Stockholders and the holders of Company Warrants shall be treated as receiving such Escrow Shares on the Closing Date for tax purposes, and no interest shall be imputed on any such Escrow Shares released to the Stockholders and holders of Company Warrants from the Stock Escrow Account, and (ii) with respect to the Escrow Shares deposited in the Stock Escrow Account in respect of Company Options, the holders of Company Options shall not be treated as receiving such Escrow Shares for tax purposes unless and until such Escrow Shares are released to the holders of Company Options from the Stock Escrow Account.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241a) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after month anniversary of the Closing Date (as defined in Section 1.06 hereofthe “First Escrow Release Date”), fifty twenty percent (5020%) of the Escrow Amount then remaining in escrow less any amount necessary to satisfy all unresolved, unsatisfied or disputed claims, if any, for Damages arising under this Article IX and for which a Claim Notice has been delivered by a Buyer Indemnified Person pursuant to Section 8.5 above prior to the First Escrow Agreement and not then subject to an outstanding Indemnification Claim Release Date, shall be paid released from escrow and distributed by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination Sellers (according to their respective Pro Rata Share of any such remaining amounts) in accordance with the terms and conditions of the Survival Period Escrow Agreement. (as defined in Section 15.01 hereofb) On the twelve (12) month anniversary of the Closing Date (the “Second Escrow Release Date”), and immediately thereafter thirty percent (30%) of the Escrow Agent shall pay the portionAmount less any amount necessary to satisfy all unresolved, unsatisfied or disputed claims, if any, for Damages arising under this Article IX and for which a Claim Notice has been delivered by a Buyer Indemnified Person pursuant to Section 8.5 above prior to the Second Escrow Release Date, shall be released from escrow and distributed by the Escrow Agent to the Sellers (according to their respective Pro Rata Share of any such remaining amounts) in accordance with the terms and conditions of the then remaining Escrow Agreement. (c) On the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”), the remainder of the Escrow Amount not less any amount necessary to satisfy all unresolved, unsatisfied or disputed claims, if any, for Damages arising under this Article IX and for which a Claim Notice has been delivered by a Buyer Indemnified Person pursuant to Section 8.5 above prior to the Final Escrow Release Date, shall be released from escrow and distributed by the Escrow Agent to the Sellers (according to their respective Pro Rata Share of any such remaining amounts) in dispute accordance with the terms and conditions of the Escrow Agreement. From time to Sellertime thereafter, as further amounts of the Escrow Amount become no longer subject to retention pursuant to the Escrow Agreement, such amounts shall be released from escrow and distributed by the Escrow Agent to the Sellers (according to their respective Pro Rata Share of any such remaining amounts) in accordance with the terms and conditions of the Escrow Agreement. (d) The parties agree that the Escrow Amount shall serve as security for any payment obligations of the Sellers under Section 2.5, and Section 2.7 and the indemnification obligations of the Sellers under this Article IX, and any payment due to Buyer under Section 2.5, or Section 2.7 or any indemnity payment due to Buyer under this Article IX shall first be paid to Buyer by the Escrow Agent (on behalf of the Sellers) out of the Escrow Amount, to the extent available, in accordance with the terms of the Escrow Agreement; provided, however, that if prior to the expiration extent that the amounts which become due and payable to any Buyer Indemnified Person under this Article IX exceed the Escrow Amount then available to pay such amounts, then the Sellers shall be directly liable for the payment of such excess amounts subject to the Survival Periodlimitations set forth in Section 9.5 of this Master Purchase Agreement. The Buyer Indemnified Persons are authorized to recover from the Escrow Amount the entire amount of, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of portion of, any such claimclaim against any Seller, without regard to the term amount of the Escrow Agreement shall Amount contributed or deemed to be extended, and contributed by such Seller. Neither the giving of notice of a claim under the Escrow Agent shall continue Agreement nor the failure to hold give such notice will constitute an election of remedies or limit any Buyer Indemnified Person in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided any manner in the Escrow Agreementenforcement of any other remedies that may be available to it.

Escrow Amount. At the Closing, Seller and Buyer shall enter into The parties agree that Parent will deposit Fifteen Million Dollars ($15,000,000) in an escrow agreement account (the “Indemnity Escrow Account”) for a period of eighteen (18) months (the “Escrow Period”) to secure the due performance and payment of the indemnification obligations pursuant to Article 10 hereof (other than Section 10.02(a)(v)), Five Hundred Thousand Dollars ($500,000) in an escrow account (the “TMG Escrow Account”) for the Escrow Period to secure the due performance and payment of the indemnification obligations pursuant to Section 10.02(a)(v), and Five Hundred Thousand Dollars ($500,000) (together with the amount deposited in the Indemnity Escrow Account and the TMG Escrow Account, the “Escrowed Amount”) in an escrow account (the “Expense Escrow Account”) to cover the costs and expenses incurred by the Stockholder Representative in its capacity as such. The parties agree that JPMorgan Chase Bank, N.A. shall serve as escrow agent (the “Escrow Agent”) in connection with the Escrow Accounts. The Escrowed Amount, plus or minus any gains or losses from investments thereon shall be paid in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Exhibit A D (with such changes, if any, as the Escrow Agent may reasonably request, the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement will provide that (i) the Stockholder Representative will be reimbursed upon payment of any reasonable costs or expenses incurred in carrying out its duties under this Agreement or the Escrow Agreement from the Expense Escrow Account and any unpaid amount shall expire be released from the Expense Escrow Account and paid to stockholders promptly upon the termination instruction of the Survival Period (as defined in Section 15.01 hereof)Stockholder Representative, and immediately thereafter (ii) all other amounts in escrow not otherwise subject to a claim for indemnification shall be released from the Indemnity Escrow Agent shall pay Account and paid to the portion, if any, stockholders of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to Company at the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold Period in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in accordance with the Escrow Agreement.

Escrow Amount. At the ClosingThe Escrow Agreement will provide, Seller and Buyer shall enter into an escrow agreement among other things, that: 2.4.1 The Escrow Amount will be held in the form attached hereto as Exhibit A Escrow Account until the earlier to occur of the entry of a final order of the Bankruptcy Court in the Avoidance Action or in another Bankruptcy Court proceeding, determining that: (a) some or all of the “Escrow Agreement”), fees and costs incurred by GasRock in connection with the Avoidance Action are obligations payable by Borrower pursuant to the GasRock Credit Agreement, in which Seller case the escrow agent shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (deliver to GasRock that portion of the “Escrow Amount as provided for in such order, and shall deliver the remainder of the Escrow Amount”, if any, to Borrower (if the Sale to Lender has closed as of such date) or Lender (if the Sale to Lender has not closed as of such date); (b) that the fees and costs incurred by GasRock in connection with the Avoidance Action are not obligations payable by Borrower pursuant to the GasRock Credit Agreement, in which case the escrow agent shall deliver the Escrow AgentAmount to Borrower (if the Sale to Lender has closed as of such date) or Lender (if the Sale to Lender has not closed as of such date); and (c) the parties have fully settled and resolved GasRock's claim with respect to the fees and costs incurred by GasRock in connection with the Avoidance Action, in which case the escrow agent shall be held deliver to GasRock that portion of the Escrow Amount to GasRock as provided for in such settlement as approved, if necessary, by the Bankruptcy Court, and shall deliver the remainder of the Escrow Agent in a segregated account Amount, if any, to Borrower (if the Sale to Lender has closed as security for Seller’s indemnification obligations under Section 15 hereof. of such date) or Lender (if the Sale to Lender has not closed as of such date); 2.4.2 All interest accruing earned on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), payable to Lender; 2.4.3 All fees and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid costs charged by the Escrow Agent to Seller. escrow agent will be shared equally by Borrower and GasRock; and 2.4.4 The Escrow Agreement shall expire upon the termination contain such other terms and provisions as are customary and standard for transactions of the Survival Period (as defined in Section 15.01 hereof)this nature, type and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementsize.

Escrow Amount. (a) At the Closing, Seller and Buyer shall enter into a portion of the Estimated Purchase Price in an escrow agreement in amount equal to the form attached hereto as Exhibit A (the “Adjustment Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which Amount shall be held by deposited with the Escrow Agent in accordance with the Escrow Agreement and such amount, as adjusted from time to time, together with any interest or other income earned thereon, shall be referred to as the “Adjustment Escrow Fund”. Neither the Seller nor any other Person shall have any liability for any amounts due to Purchaser pursuant to Section 1.3 in excess of the Adjustment Escrow Amount, and Purchaser’s sole source of recourse and recovery for such amounts due shall be the funds available in the Adjustment Escrow Fund. The Adjustment Escrow Funds may be distributed to Purchaser and/or Seller solely and exclusively in accordance with Section 1.3(e) and the terms of the Escrow Agreement and shall not be available for any other payment to Purchaser or any of its Affiliates. (b) At the Closing, a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on portion of the Estimated Purchase Price in an amount equal to the Indemnity Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then deposited with the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under accordance with the Escrow Agreement and not then subject such amount, as adjusted from time to an outstanding Indemnification Claim time, together with any interest or other income earned thereon, shall be paid by referred to as the “Indemnity Escrow Agent Fund”. Neither Seller nor any other Person shall have any liability for any amounts due to SellerPurchaser pursuant to Article VIII in excess of the Indemnity Escrow Amount, and Purchaser’s sole source of recourse and recovery for such amounts due shall be the funds available in the Indemnity Escrow Fund. The Indemnity Escrow Agreement shall expire upon Funds may be distributed to Purchaser and/or Seller solely and exclusively in accordance with Article VIII and the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement and shall not be extended, and the Escrow Agent shall continue available for any other payment to hold in escrow the portion Purchaser or any of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementits Affiliates.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A C (the “"Escrow Agreement”"), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Million and 00/100 Dollars ($90,2411,000,000.00) (the “"Escrow Amount”") with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s 's indemnification obligations under Section 15 Sections 8.10, 16 and 17 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 8.10, 16 and/or Section 17 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 16.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At (a) For purposes of payment of the ClosingSecurityholders’ obligations pursuant to Article 10, Seller and the Buyer shall enter into retain and hold from the Purchase Price otherwise payable to the Securityholders, an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant amount equal to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by Amount until distribution is required under the terms of the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on Rules, it being understood that the Escrow Amount shall be for consist of: (i) with respect to Accredited Holders, solely the benefit amount of Sellerthe Stock Consideration as set forth in the Closing Statement and (ii) with respect to Non-Accredited Holders, solely the amount of Cash Consideration as set forth in the Closing Statement. In On Closing, the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (shall deposit the Escrow Amount in accordance with the terms of the Escrow Rules. The execution of this Agreement by the Securityholders will constitute their approval of the terms and conditions of the Escrow Rules, which are an “Indemnification Claim”)integral part of the Transaction, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect the appointment of such Indemnification Claim the Securityholder Representative. (b) The retention by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) Buyer of the Escrow Amount then remaining in escrow under (including (i) the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination shares of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, Parent Common Stock consisting of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in disputeallocable to Accredited Holders and (ii) the cash consisting of the portion of the Escrow Amount allocable to Non-Accredited Holders, in each case until case) will be made on behalf of each Securityholder in accordance with the final resolution provisions of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementRules, with the same force and effect as if such amount had been delivered by the Buyer directly to such Securityholder and subsequently delivered by such Securityholder to the Buyer in escrow. Each Securityholder’s portion of the Escrow Amount (as set forth on the Closing Statement) shall be available to satisfy such Securityholder’s obligations pursuant to Article 10 until all amounts held in such Securityholder’s Escrow Amount are released pursuant to the terms of the Escrow Rules.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller Acquirer shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) Amount with the Escrow Agent, which Agent pursuant to Section 8.1. The Escrow Fund shall be held by the Escrow Agent in a segregated account as constitute partial security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In Acquirer (on behalf of itself or any other Indemnified Person) with respect to any indemnification obligations of the event Buyer makes a written claim or demand for indemnification Converting Holders under Section 15 hereof (an “Indemnification Claim”)Article VIII, and Seller does not dispute such Indemnification Claimshall be held and distributed in accordance with Section 8.1. The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute, or is determined to be liable for and in respect among other things, approval of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) deposit of the Escrow Amount then remaining in escrow under and the appointment of the Stockholders’ Agent. The Parties agree that, for Tax reporting purposes, (1) the Acquirer shall be treated as the owner of the Escrow Agreement Fund, and all interest and other income earned on the Escrow Fund shall be reported as having been earned by Acquirer, whether or not then such income was disbursed during such calendar year until the distribution of the Escrow Amount (or portions thereof) is determined, and (2) (a) the Escrow Amount (other than the portion deposited with respect to holders of Vested Company Options) shall qualify for installment sale reporting under Section 453 of the Code and (b) the portion of the Escrow Amount deposited with respect to holders of Vested Company Options shall not be compensation or wages, or subject to an outstanding Indemnification Claim withholding as such, unless and until such amount (or any part thereof) is paid to the former holders of such Vested Company Options, and no party hereto shall be paid by take any action or filing position inconsistent with such characterizations. At the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination end of the Survival Period (as defined in Section 15.01 hereof)September 2020 and each calendar quarter thereafter, and immediately thereafter before the final distribution of the Escrow Fund, the Escrow Agent shall pay the portion, if any, promptly transfer to Acquirer by wire transfer of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior immediately available funds an amount equal to the expiration product of 21% multiplied by the Survival Period, Buyer shall have made an Indemnification Claim amount of accrued interest or commenced litigation or any other proceeding income earned on account of any such claim, the term of the Escrow Agreement shall be extended, and Fund since the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementlast payment date under this Section 1.4(e).

Escrow Amount. At the Closing, Seller and Buyer shall enter into the Purchaser withholds from the Cash Consideration (i) an escrow agreement in the form attached hereto as Exhibit A amount equal to EUR 20,987,758.81 (the “General Escrow AgreementAmount”), pursuant which includes, as part of that amount, an amount equal to EUR 1,816,200.51 (the “Tax Specific Indemnity Escrow Amount”) which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars specifically cover Damages arising from the Tax Specific Indemnity Events ($90,241as this term is defined in Clause 5.1.2; and (ii) an amount equal to Eur 3,632,401.02 (the “Environmental Escrow Amount”) (hereinafter, the General Escrow Amount and the Environmental Escrow Amount, amounting together to 24,620,159.83, shall be collectively referred to as the “Escrow Amount”) and deposits the Escrow Amount with the Escrow Agent. (a) On the 12th month anniversary of the Signing Date (the “12-Month Escrow Release Date”), an aggregate amount equal to 50% of the General Escrow Amount minus any claims for indemnification against the Vendors pursuant to Clauses 4, 5 and 7 (including any amounts that are the subject of any pending or disputed indemnification claim), minus the Aggregate Excess will be released from the Escrow Account to the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Agreement. (b) On the 18th month anniversary of the Signing Date (the “18-Month Escrow Release Date”), an aggregate amount equal to the then remainder of the General Escrow Amount, minus any claims for indemnification against the Vendors pursuant to Clauses 4, 5 and 7 (including any amounts that are the subject of any pending or disputed indemnification claim), minus the Tax Specific Indemnity Escrow Amount, which shall be held by kept in escrow only to the effects of covering any of the Tax Specific Indemnity Events, will be released from the Escrow Agent Account to the Vendors, as applicable, in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on accordance with their Pro Rata Portions and the Escrow Amount shall be for the benefit terms of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. . (c) On the 48th month anniversary of the Signing Date (or, if earlier, on the date which is six (6) months 15 days after the Closing Date notification of the final amount challenged derived from G▇▇▇▇ Group´s tax audit which started with notifications of 19 th and 20th February 2015 –reference ****) (as defined in Section 1.06 hereofthe “Final General Escrow Release Date”), fifty percent an aggregate amount equal to the then remainder of the General Escrow Amount (50%which, for the avoidance of doubt, shall include only the remainder of the Tax Specific Indemnity Escrow Amount) subject to release upon such 18-Month Escrow Release Date or Final General Escrow Release Date, as applicablewill be released from the Escrow Account to the Vendors, as applicable, in accordance with their Pro Rata Portions and the terms of the Escrow Amount Agreement. (d) On the 24th month anniversary of the beginning of the Remediation Work (as this term is defined in Clause 5.1.6 below) (the “Environmental Escrow Release Date”) an aggregate amount equal to the then remaining in escrow under remainder of Environmental Escrow Amount, minus any claims for indemnification against the Vendors pursuant to Clause 5.1.6 (including any amounts that are the subject of any pending or disputed indemnification claim) will be released from the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior Account to the expiration of Vendors, as applicable, in accordance with their Pro Rata Portions and the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term terms of the Escrow Agreement Once payment has been made in the manner indicated above, the Vendors shall be extended, and grant to the Escrow Agent shall continue to hold in escrow Purchaser a payment receipt for the portion amounts respectively received at each of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementindicated releases dates.

Escrow Amount. At Notwithstanding anything to the Closingcontrary contained herein, Seller and Buyer shall enter into withhold from the Initial Cash Consideration otherwise payable at Closing (i) an amount equal to $7,540,000 (the “Escrow Amount”) and (ii) an amount equal to $7,200,000 (the “Additional Escrow Amount”). On the Closing Date, Buyer shall cause the Escrow Amount and the Additional Escrow Amount to be delivered to SunTrust Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement by and among Buyer, Seller Representative and the Escrow Agent substantially in the form attached annexed hereto as Exhibit A 2.9 (the “Escrow Agreement”), pursuant . The Escrow Amount and the Additional Escrow Amount shall be paid to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with Agent by Buyer on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent, which shall . The Escrow Amount will be held by the Escrow Agent in a segregated account as partial security for Sellerthe obligations of the Seller Parties to Buyer pursuant to the terms of Section 8.2 hereof, which obligations shall not be limited at any time to the value of the Escrow Amount. The Additional Escrow Amount will be held by the Escrow Agent as an independent escrow as partial security for the obligations of the Seller Parties to Buyer pursuant to the terms of Section 8.2(e) hereof, which obligations shall not be limited at any time to the value of the Additional Escrow Amount. The Additional Escrow Amount will be held until the IRS Payroll Audit is resolved and any tax liability relating thereto is satisfied. The Seller Parties acknowledge and agree that Buyer’s indemnification obligations exercise of its rights under Section 15 hereof. All interest accruing on the Escrow Agreement shall not limit Buyer’s right to recover any amounts owed to it that exceed the Escrow Amount shall be for and the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), Additional Escrow Amount and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) application of the Escrow Amount then remaining in escrow under and the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Additional Escrow Amount shall not be in dispute to Seller; provided, however, that if prior to the expiration substitution of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or in any way limit Buyer’s exercise of its other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, rights and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementremedies.

Escrow Amount. At (i) In addition to the consideration provided in Section 1.2, as security for the indemnification obligations of the Seller set forth in this Agreement and/or any other Transaction Document, at the Closing, the Seller and agrees that the Buyer shall enter into deliver the Escrow Amount to the Escrow Agent by wire transfer of immediately available funds, which Escrow Amount shall be held in escrow for a period of up to eighteen (18) months following the Closing in accordance with the terms of an escrow agreement substantially in the form attached hereto as Exhibit A B (the “Escrow Agreement”). Unless otherwise expressly stated hereunder, pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (none of the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on payments from the Escrow Amount shall be considered as liquidated damages for any breach under this Agreement or any other Transaction Document. (ii) The Seller and the benefit Buyer agree that, in accordance with the Escrow Agreement, the Escrow Agent shall release the Escrow Amount and any interest accrued thereon to the Seller on the Survival Date, or such portion of Seller. In the event Buyer makes a written claim or demand Escrow Amount in excess of the aggregate amount of then-outstanding claims for indemnification made by all Buyer Indemnified Persons against the Seller pursuant to Section 7 hereof; provided however that no such release and payment shall be made to the extent that the Escrow Amount would, following such release and payment, be insufficient to satisfy any then-outstanding and unpaid claims for indemnification made by a Buyer Indemnified Person against the Seller pursuant to Section 7 hereof or any then-outstanding payment that is demanded by Buyer pursuant to Section 1.4(d); provided further that to the extent any outstanding claim is resolved in favor of the Seller, any amount of remaining Escrow Amount in excess of any remaining unresolved claims or demanded payment shall be released to the Seller immediately in accordance with the Escrow Agreement. (iii) Subject to the foregoing, the Seller and the Buyer agree that the amounts in the Escrow Amount shall be released to the Buyer to satisfy claims by the Buyer Indemnified Persons when such claims become payable under Section 15 hereof (an “Indemnification Claim”7 or any demand of payment by Buyer when such demand of payment becomes payable under Section 1.4(d), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in accordance with the Escrow Agreement. On The Seller and the date which Buyer agree that they shall issue “joint instructions” (except that the Escrow Agent shall immediately release the amount payable to the Buyer pursuant to Section 1.4(d) solely upon the written instruction of the Buyer) in order to effectuate the foregoing releases and payments. (iv) Notwithstanding the foregoing, the Seller and the Buyer agree that, in the event that the direct selling license issued to BabyCare is six (6) months cancelled or revoked by the PRC Governmental Authority any time before the Survival Date and due to any reason other than the acts of the Buyer, any BabyCare Company or USANA after the Closing Date (as defined in Section 1.06 hereof)Closing, fifty percent (50%) the full amount of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid released by the Escrow Agent to Seller. The Escrow Agreement shall expire the Buyer immediately upon receiving the termination notification of such cancellation or revocation by BabyCare or the Buyer and the written instruction of the Survival Period Buyer delivered to the Escrow Agent. (v) The Seller and the Buyer agree to take any other such actions, as defined in Section 15.01 hereof), and immediately thereafter may reasonably be required by the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of otherwise under the Escrow Agreement shall be extended, in order to effectuate the foregoing releases and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementpayments.

Escrow Amount. At The Escrow Amount deposited in escrow by II-VI pursuant to Section 3.2(d) of this Agreement shall held by the Closing, Seller and Buyer Escrow Agent as follows: a. An amount equal to $1,000,000 shall enter into an be held in escrow agreement in the form attached hereto as Exhibit A (the “Environmental Escrow AgreementDeposit”), ) for purposes of indemnifying the Acquiring Companies and the Surviving Corporation for any Remediation costs and expenses pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars the Sections 9.2(a)(ii) and ($90,241iii) (of this Agreement and the “Remediation Agreement. The Environmental Escrow Amount”) with the Escrow Agent, which Deposit shall be held by the Escrow Agent in for a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on period of four years from the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim Closing Date or demand such later time when all outstanding claims for indemnification under Section 15 hereof (an “Indemnification Claim”)or reimbursement by the Acquiring Companies or the Surviving Corporation have been resolved, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided fully set forth in the Escrow Agreement. On In the date which is six event that the Remediation Costs exceed the Environmental Escrow Deposit, the Acquiring Companies or the Surviving Corporation may claim reimbursement or indemnification against the General Escrow Deposit, as set forth in Section 9.6(b) below. b. An amount equal to $2,042,500 shall be held in escrow (6the “General Escrow Deposit”) for a period of eighteen (18) months after from the Closing Date or such later time when all outstanding claims for Adjusted Working Capital Decrease or indemnification by the Acquiring Companies or the Surviving Corporation have been resolved, as more fully set forth in the Escrow Agreement. Notwithstanding the preceding sentence, an amount equal to the Adjusted Working Capital Escrow Balance on a per share basis shall be paid to the Shareholder Representative for the benefit of the holders of ▇▇▇▇▇▇ Stock entitled to Merger Consideration no later than twenty (as defined 20) business days after (i) a determination is made pursuant to Section 3.7 of this Agreement that no Adjusted Working Capital Decrease is due and payable to II-VI; or (ii) payment in Section 1.06 hereof), fifty percent (50%) full of the Adjusted Working Capital Decrease is made to II-VI either directly from the Shareholders or under the terms of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to SellerAgreement. The Escrow Agreement shall expire upon the termination Any fees of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay be paid from the portion, if any, of the then Escrow Amount. Any remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to and interest at the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term termination of the Escrow Agreement shall be extended, and distributed to the Escrow Agent shall continue to hold in escrow Shareholder Representative for the portion benefit of the then Escrow Amount in dispute, in each case until the final resolution holders of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement▇▇▇▇▇▇ Stock entitled to Merger Consideration.

Escrow Amount. At the Closing, Seller and (a) Any amount withheld by Buyer shall enter into (an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account pursuant to this Agreement as security for Seller’s the indemnification obligations under Section 15 hereof. All interest accruing on of the Escrow Amount Sellers set forth in Article 7 shall be for the benefit of Seller. In the event deposited by Buyer makes a written claim or demand for indemnification under Section 15 hereof into an escrow account (an “Indemnification ClaimEscrow Account”)) pursuant to an escrow agreement substantially in the form of Exhibit C (an “Escrow Agreement”) or on such other terms as are mutually agreed by Buyer and Sellers’ Representative. (b) Unless otherwise agreed by Buyer and Sellers’ Representative, any Escrow Agreement shall provide that the Escrow Account shall terminate as of the close of business on the date (the “Escrow Expiration Date”) twelve months after the Effective Date. The Escrow Amount will be held and Seller does not dispute such Indemnification Claimreleased, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided any funds in the Escrow Account will be held and disbursed, by the escrow agent mutually selected by Buyer and Seller’s Representative (the “Escrow Agent”, it being understood and agreed that JPMorgan Chase Bank, National Association, would be an acceptable Escrow Agent), pursuant to the terms and conditions of such Escrow Agreement. On Any Escrow Agreement shall provide that upon the date which is six (6) months after Escrow Expiration Date the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) remainder of the Escrow Amount then remaining in escrow under (less any amounts by which the Escrow Agreement and not then subject to an outstanding Indemnification Claim Amount has been reduced or any portion thereof reserved from distribution in accordance with the Escrow Agreement) shall be paid distributed to the Seller’s Representative for distribution to the Sellers pursuant to the terms of such Escrow Agreement. (c) Unless otherwise agreed by Buyer and Sellers’ Representative, any Escrow Agreement shall provide that, promptly following December 31, 2013, Buyer and Sellers’ Representative shall execute and deliver to the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter a Release Notice directing the Escrow Agent shall pay the portion, if any, under any such Escrow Agreement to distribute to Sellers’ Representative (on behalf of the then Sellers to be distributed in accordance with each Seller’s share of the Purchase Price as set forth on Schedule 2.2(b)) the remaining portion of any Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation (less any amounts by which such Escrow Amount has been reduced or any other proceeding on account of any portion thereof reserved from distribution in accordance with such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement) to such accounts as are designated by Sellers’ Representative in such notice.

Escrow Amount. At Notwithstanding anything to the Closingcontrary contained herein: (a) Parent shall withhold from the Merger Consideration otherwise payable at Closing an amount of $8,220,000 (the “Escrow Amount”). On the Closing Date, Seller Parent shall cause the Escrow Amount to be delivered to an escrow agent reasonably satisfactory to Parent and Buyer shall enter into the Company (the “Escrow Agent”), pursuant to an escrow agreement in by and among Parent, the form attached hereto as Exhibit A Company and the Former Company Stockholders’ Agent and Escrow Agent (the “Escrow Agreement”) substantially in the form annexed hereto as Exhibit 3.2(a), pursuant . Such sum shall be paid to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent, which shall . The Escrow Amount will be held by the Escrow Agent in a segregated account as partial security for Seller’s indemnification the obligations under Section 15 hereofof the Former Company Stockholders to the Parent Indemnified Parties pursuant to the terms of Article XI of this Agreement. All interest accruing on the The Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid disbursed by the Escrow Agent pursuant to Seller. The Escrow Agreement shall expire upon the termination terms of the Survival Period Escrow Agreement. (as defined b) In addition to the Escrow Amount set forth in Section 15.01 hereof3.2(a) above, Parent shall withhold from the Merger Consideration otherwise payable at Closing an amount of $2,050,000 (the “Working Capital Escrow Amount”). On the Closing Date, and immediately thereafter Parent shall cause the Working Capital Escrow Amount to be delivered to the Escrow Agent pursuant to an escrow agreement by and among Parent, the Company, the Former Company Stockholders’ Agent and the Escrow Agent (the “Working Capital Escrow Agreement”) substantially in the form annexed hereto as Exhibit 3.2(b). Such sum shall pay be paid to the portionEscrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Working Capital Escrow Amount will be held by the Escrow Agent as partial security for the obligations, if any, of the then remaining Former Company Stockholders to Parent pursuant to the terms of Section 3.3(f) and 3.3(g) of this Agreement. The Working Capital Escrow Amount shall be disbursed by the Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement. (c) Notwithstanding anything to the contrary in this Section 3.2, a portion of each of the Escrow Amount and the Working Capital Escrow Amount shall consist of shares of capital stock of the Parent, in lieu of cash, with such portion equal, in each case, to the proportion that (i) the aggregate amount of Merger Consideration which would have been payable as of the Effective Time to the Rollover Shareholders, collectively, had such Persons not in dispute contributed shares of Company Common Stock or shares of restricted Company capital stock to Seller; provided, however, that if the Parent prior to the expiration Effective Time bears to (ii) the aggregate amount of Merger Consideration payable as of the Survival PeriodEffective Time. The Parent shall deliver certificates representing such shares of its capital stock to the Former Company Stockholders’ Agent which shall deliver such certificates to the Escrow Agent at the Closing, Buyer to be held by the Escrow Agent as partial security for the obligations, if any, of the Rollover Shareholders to the Parent Indemnified Parties pursuant to the terms of Article XI of this Agreement or to Parent pursuant to the terms of Section 3.3(f) and 3.3(g) of this Agreement, respectively. Such shares so deposited shall have made an Indemnification Claim be disbursed to the applicable Rollover Shareholder or commenced litigation or any other proceeding on account of any such claim, the term Parent by the Escrow Agent pursuant to the terms of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Working Capital Escrow Agreement, respectively.

Escrow Amount. (a) At the Closing, Seller and Buyer shall enter into deliver to the Escrow Agent a portion of the Purchase Price in an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant amount equal to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) 5,000,000 (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof). All interest accruing on the The Escrow Amount shall be held in escrow in an interest bearing account, with accrued interest added to the Escrow Amount and shall be released as provided in this Section 2.3. The Escrow Amount shall be the sole source of funds available for any reduction to the benefit Purchase Price pursuant to the terms and conditions set forth in this Agreement. (b) If the Closing does not occur, Seller and Buyer shall jointly instruct the Escrow Agent to release the Escrow Amount to Buyer promptly following termination of Sellerthis Agreement in accordance with the terms and conditions set forth in this Agreement. (i) Within thirty (30) days following the Closing Date, Buyer shall prepare and deliver to Seller a schedule (the “Adjustment Schedule”) setting forth its calculation of the aggregate amount of the reduction of the Purchase Price (the “Adjustment Amount”), if any, to be made pursuant to Section 5.1(h) hereof and describing in reasonable detail the basis therefor. (ii) Seller shall have fifteen (15) days following receipt of the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) during which to notify Buyer of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. Buyer and Seller shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, a final Adjustment Schedule (the “Final Adjustment Schedule”) shall be prepared in accordance with the agreement of Buyer and Seller and the calculation of the Adjustment Amount, if any, based thereon shall be final and binding on the parties. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not notify Buyer of any such dispute within such Indemnification Claimfifteen (15)-day period or notifies Buyer within such period that it does not dispute any item contained therein, or is determined the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) shall constitute the Final Adjustment Schedule and Buyer’s calculation of the Adjustment Amount, if any, based thereon shall be liable for final and in respect binding upon the parties. (iii) In the event Buyer and Seller are unable to resolve any dispute regarding the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) within fifteen (15) days following Buyer’s receipt of notice of such Indemnification Claim dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, a nationally recognized accounting firm selected jointly by Seller, the Official Committee of Unsecured Creditors, the Buyer and such party shall be disinterested (the “Referee”). In resolving any such dispute, the Referee shall consider only those items or amounts in the Adjustment Schedule as to which Seller has disagreed. The Referee’s determination of the disputed items or amounts in the Adjustment Schedule and the disputed Adjustment Amount, if any, together with any undisputed items or amounts in the Adjustment Schedule and the undisputed Adjustment Amount, if any, shall be final and binding on the parties and shall constitute the Final Adjustment Schedule. The Referee shall use commercially reasonable efforts to complete its work within fifteen (15) days following its engagement. All fees and expenses of the Referee shall be shared equally by Seller and Buyer. (iv) In the event Buyer does not timely deliver an Adjustment Schedule in accordance with Section 2.3(c)(i) or notifies Seller within such period that a court reduction of competent jurisdictionthe Purchase Price shall not be made, then Seller and Buyer shall jointly instruct the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in release the Escrow Agreement. On Amount to Seller as promptly as possible. (v) In the date which is six (6) months after the Closing Date (as defined event Buyer timely delivers an Adjustment Schedule in accordance with Section 1.06 hereof2.3(c)(i), fifty percent as promptly as possible following the determination of the Final Adjustment Schedule, Seller and Buyer shall jointly instruct the Escrow Agent to release (50%A) the Adjustment Amount, if any, to Buyer and (B) the remainder of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At the Closing, Parent shall pay or cause to be paid the Escrow Amount to the Escrow Agent in cash payable by wire transfer of immediately available funds for deposit in an escrow account in accordance with the terms and conditions of the Escrow Agreement to be entered into by and among Parent, the Seller and Buyer shall enter into an escrow agreement the Escrow Agent in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety . Six Hundred Twenty Five Thousand Two Hundred Forty-One Dollars ($90,241625,000) of the Escrow Amount (the “Indemnification Escrow Amount”) with ), plus any interest or other income earned thereon (such collective amount, the “Indemnification Escrow AgentFund”), which shall serve as security for the payment of indemnification obligations of the Seller pursuant to Section 6.1 of this Agreement and shall be held and distributed by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on accordance with the Escrow Amount shall be for the benefit terms and conditions of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six One Million Dollars (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%$1,000,000) of the Escrow Amount then remaining in escrow under (the “Assignment Failure Escrow Amount”), plus any interest or other income earned thereon (such collective amount, the “Assignment Failure Escrow Fund”), shall serve as security for the payment of the Assignment Failure Amount if and when the Seller becomes obligated to pay such Assignment Failure Amount pursuant to Section 6.8 of this Agreement and not then subject to an outstanding Indemnification Claim shall be paid held and distributed by the Escrow Agent to Sellerin accordance with the terms and conditions of the Escrow Agreement. The entire Escrow Agreement Amount, plus any interest or other income earned thereon (such collective amount, the “Escrow Fund”), shall expire upon serve as security for the termination payment of the Survival Period (as defined in Novation Failure Amount if and when the Seller becomes obligated to pay such Novation Failure Amount pursuant to Section 15.01 hereof), 6.7 of this Agreement and immediately thereafter shall be held and distributed by the Escrow Agent shall pay in accordance with the portion, if any, terms and conditions of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. (a) At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller Purchaser shall deposit Ninety Thousand Two One Hundred FortySixty-One Thousand Five Hundred Sixty Dollars ($90,241161,560) (the “"Escrow Amount”") with into escrow pursuant to the Escrow Agreement. U.S. Bank National Association, as the escrow agent (the "Escrow Agent"), which shall be held hold the Escrow Amount and all interest and other amounts earned thereon in an escrow account (the "Escrow Account") for purposes of securing any amounts payable by the Escrow Agent in a segregated Selling Parties on account as security for Seller’s of any and all indemnification obligations under Section 15 hereof. All 6.1 hereof and certain other amounts payable hereunder in accordance with this Agreement and the Escrow Agreement of even date herewith among Seller, Purchaser and Escrow Agent (the "Escrow Agreement"). (b) The Escrow Amount and any interest accruing accrued thereon shall be released from the Escrow Account and paid over to Seller or Purchaser, as the case may be, by confirmed wire transfer of immediately available funds, as follows: (i) on the Escrow Amount shall be for fifth Business Day following the benefit determination of Seller. In actual Net Working Capital pursuant to Section 2.8 (the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”"First Release Date"), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim disburse (A) to Seller the difference between (1) $36,560, minus (2) any Final Net Working Capital Deficit, minus (3) the amount of all indemnity claims asserted by the Purchaser Indemnified Parties in full good faith pursuant to BuyerSection 6.1 and which remain unpaid or in dispute (a "Continuing Unresolved Amount") as of the First Release Date, plus all as more particularly provided interest accrued on the distributed amount, and (B) to Purchaser, subject to the proviso in Section 2.8(g)(i), the Escrow Agreement. On amount of any Final Net Working Capital Deficit, if any; and (ii) on the date which that is six eighteen (618) months after following the Closing Date (as defined in Section 1.06 hereofthe "Second Release Date"), the Escrow Agent shall disburse to Seller the balance of the Escrow Account minus the Continuing Unresolved Amount as of the Second Release Date. Any Continuing Unresolved Amount withheld from release after the Second Release Date and finally determined not to be subject to indemnification by the Selling Parties in accordance with this Agreement, shall be released to Seller by confirmed wire transfer of immediately available funds within three (3) Business Days following such determination. (c) Purchaser, on one hand, and Seller, on the other hand, shall each pay fifty percent (50%) of the fees, expenses and costs associated with establishing and maintaining the Escrow Account in accordance with this Agreement and the Escrow Agreement. (d) Purchaser and Seller agree to promptly provide the Escrow Agent with jointly-executed written instructions to disburse or retain the Escrow Amount then remaining in escrow under (or a portion thereof, as applicable) from the Escrow Account in accordance with this Agreement and not then subject to an outstanding Indemnification Claim the Escrow Agreement; provided, that the release described in Section 2.10(b)(ii) shall be paid automatically disbursed by the Escrow Agent to Seller. The Escrow Agreement and shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementrequire jointly-executed written instructions.

Escrow Amount. At the ClosingEffective Time, Seller and a portion of the Merger Consideration in an amount equal to $10,000,000 (the “Escrow Amount”) shall be paid by Buyer shall enter into to ▇▇▇▇▇ Fargo Bank, N.A., as escrow agent of the Parties (the “Escrow Agent”), to be held in escrow in accordance with the terms of an escrow agreement Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Amount shall be held, pursuant invested and distributed in accordance with the terms of the Escrow Agreement and in accordance with this Section 3.2 and Article VIII hereof. Following the Closing and in accordance with Section 8.10, the Member Representative shall be entitled to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with direct the Escrow Agent, which at any time and from time to time, to pay the following fees and expenses that may be incurred by the Member Representative on behalf of the holders of Units and the holders of Phantom Units out of the Escrow Amount: (a) the reasonable fees and disbursements of special outside counsel to the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII, (b) the reasonable fees and expenses of any other agents, advisors, consultants and experts employed by the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII, (c) the reasonable fees and disbursements of the Member Representative’s independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement under Section 3.7(b) and (d) other reasonable out-of-pocket expenses of the Member Representative incurred in connection with any indemnification claims for Damages pursuant to Article VIII or the procedures set forth in Section 3.7(b) (collectively, the “Member Allocable Expenses”). For the avoidance of doubt, all unpaid Member Allocable Expenses that have been submitted to the Escrow Agent by the Member Representative for payment and that are permitted hereby shall be held paid out of the Escrow Amount by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined prior to be liable for and in respect of such Indemnification Claim any payment being made by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of any portion of the Escrow Amount then remaining to any Buyer Indemnified Party or to any holder of Units (other than Preferred Units) or Phantom Units (other than Preferred Phantom Units) pursuant to Section 8.10. In no event will Buyer or the Member Representative be responsible for payment of Member Allocable Expenses in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term excess of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementAmount.

Escrow Amount. At As security for any amounts payable by the Seller to the Purchaser pursuant to the terms of this Agreement at the Closing, Seller and Buyer the Purchaser shall enter into an escrow agreement in retain out of the form attached hereto as Exhibit A (the “Escrow Agreement”), Cash Consideration payable pursuant to which Seller shall Clause 3.1 and Clause 7.2.2(a) and deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) with the Escrow Agent in accordance with the terms of the Escrow Agreement an amount equal to the Indian Rupee equivalent of [ * * * ] converted by the Purchaser in accordance with Clause 6.17 (the “Escrow Amount”) with the Escrow Agent, which ). The Purchaser shall be held by the Escrow Agent in have a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on full right to apply all or any part of the Escrow Amount shall be to pay, or to provide for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)payment of, and Seller does not dispute such Indemnification Claim, or is determined any amount required to be liable for paid by the Seller to the Purchaser under the terms of this Agreement and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On Subject to the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) provisions of the Escrow Amount then remaining in escrow under Agreement, the Escrow Agreement and not then subject to an outstanding Indemnification Claim Purchaser shall be paid by instruct the Escrow Agent to Seller. The release the unapplied Escrow Agreement shall expire upon Amount to the termination Seller in the following installments: [ *** ] within 5 (five) days of the Survival Period [ *** ] yearly anniversary of the Closing Date and CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. the remaining [***] within 5 (as defined five) days of the [***] yearly anniversary of the Closing Date. If any Claim Notice has been delivered by the Purchaser to the Seller and the Parties have not reached an agreement with respect to the Purchaser’s entitlement to receive the Losses at issue in Section 15.01 hereof)such Claim Notice, and immediately thereafter then the Purchaser’s obligation to instruct the Escrow Agent shall pay the portion, if any, to release any installment of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the unapplied Escrow Agreement shall be extended, and the Escrow Agent shall continue suspended with respect to hold in escrow the portion Purchaser’s good faith estimate of the then Escrow Amount in disputeamount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in each case until the final resolution order of such Indemnification Claim or litigation or proceeding relating theretotheir maturities, all as more particularly provided in by any amounts payable by the Seller pursuant to the terms of this Agreement and the Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “The Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which Amount shall be held by the Escrow Agent in a segregated account as security for used to satisfy Seller’s indemnification obligations under to pay the Material Contract Adjustment Amount, if any, in accordance with this Section 15 hereof3.3(b). All interest accruing on The timing and methodology for the release of the Escrow Amount shall be for governed by the benefit terms of Seller. In and subject to the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), conditions set forth in this Agreement and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to in the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account event of any such claimconflict between the terms of this Agreement and the Escrow Agreement, the term terms of the Escrow Agreement shall be extendedcontrol. Each party hereto shall act in good faith and cooperate with the other parties that are parties to the Escrow Agreement to execute and deliver such joint instructions, including with respect to any distributions and further investments of the Escrow Amount, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. Each party hereto agrees that if the Escrow Agent sets off any of the Escrow Amount pursuant to Section 3.7(b) of the Escrow Agreement due to the failure of either party to pay any fee or sums owing by it to the Escrow Agent, then any such set off by the Escrow Agent shall continue not relieve either Buyer or Seller from any of its obligations to hold in escrow pay such funds and the portion non-paying party shall reimburse the other within five (5) Business Days of any such set off. The Escrow Amount shall be paid as follows: i. If, within ninety (90) days of the Closing Date, Buyer does not notify Seller that any Material Contracts are cancelled as a result of an inability to assign any Material Contracts to Buyer, then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in parties hereto shall instruct the Escrow AgreementAgent to promptly release to Seller all of the Escrow Amount. ii. If, within ninety (90) days of the Closing Date, Buyer notifies Seller that any Material Contracts are cancelled as a result of an inability to assign any Material Contracts to Buyer, then the Purchase Price shall be reduced in an amount determined in accordance with the terms set forth on Schedule 3.3(b) (the “Material Contract Adjustment Amount”); provided, however, that the Purchase Price shall not be reduced by an amount greater than the Escrow Amount. The parties hereto shall instruct the Escrow Agent to release to Buyer the Material Contract Adjustment Amount and release to Seller the balance of the Escrow Amount, if any, no later than one hundred twenty (120) days following the Closing Date. The provisions of this Section 3.3(b) shall be Buyer’s exclusive remedy against Seller if a Material Contract is breached following the Closing Date.

Escrow Amount. At the Closing, Seller Company, the Shareholders, Parent ------------- and Buyer an escrow agent to be designated and approved by the parties (the "Escrow Agent") shall enter into an execute the escrow agreement in substantially the form of Exhibit C attached hereto as Exhibit A (the “"Escrow Agreement”"). The Escrow Agreement shall provide, pursuant among other terms, that 20% of Stock Consideration issued to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) the Shareholders (the “Escrow Amount”"Escrowed Shares") with the Escrow Agent, which shall be held by the Escrow Agent in for a segregated account as security for Seller’s indemnification period of twenty-four (24) months after Closing to secure the Shareholders' obligations under Section 15 hereof8.2(a) herein. All interest accruing on If the Escrow Amount Shareholders become obligated to indemnify Parent and Sub with respect to an Indemnifiable Claim and the amount of liability with respect thereto shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)have been finally determined, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full release the appropriate number of Escrowed Shares to Buyer, all as more particularly provided in Parent for cancellation pursuant to the terms of the Escrow Agreement. On The fair market value per share of the date which is six (6Escrowed Shares shall be the Average Closing Price or if applicable the Adjusted Average Closing Price as calculated at Closing pursuant to Section 2.5(a) months after herein. Notwithstanding any other provision of this Agreement, the Escrow Agreement, or the Operative Documents, the Shareholders' liability for indemnification shall be limited as set forth in Section 8.2(a)(iv) of this Agreement. The Escrowed Shares shall be automatically released to the Shareholders on the second anniversary of the Closing Date if there are no pending Indemnifiable Claims. Prior to such date, the Escrowed Shares shall be released to the Shareholders within ten (10) business days after receipt by Escrow Agent of written instructions signed by Parent and the Shareholders that any of the following events have occurred, provided there are no pending Indemnifiable Claims: (i) a transaction occurs so that the Surviving Company is no longer a wholly owned subsidiary of Parent; (ii) Surviving Company sells all or substantially all of its assets; or (iii) the termination by the Company of the employment of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ other than for "Just Cause" as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Employment Agreement.

Escrow Amount. (a) At the Closing, Seller and Buyer the Buyers shall enter into an escrow agreement in pay to the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Agent Two Million Eight Hundred Thousand Two Hundred Forty-One U.S. Dollars ($90,241U.S.$2,800,000) (the “Escrow Amount”) in cash payable by wire transfer of immediately available funds for deposit in an escrow account in accordance with the terms and conditions of the Escrow AgentAgreement to be entered into by and among the Buyers, SSH Finland and the Escrow Agent in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”). The Escrow Amount shall serve as security for the payment of indemnification obligations of the Sellers pursuant to this Agreement and shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement. (b) Subject to the terms of this Agreement, the Escrow Amount shall be available to the Parent, acting on its own behalf and on behalf of any other parties entitled to indemnification pursuant to Section 7.1 hereof at any time up to the time of the Escrow Release Date (as defined in Section 2.3(e)) and from time to time in accordance with the terms of this Agreement and the Escrow Agreement. If the Parent makes any claim on behalf of itself or any other party entitled to indemnification pursuant to Section 7.1 hereof for indemnification by the Sellers, the Parent shall deliver written notice to the Sellers and the Escrow Agent (which notice to the Escrow Agent shall be in accordance with Section 12 of the Escrow Agreement) (a “Claim Notice”), which Claim Notice shall (i) describe in general terms the facts upon which the Parent, on behalf of itself or any other party entitled to indemnification pursuant to Section 7.1, makes such claim and state a good faith estimate of Losses (as defined in Section 7.1), subject to the indemnification obligations of the Sellers under Article VII of this Agreement, and (ii) specify the amount of the Escrow Amount that the Parent seeks to have released from escrow in connection with such claim (the “Claim Amount”). (c) Within fourteen (14) calendar days after receipt of a Claim Notice from the Parent seeking payment from the Escrow Fund, SSH Finland, acting on its own behalf and on behalf of the other Sellers, shall deliver written notice to the Parent and the Escrow Agent (a “Response Notice”), which Response Notice shall either (i) state that the Sellers do not object to the Claim Notice and instruct the Escrow Agent to disburse the Claim Amount to the Parent, or (ii) state that the Sellers dispute the Claim Notice. If the Response Notice states that the Sellers dispute the Claim Notice, then the Escrow Agent shall not disburse the Escrow Amount until the dispute is resolved in accordance with Section 2.3(d) hereof. (d) If the Sellers object to a Claim Notice, then the Parent and SSH Finland shall negotiate in good faith to agree upon how to handle the Claim Notice and, if successful in reaching agreement on such Claim Notice, shall deliver to the Escrow Agent a written notice executed by the Parent and SSH Finland (a “Joint Written Notice”), which Joint Written Notice shall direct the Escrow Agent how to act with respect to the disputed Claim Notice. If the Parent and SSH Finland are unable to agree on how to handle the disputed Claim Notice within twenty (20) calendar days after the date the Parent receives the Response Notice from SSH Finland (or SSH Finland does not deliver a Response Notice within fourteen (14) calendar days after receipt of a Claim Notice), then the Parent and SSH Finland agree to submit the dispute to arbitration in accordance with Section 9.6.5 of this Agreement. Upon a final determination by the arbitrator(s) in accordance with such arbitration, the prevailing party in the arbitration shall deliver to the Escrow Agent and the non-prevailing party written notice (an “Arbitration Decision Notice”), which Arbitration Decision Notice shall notify the Escrow Agent of the outcome of the final arbitration decision and instruct the Escrow Agent what action to take in accordance with such decision. (e) Subject to the terms and provisions of this Section 2.3(e), on the date that is one (1) year after the Closing Date (the “Escrow Release Date”), the Escrow Agent shall disburse to SSH Finland the Escrow Amount, as reduced by any amounts previously disbursed to the Parent pursuant to Sections 2.3(c) or 2.3(d) above. In the event, however, that SSH Finland has received, on or before the Escrow Release Date, a Claim Notice for which the Escrow Agent may be required to disburse all or a portion of the Escrow Amount to the Parent pursuant to Section 2.3(c) or 2.3(d) above, the portion of the Escrow Amount subject to such Claim Notice shall continue to be held by the Escrow Agent in a segregated account until the Claim Amount with respect thereto has resolved. As soon as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow any such Claim Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”)has been resolved, and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay be instructed in accordance with Section 2.3(c) or 2.3(d) to disburse such Indemnification Claim in full to Buyer, all as more particularly provided in portion of the Escrow Agreement. On Amount, if any, as is required to be disbursed to the date which is six (6Parent pursuant to Section 2.3(c) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%or 2.3(d) and shall disburse any remaining portion of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementSSH Finland.

Escrow Amount. At Ten percent (10%) of the sum of (i) the aggregate Merger Consideration plus (ii) the Deemed Option Consideration, in the form of Centra Common Stock and cash in amounts proportional to the percentage of the Merger Consideration represented by each, shall be paid to the Exchange Agent to be held in an interest bearing account pursuant to the Escrow Agreement substantially in the form of Exhibit C hereto (the "Escrow Amount"). As of the Closing, Seller the Company and Buyer Centra shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on calculate the Escrow Amount applicable to each Shareholder and shall be instruct the Exchange Agent accordingly. If either Centra or the Surviving Corporation suffers a Loss for which indemnification is available hereunder, Centra or the benefit Surviving Corporation, as the case may be, shall have the right to receive from the Escrow Amount the amount of Sellerthe Loss (each such amount, a "Retention Payment"). In the event Buyer makes that such a written Loss occurs and the Surviving Corporation or Centra shall make a claim pursuant to Article X against the Escrow Amount, upon final settlement or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect adjudication of such Indemnification Claim by a court claim in favor of competent jurisdiction, then Centra or the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full Surviving Corporation pursuant to Buyer, all as more particularly provided in the terms of the Escrow Agreement. On , the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Exchange Agent shall pay the portionamount of such Retention Payment from the Escrow Amount to Centra or the Surviving Corporation, as the case may be. The Escrow Amount shall remain in escrow until the Surviving Corporation and Centra shall no longer have the right to make any indemnification claim hereunder and all indemnification claims made by Centra or the Surviving Corporation previously shall have been resolved (and paid, if anyrequired), of the then whichever is earlier, whereupon any remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or and any other proceeding on account of any such claim, the term of the Escrow Agreement interest accrued thereon shall be extended, and the Escrow Agent shall continue paid to hold each Shareholder in escrow the portion of the then Escrow Amount in dispute, in accordance with each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementShareholder's Allocation Percentage.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on 3.5.1 The Parties agree that the Escrow Amount shall be deemed as having deposited to the Transaction Bank Account as security for the benefit of Seller. In Sellers’ obligations under this Agreement related to Fundamental Warranty Claims by the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), Buyer. 3.5.2 The Purchaser and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Sellers’ Representative shall procure that the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to BuyerAmount is released from the Transaction Bank Account as follows: (i) if, all as more particularly provided in the Escrow Agreement. On at 5:00 p.m. Finnish time on the date which is six falling one (61) months year after the Closing Date (as defined in Section 1.06 hereofthe Escrow Claim Time), fifty percent no Fundamental Warranty Claims have been made by the Buyer against the Sellers in accordance with the terms and conditions of this Agreement, the Escrow Amount shall be released to the Sellers in full as if the Escrow Amount was part of the Releasable Funds as of the Escrow Claim Time; (50%ii) if, by the Escrow Claim Time, any Fundamental Warranty Claim(s) have been made by the Buyer against the Sellers in accordance with the terms and conditions of this Agreement, the Escrow Amount shall stand as se- curity for any such Claims to the effect that any amount that becomes payable by Sellers in respect of such Claims shall be primarily satisfied by way of release of funds equal to such Claims from the Escrow Amount to the Buyer and, secondarily, to the extent the amount of such Claims exceeds the Escrow Amount, by the Sellers compensating such Claims to the Buyer by way of payment of immediately available funds to a bank account designated by the Buyer in writing; and (iii) if, at the Escrow Claim Time, there are any Fundamental Warranty Claim(s) pending or remaining unsettled, out of the Escrow Amount then (a) an amount equal to the remaining in escrow under portion of the Escrow Agreement and not then Amount less such amounts as are subject to an outstanding Indemnification Claim pending or unsettled Fundamental War- ranty Claims (if any) shall be paid by released to the Sellers as if such amount was part of the Releasable Funds as of the Escrow Claim Time and (b) an amount equal to such amounts as are subject to pending or unsettled Fundamental Warranty Claims (if any) shall remain in the Transaction Bank Account as security for such Claims until such Claims have been finally settled between the Parties. 3.5.3 The Buyer and the Sellers’ Representative undertake promptly to execute all nec- ▇▇▇▇▇▇ documents that the Escrow Agent requires to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined be executed in Section 15.01 hereof), and immediately thereafter order to re- lease the Escrow Agent shall pay Amount (or part thereof) from the portionTransaction Bank Account in accordance with this Agreement and the Escrow Agreement, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, howeverfor the avoidance of doubt, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim no liability for the allocation or commenced litigation or any other proceeding on account distribution among Sellers of any such claim, the term portion of the Escrow Agreement shall be extended, and Amount that is subject to a release to the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow AgreementSellers.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the The Escrow Amount shall be available to compensate the Buyer for any Working Capital deficiency and to compensate the benefit of SellerBuyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. In To the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then extent the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full Amount has not been fully distributed to Buyer, all as more particularly provided in the Escrow Agreement. On satisfy Buyer claims on the date which that is six (6) months after the Closing Date Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to the Shareholders’ Representative from the Escrow Amount one third (as defined 1/3) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 1.06 hereof9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, fifty percent the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse from the Escrow Amount to the Shareholders’ Representative one half (50%1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then remaining outstanding Buyer claims (including without limitation claims described in escrow under Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Agreement Amount, and, upon final disposition of all such claims, the Buyer and not then subject the Shareholders’ Representative shall provide joint written instructions to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon disburse (i) to the termination Buyer, the amount of the Survival Period (as defined in Section 15.01 hereof)any allowed claims, and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior (ii) to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claimShareholders’ Representative, the term balance of the Escrow Agreement Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be extended, treated as earned by the Shareholders and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, be so reported for all as more particularly provided in the Escrow AgreementTax purposes.

Escrow Amount. At Pursuant to the ClosingPurchase Agreement, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on shall: (a) upon the Closing of the Transaction, disburse the Escrow Amount shall be for to LP Seller in partial satisfaction of the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date Purchase Price (as defined in Section 1.06 hereofthe Purchase Agreement); (b) if the Closing of the Transaction is not completed within 30 days after receiving FINRA Approval (as defined in the Purchase Agreement) for any reason, other than a Seller Breach (as defined in in the Purchase Agreement), fifty percent (50%) of pay and disburse the Escrow Amount then remaining to the LP Seller, and the Buyer shall provide such irrevocable instructions (with, for the avoidance of doubt, such instructions being in escrow under the Escrow Agreement and not then subject form of a Joint Release Certificate, as defined below) as may be required to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon make such disbursement; or (c) if the termination Closing of the Survival Period Transaction is not completed within 30 days after receiving FINRA Approval (as defined in Section 15.01 hereof)the Purchase Agreement) solely as a result of a material breach of, or material failure to comply with, any of the terms of the Purchase Agreement by either or both the Sellers, which such breach was not caused by a breach or failure to comply with the terms of the Purchase Agreement by the Buyer, and immediately thereafter the Buyer is no material breach of the Purchase Agreement and has not materially failed to comply with the Purchase Agreement, pay and disburse the Escrow Amount to the Buyer, and GP Seller shall provide such irrevocable instructions (with, for the avoidance of doubt, such instructions being in the form of a Joint Release Certificate, as defined below) as may be required to the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any make such claim, the term of the Escrow Agreement shall be extended, and the disbursement. The Escrow Agent shall continue to hold in escrow disburse the portion of the then Escrow Amount in dispute, the manner set forth in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all Section 5(h) below and as more particularly provided in the Escrow Agreement.follows:

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement amount in cash equal to $25,000,000 of the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) Closing Merger Consideration (the “Escrow Amount”) will be withheld and deposited by Parent in a separate account (the “Escrow Account”) with JPMorgan Chase Bank, NA (the “Escrow Agent”). The Escrow Amount will be held and distributed as provided in the Escrow Agreement and as described herein. The Escrow Amount will be held solely for the purpose of securing the post-Closing obligations of the Company Securityholders set forth in this Agreement (including the indemnification obligations of the Company Securityholders) and making any payments owed to Parent or the other Indemnified Persons pursuant to this Agreement. Subject to a reserve to the extent of any pending claims, the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Agreement will provide for the release of amounts remaining in the Escrow Account on the 18-month anniversary of the Closing; provided, however, that no amounts subject to unresolved claims will be released until such claims are resolved. Any release and payment of amounts remaining in the Escrow Account to Company Securityholders will be made in accordance with the Closing Consideration Spreadsheet, as updated in accordance with this Agreement. Each of Parent and the Company will pay 50% of all fees, costs and expenses of the Escrow AgentAgent with respect to the Escrow Account. All fees, which shall costs and expenses of the Paying Agent with respect to the Exchange Fund, will be paid by Parent. The Escrow Amount will be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Agreement pursuant to the terms thereof. The Escrow Amount shall will be held as a trust fund and will not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and will be held and disbursed solely for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for purposes and in respect accordance with the terms of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in this Agreement and the Escrow Agreement. On The approval of this Agreement and the date which is six (6) months after Merger by the Closing Date (as defined in Section 1.06 hereof)Company Securityholders will constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, fifty percent (50%) including the placement of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementescrow.

Escrow Amount. (a) At the Closing, Seller and Buyer shall enter into deliver to the Escrow Agent a portion of the Purchase Price in an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant amount equal to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) 5,000,000 (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof). All interest accruing on the The Escrow Amount shall be held in escrow in an interest bearing account, with accrued interest added to the Escrow Amount and shall be released as provided in this Section 2.3. The Escrow Amount shall be the sole source of funds available for any reduction to the benefit Purchase Price pursuant to the terms and conditions set forth in this Agreement. (b) If the Closing does not occur, Seller and Buyer shall jointly instruct the Escrow Agent to release the Escrow Amount to Buyer promptly following termination of Sellerthis Agreement in accordance with the terms and conditions set forth in this Agreement. (c) (i) Within thirty (30) days following the Closing Date, Buyer shall prepare and deliver to Seller a schedule (the “Adjustment Schedule”) setting forth its calculation of the aggregate amount of the reduction of the Purchase Price (the “Adjustment Amount”), if any, to be made pursuant to Section 5.1(h) hereof and describing in reasonable detail the basis therefor. (ii) Seller shall have fifteen (15) days following receipt of the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) during which to notify Buyer of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. Buyer and Seller shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, a final Adjustment Schedule (the “Final Adjustment Schedule”) shall be prepared in accordance with the agreement of Buyer and Seller and the calculation of the Adjustment Amount, if any, based thereon shall be final and binding on the parties. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not notify Buyer of any such dispute within such Indemnification Claimfifteen (15)-day period or notifies Buyer within such period that it does not dispute any item contained therein, or is determined the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) shall constitute the Final Adjustment Schedule and Buyer’s calculation of the Adjustment Amount, if any, based thereon shall be liable for final and in respect binding upon the parties. (iii) In the event Buyer and Seller are unable to resolve any dispute regarding the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) within fifteen (15) days following Buyer’s receipt of notice of such Indemnification Claim dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, a nationally recognized accounting firm selected jointly by Seller, the Official Committee of Unsecured Creditors, the Buyer and such party shall be disinterested (the “Referee”). In resolving any such dispute, the Referee shall consider only those items or amounts in the Adjustment Schedule as to which Seller has disagreed. The Referee’s determination of the disputed items or amounts in the Adjustment Schedule and the disputed Adjustment Amount, if any, together with any undisputed items or amounts in the Adjustment Schedule and the undisputed Adjustment Amount, if any, shall be final and binding on the parties and shall constitute the Final Adjustment Schedule. The Referee shall use commercially reasonable efforts to complete its work within fifteen (15) days following its engagement. All fees and expenses of the Referee shall be shared equally by Seller and Buyer. (iv) In the event Buyer does not timely deliver an Adjustment Schedule in accordance with Section 2.3(c)(i) or notifies Seller within such period that a court reduction of competent jurisdictionthe Purchase Price shall not be made, then Seller and Buyer shall jointly instruct the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in release the Escrow Agreement. On Amount to Seller as promptly as possible. (v) In the date which is six (6) months after the Closing Date (as defined event Buyer timely delivers an Adjustment Schedule in accordance with Section 1.06 hereof2.3(c)(i), fifty percent as promptly as possible following the determination of the Final Adjustment Schedule, Seller and Buyer shall jointly instruct the Escrow Agent to release (50%A) the Adjustment Amount, if any, to Buyer and (B) the remainder of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. (a) At the Closing, Seller Purchaser shall deposit with JPMorgan Chase, N.A. (the "Escrow Agent"), by wire transfer of immediately available funds, an amount equal to ten percent (10%) of the Enterprise Value (i.e., $17,300,000) (the "Escrow Amount"), such amount to constitute an escrow fund (the "Escrow Fund") to be governed in accordance with the terms of this Agreement and Buyer shall enter into an the escrow agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,2412.6(a) (the “"Escrow Amount”) with the Escrow AgentAgreement"), which shall be held by among Purchaser, the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on and the Sellers' Representative. (b) The Escrow Amount Fund shall be for the benefit of Sellerused to satisfy any amounts owed to Purchaser from Sellers pursuant to this Agreement, including indemnification amounts owed under ARTICLE IX. In the event Buyer makes a written claim or demand for indemnification under the net amount determined pursuant to Section 15 hereof (an “Indemnification Claim”)2.5(f) is owing to Purchaser, and Seller does such full amount is not dispute such Indemnification Claimreceived by Purchaser within the five (5) Business Day period provided in Section 2.5, or is determined to be liable for Purchaser and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Sellers' Representative shall jointly instruct the Escrow Agent to distribute such deficit amount to Purchaser from the Escrow Fund. Such deficit amount shall be promptly thereafter refunded into the Escrow Fund by any Common Equityholder who failed to make payment thereof directly to Purchaser in each such Common Equityholders' Pro Rata Share, and the Sellers' Representative shall pay take commercially reasonable measures to ensure the payment of such Indemnification Claim in full to Buyer, all as more particularly provided refund ("Escrow Refunds"). One-half (1/2) of the amount remaining in the Escrow Agreement. On Fund as of the date which is six (6) months after month anniversary of the Closing Date (as defined in Section 1.06 hereofthe "Initial Release Date"), fifty percent (50%) less, if applicable, the amount of any Escrow Refunds not made as of the Escrow Amount then Initial Release Date, shall be released to the Sellers' Representative no later than three (3) Business Days following the Initial Release Date and the amount remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by Fund as of the Escrow Agent to Seller. The Escrow Agreement shall expire upon day following the termination expiration of the Survival Period (the "Final Release Date") shall be released to the Sellers' Representative no later than three (3) Business Days following the Final Release Date; provided that if there are any claims under ARTICLE IX that are pending on the Initial Release Date or the Final Release Date, as defined in Section 15.01 hereof)applicable, the applicable portion (and immediately thereafter only the applicable portion) of the Escrow Agent Fund that is subject to any such claims shall pay not be released to the portionSellers' Representative until such applicable claims are finally resolved and satisfied or, in the case of claims pending as of the Initial Release Date, the Final Release Date, if later. Upon the final release of all the Escrow Fund, the Escrow Agreement shall terminate. All funds so released from the Escrow Fund to the Sellers' Representative (such amount(s), if any, the "Escrow Consideration") shall be distributed by the Sellers' Representative to all holders of the then remaining Escrow Amount not Shares outstanding on the Closing Date who are entitled to receive a portion of the consideration in dispute to Seller; provided, however, that if prior accordance with the provisions of this Agreement. Any fees owed to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term Escrow Agent and indemnification obligations under Section 8 of the Escrow Agreement shall be extendedborne equally between Purchaser on the one hand and the Common Equityholders on the other hand. (c) In order to assure that proper income and employment taxes and other amounts required to be withheld by law have been withheld and paid with respect to payments to Optionholders, Purchaser and Sellers' Representative shall jointly instruct the Escrow Agent to pay amounts that are otherwise due to the Optionholders under the Escrow Agreement to the Company (or appropriate entity) which shall continue promptly pay such amounts to hold the applicable Optionholders less applicable withholding taxes or other amounts required to be withheld by law. (d) The Escrow Fund shall be held as a trust fund and shall not be subject to any encumbrance, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in escrow accordance with the portion terms of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in this Agreement and the Escrow Agreement.

Escrow Amount. At Notwithstanding anything to the Closingcontrary contained herein: (a) Parent shall withhold from the Merger Consideration otherwise payable at Closing an amount of $12,000,000 (the “Escrow Amount”). On the Closing Date, Seller Parent shall cause the Escrow Amount to be delivered to an escrow agent reasonably satisfactory to Parent and Buyer shall enter into the Company (the “Escrow Agent”), pursuant to an escrow agreement in by and among Parent, the form attached hereto as Exhibit A Company, the Former Company Stockholders’ Agent and Escrow Agent (the “Escrow Agreement”) substantially in the form annexed hereto as Exhibit 3.2(a), pursuant . Such sum shall be paid to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent, which shall . The Escrow Amount will be held by the Escrow Agent in a segregated account as partial security for Seller’s indemnification the obligations under Section 15 hereofof the Former Company Stockholders to the Parent Indemnified Parties pursuant to the terms of Article XI of this Agreement. All interest accruing on the The Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid disbursed by the Escrow Agent pursuant to Seller. The Escrow Agreement shall expire upon the termination terms of the Survival Period Escrow Agreement. (as defined b) In addition to the Escrow Amount set forth in Section 15.01 hereof3.2(a) above, Parent shall withhold from the Merger Consideration otherwise payable at Closing an amount of $3,000,000 (the “Working Capital Escrow Amount”). On the Closing Date, and immediately thereafter Parent shall cause the Working Capital Escrow Amount to be delivered to the Escrow Agent pursuant to an escrow agreement by and among Parent, the Company, the Former Company Stockholders’ Agent and the Escrow Agent (the “Working Capital Escrow Agreement”) substantially in the form annexed hereto as Exhibit 3.2(b). Such sum shall pay be paid to the portionEscrow Agent on the Closing Date by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent. The Working Capital Escrow Amount will be held by the Escrow Agent as partial security for the obligations, if any, of the then remaining Former Company Stockholders to Parent pursuant to the terms of Section 3.3(f) of this Agreement. The Working Capital Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and disbursed by the Escrow Agent shall continue pursuant to hold in escrow the portion terms of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Working Capital Escrow Agreement.

Escrow Amount. At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on The Parties agree that the Escrow Amount shall be held and disbursed by Paying Agent under the following terms and conditions: (a) Through a disbursement notice signed only by Buyer, Buyer may draw upon the Escrow Amount to pay expenses not paid under GCSI's directors and officers liability policy, when presented for payment, (including, but riot limited to, attorneys' fees but excluding any allocation of costs of Buyer or GCSI salary or general overhead expenses) incurred by Buyer, GCSI or any of their subsidiaries or affiliates, in connection with investigating, defending, settling or prosecuting any action, suit, proceeding, declaratory judgment action, claim, counterclaim, dispute or litigation (other than claims covered under the benefit workers' compensation laws of Sellerthe State of Alabama) (individually or collectively, "Proceedings") which: (1) as of this date have a court docket number; or (2) (i) arise from claims, counterclaims, crossclaims or circumstances referenced in any Proceedings described in (1) above; and (ii) which are filed on behalf of any current or future claimant in such Proceedings described in (1) above or any similarly situated claimant in any future Proceedings. In Buyer shall give the event Buyer makes Escrow Committee advance notice of at least fifteen (15) business days prior to any such payments, along with copies of supporting invoices. The Escrow Committee shall have the right to object to any payment which it decides is not a written claim bona fide payment to a third party, and shall have the right to obtain reimbursement of such payments either from the payee or demand for indemnification under Section 15 hereof the party on whose behalf payment was made. (an “Indemnification Claim”b) The Escrow Amount may also be drawn upon to pay any or all of the following amounts, through a disbursement notice signed by a majority of the members of the Escrow Committee: (1) any deficiency in the Minimum Cash Amount as determined by the Final Closing Date Financial Statements; (2) unpaid obligations of GCSI (or amounts required to settle any such matters) set forth in subsections 5. 1 (b)(i), (ii) and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%iii) of the Merger Agreement, as determined by the Final Closing Date Financial Statements; and (3) amounts constituting or satisfying any and all actions, suits, proceedings, claims, liabilities, demands, settlements, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys' fees (whether or not incurred in connection with investigating, defending, settling or prosecuting any action, suit, proceeding or claim against Buyer GCSI, the ESOP, or any of their affiliates, officers, directors, trustees or employees or hereunder), incident to any Proceedings referred to in Section 6.12(a) above. (c) In its sole discretion, and through a disbursement notice signed only by Buyer, Buyer may, upon confirmation of irrevocable insurance coverage, without reservation, instruct Paying Agent to release an amount equal to the directors and officers insurance coverage in place and available to satisfy any amounts payable under each of the provisions of this Section 6.12. (d) The Escrow Amount then remaining shall, upon notice to the Paying Agent by Buyer, be drawn upon to satisfy any final non-appealable judgment, plus post-judgment interest, if applicable, against Buyer, GCSI, the ESOP or any of their affiliates, officers, directors, or trustees, or employees in escrow any Proceedings referred to in Section 6.12(a), to the extent not paid by directors and officers liability insurance coverage when presented for payment. (e) After (and not before) the earlier of. (1) a final, non-appealable resolution of all Proceedings referred subsection 6.12 (a) filed within three (3) years from the date hereof, (ii) a final non-appealable resolution of all claims arising from claims or circumstances described in any Proceedings which as of this date have a court docket number and which is binding, as a matter of law, on all Claimants; or (iii) three (3) years, in the event that no claims referred to in subsection 6.12 (a) are pending and no claims described in (e)(ii) above are filed within such three (3) year period; and upon finalization and payment of all matters to be determined under this Section 6.12 above, the Escrow Agreement Committee shall cause the Paying Agent to disburse the remainder of the Escrow Amount. Upon receipt of a disbursement notice signed by all members of the Escrow Committee, the Paying Agent shall pay to Buyer any amounts due under this Agreement, and not then subject thereafter, to an each GCSI Stockholder that has previously surrendered, or subsequently surrenders, such certificate(s) (other than certificates representing Dissenting Shares) a pro rata share (based on the number of issued and outstanding Indemnification Claim GCSI Shares immediately prior to the Effective Time) of the remaining Escrow Amount for each GCSI Share represented by the surrendered certificate(s), which amount shall be paid by Paying Agent within five (5) business days of receipt of the Escrow Agent to Sellerdisbursement notice. (f) For amounts referenced in subsections 6.12(b)(1) and (2), such amounts must exceed a threshold of $25,000.00 per item and such amounts may not exceed $2,000,000 in the aggregate. The Escrow Agreement shall expire upon is amended by adding the termination of the Survival Period (as defined in following Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.6.8(d):

Escrow Amount. (a) At the Closing, Seller Purchaser shall deposit Four Million Four Hundred Thousand and Buyer 00/100 Dollars ($4,400,000.00) of the Closing Cash (the “Escrow Amount”) into escrow pursuant to the Escrow Agreement. Wilmington Trust, N.A., as the escrow agent (the “Escrow Agent”), shall enter into hold the Escrow Amount and all interest and other amounts earned thereon in an escrow agreement account (the “Escrow Account”) for purposes of securing any amounts payable by the Selling Parties on account of any and all indemnification obligations under Section 6.1 hereof and certain other amounts payable hereunder in accordance with this Agreement and the form attached hereto as Exhibit A Escrow Agreement among Sellers, Purchaser and Escrow Agent (the “Escrow Agreement”). (b) Within three (3) business days following the twelve (12) month anniversary of the Closing Date (the “Initial Release Date”), pursuant a portion of the Escrow Amount equal to which Seller shall deposit Ninety Two Million Nine Hundred Thirty Three Thousand Two Three Hundred Forty-One Thirty Three and 33/100 Dollars ($90,2412,933,333.33), minus (x) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on amount of any Damages previously offset against the Escrow Amount pursuant to the Escrow Agreement and Section 6.5, minus (y) the amount of any costs and expenses previously paid out of the Escrow Account in accordance with this Agreement, and minus (z) the amount of any indemnity claims asserted by the Purchaser Indemnified Parties in good faith pursuant to Section 6.1 prior to the Initial Release Date and which remain in dispute as of the Initial Release Date (any amount described in clause (z) of this sentence, an “Initial Unresolved Amount”), shall be for released from the benefit Escrow Account and paid over to the Sellers by confirmed wire transfer of Sellerimmediately available funds, with the costs of such disbursement paid from the Escrow Account. In the event Buyer makes a written claim or demand for it is finally determined, in accordance with Article VI, that any Initial Unresolved Amount withheld from release pursuant to the preceding sentence is not subject to indemnification by the Selling Parties under Section 15 hereof 6.1, such amount shall be released from the Escrow Account and paid over to the Sellers, by confirmed wire transfer of immediately available funds, within three (an 3) business days following such determination. All remaining portions of the Escrow Amount (except for the amount of any indemnity claims asserted by the Purchaser Indemnified Parties in good faith pursuant to Section 6.1 prior to the Final Release Date and which remain in dispute (a “Indemnification ClaimContinuing Unresolved Amount”), ) and Seller does not dispute such Indemnification Claim, or is determined to any interest accrued thereon shall be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then released from the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full Account and paid over to Buyerthe Sellers, all as more particularly provided in the Escrow Agreement. On by confirmed wire transfer of immediately available funds, on the date which that is six eighteen (618) months after following the Closing Date (as defined the “Final Release Date”). Any Continuing Unresolved Amount withheld from release after the Final Release Date and finally determined not to be subject to indemnification by the Selling Parties in Section 1.06 hereof)accordance with this Agreement, shall be released to the Sellers by confirmed wire transfer of immediately available funds within three (3) business days following such determination. (c) Purchaser, on one hand, and the Sellers, on the other hand, shall each pay fifty percent (50%) of the Escrow Amount then remaining in escrow under fees, expenses and costs associated with establishing and maintaining the Escrow Account in accordance with this Agreement and not then subject the Escrow Agreement, provided that the costs of disbursements shall paid from the Escrow Account. (d) Purchaser and the Sellers agree to an outstanding Indemnification Claim shall be paid by promptly provide the Escrow Agent with jointly-executed written instructions to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter disburse or retain the Escrow Agent shall pay the portionAmount (or a portion thereof, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of as applicable) from the Escrow Account in accordance with this Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At Of the ClosingBase Ten Shares, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the “"Escrow Amount") will be retained by Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, counsel to Purchasers, (the "Escrow Agent") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement”. Subject to the terms of this Agreement and less any shares which shall be subject to recovery as provided in Section 1.5, (i) the shares constituting one-half of the Escrow Amount will be released by Escrow Agent to Almedica, not later than ten business days after the completion of thirteen full calendar months following the date of this Agreement (the "First Release Date"), pursuant and (ii) the shares constituting the balance of the Escrow Amount will be released by Escrow Agent to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) Almedica not later than ten business days after the second anniversary of the date of this Agreement (the “"Second Release Date"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount”) Amount will be held by Escrow Agent subject to the terms of this Section 1.5, but Almedica shall have all voting rights with respect to the shares of Base Ten's common stock comprising the Escrow Amount and any stock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, which but any such shares so issued as dividends shall be held subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow Agreement executed and delivered by them on the date hereof, provide joint written instructions to the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for First Release Date and the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined Second Release Date with respect to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) distributions of the Escrow Amount then remaining as set forth in escrow under the Escrow Agreement and not then Section 1.4, unless any such distribution is subject to an outstanding Indemnification Claim shall be paid by a dispute, in which case Base Ten and Almedica will follow the Escrow Agent to Seller. The Escrow procedures set forth in this Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), regarding notice and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account resolution of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Escrow Amount. At 2.4.1 The Buyer and the ClosingSeller have agreed that a portion of the Purchase Price corresponding to one million Brazilian Reais (R$ 1,000,000.00) (“Escrow Amount”), Seller which solely for reference purposes corresponds to two hundred and two thousand and thirty-two United States Dollars (USD 202,032,00) on the date prior to the signing, to be held for a period of up to twenty-four (24) months after the Closing Date, which shall serve as a guarantee for the full and timely payment of the amounts of any indemnifiable Losses under Section 6.1.1. 2.4.2 On the Closing Date, the Escrow Amount shall be deposited by the Buyer shall enter into an escrow agreement account opened in the form attached hereto as Exhibit A name of Seller with the Escrow Agent (“Escrow Account”), subject to the terms of this Agreement and the escrow agreement entered into by and between the Escrow Agent, the Seller and the Buyer on or prior to the Closing Date (“Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with . The costs for opening and maintaining the Escrow Agent, which Account shall be held borne by the Buyer. 2.4.3 Subject to the terms of the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on Agreement, the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided deposited in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim Account shall only be paid used by the Escrow Agent to Seller. (i) make payments in favor of the Buyer for Payable Losses owned by the Seller to the Buyer; and/or (ii) make payment in favor of the Seller pursuant the provisions of Section 2.4.6. 2.4.4 The Escrow Agreement Amount deposited in the Escrow Account shall expire upon be invested according to the termination Escrow Agreement. Any interest, dividends and other earnings from such investments shall be part of the Survival Period Escrow Amount and shall be accrued to the Escrow Amount. 2.4.5 Notwithstanding anything to the contrary in this Agreement, if any Buyer’s Indemnified Party is entitled to an indemnification pursuant to Section 6.1.1, without prejudice to any other right or remedy it or they may have, the Buyer shall deduct the amount of such indemnification from the Escrow Amount. 2.4.6 All amount held in the Escrow Account plus any gains and interests on investments related to such amount, deducted by any applicable Tax; less the amount of the Losses arising out of ongoing Direct Claim or a Third-Party Claim which Notice has been delivered (as defined in Section 15.01 hereof“Buyer’s Ongoing Claims”), pursuant to Section 6.5.3 (“Retained Amount”), shall be released to the Seller on the second (2nd) anniversary of the Closing Date. For clarification purposes, (a) within thirty (30) days before the end of the second (2nd) anniversary of the Closing Date, the Parties shall negotiate in good faith the amount to be retained of any Buyer’s Ongoing Claims, if there is any amount under dispute, however the amount to be retained shall never surpass the largest of the amounts under dispute (e.g. if plaintiff has claimed R$ 1,000.00 for indemnification and immediately thereafter the defendant has argued that the correct amount is R$ 500.00, the Retained Amount to be negotiated between the Parties under this Section shall not surpass R$ 1,000.00); and (b) if there is any Direct Claim or Third-Party Claim (i) that is, at such date, illiquid and, by its nature, the subject matter cannot give rise to a liquid Claim or (ii) without any amount under dispute, no amount shall be retained under this Section. In relation to item (i), if the Direct Claim or Third-Party Claim may give rise to a liquid Claim, the Parties shall negotiate in good faith if any amount should be retained and, if so, the respective amount to be retained following as provided for in item (a) of this Section. 2.4.7 The Retained Amount shall be retained in the Escrow Account after the second (2nd) anniversary of the Closing Date until Final Decisions in relation to all Buyer’s Ongoing Claims are reached. 2.4.8 After each Final Decision is reached, (i) any payments due from the Escrow Account to the Seller shall be released to bank accounts indicated by the Seller; and (ii) any payments due from the Escrow Account to the Buyer shall be released to the bank account to be indicated by Buyer. 2.4.9 Any releases from the Escrow Account shall only be made by the Escrow Agent shall pay upon prior joint written authorization from the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent Seller, which shall continue to hold in escrow the portion of the then Escrow Amount in disputenot be unreasonably withheld by either Parties, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreementwithout proper grounds and reasoning for doing so.