Common use of Escrow Arrangements Clause in Contracts

Escrow Arrangements. 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At the Closing(a) As set forth in Section 2.05(b), the Sellers Transaction Shares shall constitute security for the Transaction Shareholders’ indemnification obligations provided for in this Article X and shall be available to compensate the Purchaser shall enter into an escrow agreement in a form acceptable Parent Indemnified Parties, to the Sellers extent possible, for any claims made by such parties for any applicable Losses suffered or incurred by them and for which they are entitled to recovery under this Article X. Any and all Transaction Shares that are available in the Purchaser (Indemnity Escrow Account will be depleted before any Parent Indemnified Party seeks any additional amount from the "Escrow Agreement") Transaction Shareholders in connection with a claim pursuant to which this Article X. (b) The Transaction Shares shall be held in the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Indemnity Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months Account from the Closing Dateuntil 11:59 p.m., Central Time, on the second (2nd) anniversary of the Closing Date (the “Escrow Period”). The Parties agree to include instructions in the Escrow Agreement directing the Escrow Agent to: (i) promptly distribute 50% of the Transaction Shares and any funds earned thereon to the Transaction Shareholders after the initial twelve (12) months of the Escrow Period; (ii) promptly distribute the Transaction Shares to Parent at any time during the Escrow Period in accordance with the procedures of Section 10.04; and (iii) promptly distribute the remaining Transaction Shares to the Transaction Shareholders as soon as practicable following the termination of the Escrow Period; provided, however, that that, if there are any unsatisfied indemnification claims specified in any Claim Certificate delivered to the Sellers Escrow Agent and the Purchaser agree that fifty percent (50%) Shareholder Representative during the Escrow Period, and such indemnification claims remain unresolved as of the Escrow Funds proposed distribution date (net “Unresolved Claims”), then the portion of the amount of Indemnity Escrow Account that is subject to any pending claims) remaining following such Unresolved Claims (based on the payment Average Closing Price as of the Adjustment Amount, if any, shall be released within five (5) end of the second Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations Day prior to the Purchaser under distribution date) shall not be distributed from the Indemnity Escrow Account until such Unresolved Claims are finally resolved and satisfied. In the event of a conflict between the Escrow Agreement and this Agreement, including the payment by the Sellers terms of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, this Agreement shall be set forth in the Escrow Agreementgovern. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 (a) At the Closing, the Sellers closing Parent and the Purchaser Escrow Agent shall enter into an escrow agreement the Escrow Agreement substantially in a the form acceptable of Exhibit B hereto. At any time on or prior to June 30, 2010, Parent may deliver to the Sellers and the Purchaser Escrow Agent a written certificate (the "Escrow Agreement"a “Demand Certificate”) pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold demanding that the Escrow Amount together with Agent release to Parent all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for or a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) portion of the Escrow Funds (net Account in satisfaction of the amount that Parent states is so owed in satisfaction of any pending claims) remaining following Additional Liabilities. The Demand Certificate shall specify the aggregate amount of any such payment sought (the “Demand Amount”), shall describe in reasonable detail the basis for the demand, shall include payment instructions, and shall certify that Parent has contemporaneously delivered a copy of the Adjustment AmountDemand Certificate to Avigen Representative at the address set forth in Section 8.3. In no event shall the Escrow Agent be required to determine whether the detail thus provided in the Demand Certificate is in fact reasonable. For the avoidance of doubt, if anyonly one Demand Certificate may be delivered by Parent to the Escrow Agent. (b) Upon receipt of the Demand Certificate, Avigen Representative may request, and Parent shall be released promptly (and in any event within five (5) Business Days Days) provide, such further information and documentation available to Parent and reasonably required to verify and evaluate the Demand Amount specified in such Demand Certificate. Unless the Escrow Agent receives a written notice of objection which shall be signed by Avigen Representative (an “Avigen Representative Objection”) to a Demand Certificate within thirty (30) days after the parties date of receipt by the Escrow Agent and Avigen Representative of such Demand Certificate from Parent, the Escrow Agent shall release to Parent, in satisfaction of the Demand Amount stated in such Demand Certificate, all or a portion of the Second Payment Consideration in the Escrow Account equal to the full Demand Amount. An Avigen Representative Objection, if any, shall specify in reasonable detail Avigen Representative’s basis for objection and shall certify that Avigen Representative has contemporaneously delivered a copy of the Avigen Representative Objection to Parent at the address set forth in Section 8.3. In no event shall the Escrow Agent be required to determine whether the detail thus provided in the Avigen Representative Objection is in fact reasonable. (c) In any Avigen Representative Objection to a Demand Certificate, Avigen Representative may state an objection to all or a portion of the Demand Amount sought in such Demand Certificate. If Avigen Representative objects to only a portion of such amount, such Avigen Representative Objection shall instruct the Escrow Agent to release, and the Escrow Agent shall release to Parent, in satisfaction of the unobjected-to portion of the Demand Amount, a portion of the Second Payment Consideration in the Escrow Account equal to such unobjected-to portion. (d) If within 15 days after delivery of the Avigen Representative Objection, Parent and Avigen Representative shall be unable to resolve the dispute set forth in the Avigen Representative Objection, the Parent and Avigen Representative shall jointly retain ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Independent Accountants”), as long as the Independent Accountants have not provided, accounting, audit, consulting or any other services to either Parent or Avigen Representative or any of their respective affiliates or to any director or officer of either Parent or Avigen Representative or any of their respective affiliates thereof within the last two years, and if such accounting firm fails to satisfy the foregoing independence requirement then Parent and Avigen Representative agree on the Final Statement Independent Accountants will select an alternative nationally recognized firm of Working Capital certified public accountants in accordance with Section 2.2the United States that has not done so as the replacement “Independent Accountants. The Independent Accountants may request of Parent or Avigen Representative such documents and information as may be necessary or appropriate for proper determination of the amount to be deducted from the Second Payment Consideration, and Parent and Avigen Representative shall cooperate to promptly satisfy any such request. The Independent Accountants shall review such information, and shall, as promptly as practicable, and in no event later than 30 days following the date of their engagement, select either (x) the Demand Amount or (y) the Demand Amount, as adjusted by the amounts contested in the Avigen Representative Objection, as the one alternative that most closely reflects the numerical amount that the Independent Accountants believes is accurate (the “Selected Amount”). For the avoidance of doubt, the Independent Accountants may not make their own independent determination of the amount to be deducted from the Second Payment Consideration. The fees and expenses of the Independent Accountants shall be deducted from the Second Payment Consideration in the event that the Demand Amount is chosen as the Selected Amount and shall be paid by Parent if the Demand Amount is not chosen as the Selected Amount. The Escrow Funds will be used as security for Agent shall release to Parent, in full satisfaction of the Sellers' obligations related to the Purchaser under this AgreementDemand Amount, including the payment by amount which reflects any adjustments resulting from the Sellers Selected Amount. (e) As promptly as practicable following receipt of the Adjustment Demand Certificate or June 30, 2010 if no Demand Certificate is delivered, the Escrow Agent shall release the Second Payment Consideration less the Demand Amount, if any, as follows: with respect to shares of Company Common Stock for which the Cash Consideration was elected (including 50% of all Non-Election Shares in accordance with Section 1.6), the Escrow Agent shall pay to each Holder his pro rata portion of such amount in cash as promptly as practicable and with respect to shares of Company Common Stock for which the Convertible Notes Consideration was elected (including 50% of all Non-Election Shares in accordance with Section 1.6), the Escrow Agent shall pay to the trustee under the Trust Agreement the aggregate portion of such amount attributable to such shares of Company Common Stock as promptly as practicable; provided, that if the conversion feature set forth in Article Ten of the Indenture has been eliminated pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations 10.03(7) such payment shall be made to each Holder in cash. (f) As promptly as practicable following the determination of the parties Selected Amount by the Independent Accountants, the Escrow Agent shall release any difference (to the extent such difference is positive) between the Demand Amount and the Selected Amount as follows: with respect to shares of Company Common Stock for which the Cash Consideration was elected (including 50% of all Non-Election Shares in accordance with Section 1.6), the Escrow FundsAgent shall pay to each Holder his pro rata portion of such amount in cash as promptly as practicable and with respect to shares of Company Common Stock for which the Convertible Notes Consideration was elected (including 50% of all Non-Election Shares in accordance with Section 1.6), and the disbursement of the Escrow FundsAgent shall pay to the trustee under the Trust Agreement the aggregate portion of such amount attributable to such shares of Company Common Stock as promptly as practicable; provided, shall be that if the conversion feature set forth in Article Ten of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") Indenture has been eliminated pursuant to which the Purchaser and the Sellers Section 10.03(7) such payment shall appoint the Escrow Agent be made to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described each Holder in Schedule 2.4cash.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered into among the Parent, the Sellers Buyer, Global and the Purchaser Escrow Agent, $4,000,000 of the Purchase Price pursuant to Section 2.3(c) shall enter into an escrow agreement in a form acceptable be delivered to the Sellers and the Purchaser Escrow Agent at Closing in cash. Such cash (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amountwhich, together with such any interest and other incomeaccrued thereon, is hereinafter referred to as the “Escrow Sum”) shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Parent to Buyer pursuant to Section 2.8 (at any time during the Escrow Period) or the Sellers’ indemnification obligations under Article VIII below. Within three (3) Business Days after the Closing Statement Review becomes final and binding on the parties pursuant to Sections 2.7 and 2.8 below, such remaining portion of the Escrow Sum in excess of $1,000,000 not theretofore subject to an unresolved claim of Buyer pursuant to the Escrow Agreement or paid to Buyer in accordance with the terms of the Escrow Agreement and this Agreement shall be disbursed to the Parent. At the conclusion of the period ending on the first anniversary of the Closing Date (such period being referred to herein as the "“Escrow Funds") for a period of eighteen (18) months from the Closing Date; providedPeriod”), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net Sum not theretofore subject to an unresolved claim of Buyer pursuant to the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Escrow Agreement in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement and this Agreement shall be set forth disbursed to the Parent in accordance with the Escrow Agreement. 2.4.2 At . The Parent and Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At (a) The Escrow Fund shall be available to indemnify, compensate and reimburse the ClosingIndemnified Parties for any Damages for which they are entitled to recover in accordance with the terms of this Article 10 and Article 11, which will occur through the delivery of the applicable portion of the Escrow Fund to Parent in accordance with the terms of this Section 10.7(a). Any Damages that are to be satisfied through the delivery of any portion of the Escrow Fund to Parent pursuant to this Article 10 or Article 11 shall be satisfied by delivery to Parent, on behalf of the Indemnifying Parties, of Escrow Shares and Escrow Cash with a value equal to the applicable Damages, which shares and cash will be delivered in the same proportion as the Escrow Shares and Escrow Cash were held back and contributed to the Escrow Fund from the Indemnifying Parties in accordance with Sections 2.3(c) and (d). In addition to, and not in limitation of, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationimmediately preceding sentence, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold any portion of the Escrow Amount together to be delivered to Parent with all interest respect to any Indemnifying Party who is party to a Restriction Agreement shall be based on the relative portion of Escrow Cash and other income thereon Escrow Shares in each of the following subclauses (i) through (iii) at the time such claim is to be satisfied: (i) such Indemnifying Party’s Escrow AmountCash, together (ii) such Indemnifying Party’s Escrow Shares that have vested under the terms of the applicable Restriction Agreement at the time such forfeiture is to occur and (iii) such Indemnifying Party’s Escrow Shares that remain subject to vesting under the applicable Restriction Agreement at the time such delivery is to occur. For the avoidance of doubt, with respect to any Indemnifying Party which is an Unaccredited Investor, such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) Indemnifying Party’s portion of the Escrow Funds Amount shall be withheld only as Escrow Cash and any amounts released to such Indemnifying Party from the Escrow Amount shall be in the form of Escrow Cash. (net b) As soon as reasonably practicable following the Expiration Date, Parent and Representative, subject to Section 10.7(c) and Section 10.8, will jointly direct the Escrow Agent to deliver to the Exchange Agent for further distribution to the Indemnifying Parties the portion of the amount of any pending claims) remaining following the payment of the Adjustment AmountEscrow Fund, if any, shall be released within five (5) Business Days after that has not previously been delivered to Parent less the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement portion of the Escrow FundsFund having a value equal to the amount that may be necessary to satisfy all unresolved, shall be set forth unsatisfied or disputed Claims for Damages specified in any Notice of Claim delivered to the Representative before the Expiration Date (based on the total maximum amount of Damages then being claimed by Indemnified Parties in such unresolved, unsatisfied or disputed Claims). If any Claim is unresolved, unsatisfied or disputed as of the Expiration Date, then the Escrow Agreement. 2.4.2 At Agent shall retain possession and custody of the Closingportion of the Escrow Fund with a value that equals the total maximum amount of Damages then being claimed by Indemnified Parties in all such unresolved, unsatisfied or disputed Claims, and as soon as all such Claims have been resolved and all amounts owed to the Sellers Indemnifying Parties paid therefrom, Parent and the Purchaser shall enter into an escrow agreement in a form acceptable Representative shall, subject to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint Section 10.8, jointly direct the Escrow Agent to receive and hold deliver such remaining amounts to the Settlement Exchange Agent for further distribution to the Indemnifying Parties. (c) Each delivery of any portion of the Escrow Amount together to Indemnifying Parties pursuant to Section 10.7(b) shall be made by the Exchange Agent in proportion to the Indemnifying Parties’ respective Pro Rata Shares of the Escrow Amount being delivered, with all interest the Escrow Cash and other income thereon (Escrow Shares so delivered to a particular Indemnifying Party to be based on the Settlement Escrow Amount, together with such interest and other income, is referred to herein same proportion as the "Settlement Escrow Funds"Cash and Escrow Shares (if any) for a period of two (2) years were held back and delivered to the Escrow Agent from the Closing DateIndemnifying Party in accordance with Sections 2.3(c) and (d), as applicable. The Settlement Any Escrow Funds will Shares to be used so delivered to a particular Indemnifying Party shall be rounded down to the nearest whole number of shares, and any Escrow Cash shall be rounded down to the nearest cent. Notwithstanding the foregoing, any Escrow Shares that are subject to the Restriction Agreement that have not yet vested as security for the obligations of the Sellers described date such shares would otherwise be delivered by the Exchange Agent to the applicable Indemnifying Party pursuant to this Section 10.7(b) shall be retained by Parent unless and until such time as such shares vest in Schedule 2.4accordance with the terms of the Restriction Agreement. (d) For purposes of this Article 10 and Article 11, including in determining the number of Escrow Shares to be released from the Escrow Fund to Parent, each Escrow Share shall be deemed to have a value equal to the Reference Price (as adjusted to appropriately reflect any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change with respect to Parent Common Stock occurring after the Effective Time).

Escrow Arrangements. 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement"a) pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser The Parties agree that fifty an aggregate amount equal to ten percent (5010%) of the Aggregate Purchase Price, as apportioned among the Selling Shareholders as set out in Column 5 of Schedule II (including Appendix A thereto) (the “Tax Escrow Funds Amount”), shall be deducted from the Aggregate Purchase Price payable at Closing and deposited in an escrow account (the “Tax Escrow Account”) at the Closing pursuant to an escrow agreement (the “Escrow Agreement”) to be entered into among JPMorgan Chase Bank, N.A. (the “Escrow Agent”), Purchaser and the Shareholders Representative. Purchaser and the Shareholders Representative shall enter into the Escrow Agreement with the Escrow Agent as promptly as practicable following the date hereof. Any administrative fees and expenses of the Escrow Agent (“Tax Escrow Fees”) will be paid using funds distributed from the Tax Escrow Account (for the avoidance of doubt, each Selling Shareholders’ obligation to the Tax Escrow Fees shall be several but not joint). The Tax Escrow Fees will be allocated among each of the Selling Shareholders in accordance with its Seller Pro Rata Share thereof. After a Selling Shareholder (or Purchaser, on behalf of such Selling Shareholder) has filed the Tax Returns in accordance with Section 7.08, the relevant Tax Escrow Amount allocated to such Selling Shareholder (net of the amount of any pending claims) remaining following the payment such Selling Shareholder’s allocated portion of the Adjustment Amount, if any, Tax Escrow Fees) shall be (and Purchaser shall deliver written instructions to instruct the Escrow Agent to cause the relevant Tax Escrow Amount to be): (i) released and paid to the Relevant PRC Tax Authority to settle any Selling Tax of such Selling Shareholder directly from the Tax Escrow Account pursuant to written instruction by Purchaser to the Escrow Agent, subject to the prior written consent of such Selling Shareholder or the Shareholders Representative, within five (5) Business Days after Purchaser has received an explanation letter prepared by the parties Qualified Tax Advisor together the account details of the tax collection account of such Relevant PRC Tax Authority, with any balance remaining out of such relevant portion of the Tax Escrow Amount to be concurrently released and distributed to such Selling Shareholder within ten (10) Business Days thereafter, (ii) released and distributed to such Selling Shareholder within ten (10) Business Days after Purchaser has received the tax payment receipt (“税收缴款书” in Chinese) or such other adequate evidence to its reasonable satisfaction that such Selling Shareholder has fully paid the relevant Selling Tax, or (iii) released and distributed to such Selling Shareholder within ten (10) Business Days after Purchaser has received adequate evidence to its reasonable satisfaction that no such Taxes are required to be paid by such Selling Shareholder in connection with the Transactions. (b) The Parties further agree on that an aggregate amount equal to nine percent (9%) of the Final Statement Aggregate Purchase Price, as apportioned among each Selling Shareholder as set out in Column 6 of Working Capital Schedule II (including Appendix A thereto) (the “Audit and Indemnity Escrow Amount”), shall be deducted from the Aggregate Purchase Price payable at Closing and deposited in an escrow account (the “Audit and Indemnity Escrow Account”) at the Closing pursuant to the Escrow Agreement. Any administrative fees and expenses of the Escrow Agent (“Audit and Indemnity Escrow Fees”) will be paid using funds distributed from the Audit and Indemnity Escrow Account (for the avoidance of doubt, each Selling Shareholders’ obligation to the Audit and Indemnity Escrow Fees shall be several but not joint). The Audit and Indemnity Escrow Fees will be allocated among each of the Selling Shareholders in accordance with its Seller Pro Rata Share thereof. The Escrow Agent shall make disbursements from the Audit and Indemnity Escrow Account pursuant to written instruction by Purchaser to the Escrow Agent in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to 2.05 and Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement9.04. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At (a The $6,200,000.00 (six million two hundred thousand dollars) payment to the Closing, Escrow Agent described in Section 3.1(b) shall be held in escrow pursuant to the Sellers Escrow Agreement and shall be used to establish the Purchase Price Escrow Fund and the Purchaser shall enter into an escrow agreement in a form acceptable Indemnity Escrow Fund, respectively, and to fund any amounts due and payable to the Sellers Buyer pursuant to Section 3.3 and the Purchaser any Section 12.1 Obligations, respectively (collectively, the "Escrow AgreementDeductions") pursuant to which the Purchaser ). The Buyer and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable Harvard Parties agree to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) terms of the Escrow Funds Agreement as if they were fully written herein. (net b Both the Seller and the Buyer will respond promptly to requests to approve statements delivered by the Buyer or the Seller to the Escrow Agent pursuant to the Escrow Agreement which are consistent with the terms of this agreement. In the event of an objection by the Seller or the Buyer to a withdrawal or proposed withdrawal which is finally resolved against the Seller or the Buyer, the Harvard Parties or the Buyer shall pay to the Buyer or the Seller, as applicable, upon resolution of such dispute, an amount equal to annual interest at the base rate of Bank of America, N.A. plus two percent on any amount requested and unpaid pending resolution of the objection from the date which is 10 days after the date on which the statement requesting such withdrawal was delivered to the Seller or the Buyer, as applicable, until payment is made. (c Interest on any amount of any pending claims) remaining following held by the payment Escrow Agent under the Escrow Agreement shall be the sole property of the Adjustment Amount, if any, Seller and shall not be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations available to the Purchaser pay claims under this Agreement, including except to the payment extent that the Fund has incurred any losses as a result of any investment, and shall be distributed quarterly to the Seller. The Buyer and the Seller acknowledge and agree that for federal and state income tax purposes, the amount earned on any investment of the Fund, or portion thereof, is for the benefit of the Seller and shall be received by Escrow Agent as the nominee of the Seller and that such amount shall be the income of the Seller for federal and state income tax purposes. The Escrow Agent shall be directed to file all reports and returns required to be filed by the Sellers Escrow Agent (including IRS Form 1099) with the appropriate taxing authorities reflecting that the income earned on the Fund is the income of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9Seller. The rights and obligations of the parties with respect Seller shall provide to the Escrow Funds, and Agent such information regarding the disbursement of Seller as may be necessary to enable the Escrow Funds, shall be set forth Agent to make any required tax filings in connection with the Escrow Agreement. 2.4.2 At (d Within ten (10) business days after the Closingfinal determination of the Adjusted Book Value as of the Closing Date in accordance with Section 3.3(a), the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent shall pay from the Purchase Price Escrow Fund to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (Seller or the Settlement Escrow AmountBuyer, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds"case may be, the amount(s) for a period specified in Section 3.3(c). (e On the first anniversary of two (2) years from the Closing Date. The Settlement , the Escrow Funds will Agent shall pay to the Seller the lesser of (A) $2,200,000.00 (two million two hundred thousand dollars) and (B) an amount equal to $3,700,000.00 (three million seven hundred thousand dollars) less the sum of (i) any Escrow Deduction previously paid to the Buyer or then due and payable to the Buyer and (ii) any additional amounts claimed by the Buyer and disputed by the Seller in accordance with the Escrow Agreement or any additional amounts that the Buyer stated it may incur due to any Section 12.1 Obligation, which amounts shall be used as security for held by the obligations Escrow Agent until due and payable, to either the Buyer or the Seller pursuant to the terms of the Sellers described Escrow Agreement. (f On the second anniversary of the Closing Date, the Escrow Agent shall pay to the Seller any amounts remaining in Schedule 2.4the Fund less an amount equal to the sum of (i) any Escrow Deduction due and payable to the Buyer, and (ii) any additional amounts claimed by the Buyer and disputed by the Seller in accordance with the Escrow Agreement or any additional amounts that the Buyer stated it may incur due to any Section 12.1 Obligation, which amounts shall be held by the Escrow Agent until due and payable, to either the Buyer or the Seller pursuant to the terms of the Escrow Agreement. (g The Escrow Agent's fee, for its services under the Escrow Agreement shall be paid 50% by the Buyer and 50% by the Harvard Parties.

Escrow Arrangements. 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement 8.1 Subject in a form acceptable each case to the Sellers provisions of Clauses 7.6 and 7.7:- 8.1.1 on the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) first anniversary of the Escrow Funds (net Completion Date, £224,344 plus an amount equal to 10 per cent of the amount paid into the Escrow Escrow Account pursuant to Clause 6.1.2 shall be paid from the Escrow Escrow Account to the Vendors’ Solicitors’ Client Account (or such other account as may have been nominated by the Institutional Vendors’ Representatives) and shall be apportioned between the Institutional Vendors (excluding the Quester Funds) in accordance with their Cash Earnout Entitlement; 8.1.2 on the second anniversary of the Completion Date, £224,344 plus an amount equal to 10 per cent of the amount paid into the Escrow Escrow Account pursuant to Clause 6.1.2 shall be paid from the Escrow Escrow Account to the Vendors’ Solicitors’ Client Account (or such other account as may have been nominated by the Institutional Vendors’ Representatives) and shall be apportioned between the Institutional Vendors (excluding the Quester Funds) in accordance with their Cash Earnout Entitlement; and 8.1.3 on the third anniversary of the Completion Date, £224,344 plus an amount equal to 10 per cent of the amount paid into the Escrow Escrow Account pursuant to Clause 6.1.2 shall be paid from the Escrow Escrow Account to the Vendors’ Solicitors’ Client Account (or such other account as may have been nominated by the Institutional Vendors’ Representatives) and shall be apportioned between the Institutional Vendors (excluding the Quester Funds) in accordance with their Cash Earnout Entitlement. 8.2 Upon any pending claims) remaining following the payment of interest or principal being made to the Adjustment Amount, if any, holder of an Escrow Loan Note an amount equal to such payment shall be released within five (5) Business Days after from the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations Escrow Account to the Purchaser under this Agreement, including Purchaser. Upon the payment by the Sellers redemption of all of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of outstanding Escrow Loan Notes the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth entire amount remaining in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser Escrow Account shall enter into an escrow agreement in a form acceptable be released to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4Purchaser.

Escrow Arrangements. 2.4.1 (i) At the Closing, 60,000 Infodata Shares (plus any additional New Shares (as defined below) as may be issued in respect thereof after the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (Closing)(collectively, the "Escrow AgreementShares") pursuant will be delivered to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationdeposited with SETTLEMENTCORP of Washington, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent D.C. (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon which deposit shall constitute a fund (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow FundsFund") for a period to be governed by the terms of eighteen (18the agreement dated as of the Effective Date attached hereto as EXHIBIT 10.01(b) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) at Infodata's sole cost and expense. The portion of the Escrow Funds (net Shares deposited on behalf of each of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree Shareholders is listed opposite such Shareholder's name on the Final Statement of Working Capital in accordance with Section 2.2attached EXHIBIT 10.01(b)(i). The Escrow Funds will Fund shall be used available to compensate Infodata and its Affiliates for any Losses incurred as security a result of any breach by AMBIA, SPI or the Shareholders of any representation, warranty, covenant or agreement contained herein. Nothing herein shall limit the liability of AMBIA, SPI or the Shareholders for any breach of any such representation, warranty, covenant or agreement if the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9Merger does not close. The rights and obligations of the parties with respect Resort to the Escrow Funds, and the disbursement of the Escrow Funds, Fund shall be the exclusive contractual remedy of Infodata and its Affiliates for any such breaches and misrepresentations if the Merger does close; PROVIDED, HOWEVER, that nothing herein shall limit any noncontractual remedy for willful or intentional misconduct or for gross misrepresentations. (ii) Subject to the requirements set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and Escrow Fund shall remain in existence until the Purchaser shall enter into an escrow agreement in a form acceptable to second anniversary date of the Sellers and the Purchaser Effective Date (the "Settlement Escrow AgreementPeriod") pursuant to which ). Following the Purchaser and first anniversary date of the Sellers shall appoint Effective Date, the Escrow Agent shall release from the Escrow Fund and distribute to receive the Shareholders Twenty Thousand (20,000) of the Escrow Shares; PROVIDED, HOWEVER, that the number of Escrow Shares, which, in the manner and hold on the Settlement terms set forth in the Escrow Amount together Agreement, are necessary to satisfy any unsatisfied pending claims existing as of the first anniversary date of the Effective Date, shall remain in the Escrow Fund until such claims have been resolved. Upon expiration of the Escrow Period, the Escrow Fund shall terminate with respect to the Escrow Shares remaining in the Escrow Fund; PROVIDED, HOWEVER, that the number of Escrow Shares, which, in the manner and on the terms set forth in the Escrow Agreement, are necessary to satisfy any unsatisfied pending claims existing as of the last date of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved. As soon as all interest such claims have been resolved, the Escrow Agent shall deliver to the Shareholders all Escrow Shares and other income thereon property remaining in the Escrow Fund not required to satisfy such claims. (the Settlement iii) Any shares of Infodata Common Stock or other equity securities issued or distributed by Infodata (including shares issued upon a stock split) in respect of Escrow Amount, together with such interest and other income, is referred to herein as the Shares ("Settlement Escrow FundsNew Shares") for remaining in the Escrow Fund shall be added to the Escrow Fund and shall become a period of two part thereof. (2iv) years from Any Escrow Shares that are retained in the Closing Date. The Settlement Escrow Funds will Fund to satisfy claims arising hereunder shall not be used delivered to the Shareholders, but shall be delivered to Infodata as security for soon as such claims have been resolved, in accordance with the obligations terms of the Sellers described in Schedule 2.4Escrow Agreement.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered ------------------- into among Stockholders, BSG Parent, the Sellers Company, ▇▇▇▇▇▇ Holdings and the Purchaser Escrow Agent, $3,500,000 of the Redemption Price shall enter into an escrow agreement in a form acceptable be delivered to the Sellers and the Purchaser Escrow Agent at Closing (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationsuch monies paid, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (accrued thereon, is hereinafter referred to as the "Escrow Sum"). The Escrow Sum shall be held pursuant to the terms of the Escrow AmountAgreement for payment from such Escrow Sum of the amounts, together if any, owing by BSG Parent to ▇▇▇▇▇▇ Holdings or the Company pursuant to the provisions of the Net Working Capital Adjustment and the indemnification provisions of Article VIII below. The Escrow Sum shall be ------------ reduced to an amount equal to (i) $1,500,000 (plus any good faith indemnification or Net Working Capital Adjustment claims then pending against the Escrow Sum) within five days after the 90th day following the Closing Date and (ii) $1,000,000 (plus any good faith indemnification or Net Working Capital Adjustment claims then pending against the Escrow Sum) within five days after the 120th day following the Closing Date. To the extent claims against the Escrow Sum are determined in favor of the Stockholders or BSG Holdings, as appropriate, all amounts reserved against the Escrow Sum in connection with such interest and other incomeclaims shall be remitted by the Stockholders or BSG Parent, is as appropriate, as soon as practicable following any such determination. On the first anniversary of the Closing Date (such one-year period being referred to herein as the "Escrow FundsPeriod") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of Sum not theretofore claimed by or paid to ▇▇▇▇▇▇ Holdings or the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Company in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to BSG Parent. All disbursements at the expiration of the Escrow Period shall be paid in cash to BSG Parent at its account set forth in Exhibit G --------- as updated from time to time. Stockholders, BSG Parent, the Company and ▇▇▇▇▇▇ Holdings agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable 2.1 The parties hereto hereby appoint MeesPierson Trust B.V. as Escrow Agent to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together Shares in its own name subject to the terms and conditions of this Agreement. 2.2 The parties hereto agree that the Parent shall issue the Escrow Shares directly to the Escrow Agent (in lieu of to the Shareholder as contemplated in the Merger Agreement), and that the Escrow Agent will hold the Escrow Shares in its own name subject to the terms and conditions of this Agreement. 2.3 The Shareholder hereby agrees that, pursuant to this Agreement, the General Escrow Shares shall secure, and to the extent provided hereby, the Shareholder shall be liable for (i) any claims for breach of representations, warranties or covenants in this Agreement which Parent or UPC may have against the Company, or (ii) any claims for breach of representations, warranties or covenants in the Shareholders Agreement, which Parent or UPC may have against the Company or any Shareholders. The Shareholder hereby waives any right of recourse he/she may have against the Company resulting from a payment made in relation to a breach by the Company of a representation or covenant in the Merger Agreement. 2.4 The Shareholder hereby agrees that, pursuant to this Agreement, the Litigation Escrow Shares shall secure, and to the extent provided hereby, the Shareholder shall be liable for all losses, liabilities, damages, costs and expenses incurred by the Company, Parent or UPC resulting from or in connection with all interest the Gerzof Litigation, including, without limitation, attorneys fees and other income thereon (defense costs, amounts paid in settlement and amounts pursuant to judgement. The Shareholder hereby waives any right of recourse he/she may have against the Company, UPC or the Parent resulting from a payment made in relation to the Gerzof Litigation. 2.5 Each of the parties hereto agrees to indemnify the Escrow AmountAgent against any loss it may suffer as a result of, together with or through a breach of, any of the terms hereof by such party. 2.6 The Escrow Agent shall have no right or liability whatsoever to transfer or otherwise dispose of or grant any interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) in any of the Escrow Funds (net Shares except in accordance with the terms and conditions of this Agreement. 2.7 The voting rights in respect of the amount of any pending claims) remaining following Escrow Shares held by the payment Escrow Agent shall be exercised by or on behalf of the Adjustment AmountShareholders or the Shareholders Representative (as defined in the Shareholders Agreement) in his capacity as authorized agent of the Shareholders. 2.8 The dividend rights in respect of the Escrow Shares, if any, shall be released within five distributed currently to the Shareholders, provided, however, that any dividend rights in respect of the Escrow Shares payable in additional shares of Parent shall be collected by the Escrow Agent and held in escrow together with the Escrow Shares. 2.9 The Shareholder shall have no right, title or interest to and in the Escrow Shares except only for such rights to have such Escrow Shares (5in whole or in part) Business Days after the parties agree on the Final Statement of Working Capital transferred to it in accordance with Section 2.2. The and subject to the terms of this Agreement, and the Shareholder herewith irrevocably waives any further rights to the Escrow Funds will be used as security Shares which he might have had but for the Sellers' obligations provisions of this Agreement. 2.10 Neither UPC nor the Parent shall have any right, title or interest to and in the Escrow Shares except only for such rights to have such Escrow Shares (in whole or in part) transferred to it in accordance with and subject to the Purchaser terms of this Agreement in satisfaction of a General Claim Amount or Litigation Claim Amount, and each of UPC and the Parent herewith irrevocably waives any further rights to the Escrow Shares which it might have had but for the provisions of this Agreement. 2.11 The Parent, UPC and the Escrow Agent shall take all necessary corporate action to give effect to the provisions of this Agreement. 2.12 The parties acknowledge and agree that upon the commencement of any claim involving a third party giving rise to a claim under this Agreement, including UPC shall, if a claim in respect thereof is to be made against the payment by Escrow Shares, notify the Sellers Shareholders Representative in writing of the Adjustment Amountclaim, if anythe commencement of that action or state of facts or circumstances; provided that the failure to notify the Shareholders Representative shall not relieve the Shareholders from any liability which it may have to UPC, pursuant except to Section 2.3.3 and Sellers' indemnification obligations under Article 9the extent that such failure to notify shall materially prejudice the defense of such claim. The rights and obligations In the case of the parties Gerzof Litigation, or in the event any other claim shall be brought against the Escrow Shares, UPC shall notify the Shareholders Representative and the Shareholders Representative shall be entitled to control the defense of such claim, settlement or other disposition of any such claim (and shall give notice to that effect to UPC) with counsel reasonably satisfactory to the Shareholders Representative and UPC. With respect to the Escrow Fundsdefense of any such claim controlled by the Shareholders Representative, if requested by the Shareholders Representative, UPC shall provide the funds to defend such claims and any such fees or expenses shall be included in the disbursement Litigation Claim Amount or General Claim Amount, as the case may be, as stated in Section 3 of this Agreement. UPC reserves the right to retain its own counsel in connection with the observation or coordinated defense of any claim (including the Gerzof Litigation). However, no amounts for separate counsel of UPC shall be included in the Litigation Claim Amount or General Claim Amount in the event that the Shareholders Representative elects to control the defense of any such claim with counsel reasonably satisfactory to UPC. For the avoidance of doubt, in the event the Shareholders Representative does not elect to control the defense of any such claim, all fees and expenses incurred by UPC shall be included in the Litigation Claim. The parties agree that no settlement or other disposition of any claim giving rise to a disposition of the Escrow Funds, Shares shall be set forth in made without the Escrow Agreement. 2.4.2 At prior written consent of the Closing, the Sellers Shareholders Representative and the Purchaser shall enter into an escrow agreement in a form acceptable UPC. The parties each agree to render to the Sellers other parties such assistance as may reasonably be requested in order to insure the proper and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with adequate defense of any such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4claim or proceeding.

Escrow Arrangements. 2.4.1 At Pursuant to the Closingterms and conditions of the Escrow Agreement to be entered into among the Sellers' Representatives, Buyer and the Escrow Agent, the Sellers and the Purchaser Buyer shall enter into deposit $500,000 in cash in an escrow agreement account with the Escrow Agent at Closing in a form acceptable immediately available funds. Such monies (which is hereinafter referred to the Sellers and the Purchaser (as the "Escrow AgreementSum") shall be held pursuant to which the Purchaser and terms of the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable Escrow Agreement to satisfy the amounts to be retained by Buyer pursuant to the Sellers and indemnification provisions of Article VIII below as well as to secure Buyer's obligation to make the Purchaser, as Contingent Cash Payment to Sellers. At the escrow agent conclusion of the period ending on the first anniversary of the Closing Date (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is period being referred to herein as the "Escrow FundsPeriod") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) any remaining portion of the Escrow Funds (net Sum not theretofore paid to Buyer in accordance with the terms of the Escrow Agreement or subject to a pending claim under the Escrow Agreement and this Agreement shall be disbursed to the Sellers as the Contingent Cash Payment. In addition, when and as the Contingent Cash Payment is paid to the Sellers, Buyer shall also pay Sellers interest on the amount of any pending claimssuch payment, calculated at the rate of 5.41% per annum, compounded semi-annually, for the period from the Effective Time to the date of payment. The Contingent Cash Payment (plus interest thereon as provided in this subsection) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after allocated among the parties agree Sellers as provided in the Allocation Schedule. All interest generated by the Escrow Sum with the Escrow Agent shall be paid to Buyer or utilized to satisfy the interest payable by Buyer on the Final Statement of Working Capital in accordance with Section 2.2Contingent Cash Payment. The Escrow Funds Sellers and Buyer agree that each will be used execute and deliver such reasonable instruments and documents as security for the Sellers' obligations are furnished by any other party to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant enable such furnishing party to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement receive those portions of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered into among Sellers, Buyer and the Escrow Agent, the Sellers and portion of the Purchaser Purchase Price specified in Section 2.3(b) shall enter into an escrow agreement in a form acceptable be delivered to the Sellers and the Purchaser Escrow Agent at Closing in immediately available funds. Such monies (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationwhich, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest accrued thereon and other income thereon (amounts paid thereon, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow AmountAgreement for payment from such Escrow Sum of the amounts, together if any, owing by Sellers to Buyer pursuant to the indemnification provisions of Article VIII below. Promptly following, but in any event within ten (10) business days of the final delivery of the Audited Closing Financial Statements (as defined in Section 2.6), the difference between Two Hundred Thousand Dollars ($200,000) and the aggregate amount (if any) claimed by or paid to the Buyer on or before such date in accordance with the terms of the Escrow Agreement and this Agreement shall be disbursed to Sellers in accordance with the allocations set forth on Exhibit G. At the conclusion of the period ending on the first anniversary of the Closing Date (such interest and other income, is period being referred to herein as the "Escrow FundsESCROW PERIOD") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Sum not theretofore claimed by or paid to Buyer in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement and this Agreement shall be disbursed to Sellers in accordance with the allocations set forth in on Exhibit G. S▇▇▇▇▇▇ ▇▇▇ Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At the 20.1 As soon as reasonably practicable following Closing, and in any event within 5 Business Days of Closing: i. the Sellers Seller shall deliver to the Purchaser and the Escrow Agent, the Escrow Agreement duly executed by the Seller; ii. the Purchaser shall deliver to Seller and the Escrow Agent, the Escrow Agreement duly executed by the Seller; and iii. each of the Seller and the Purchaser shall enter into an escrow agreement provide such information (including KYC information) and assistance as reasonably requested by the Escrow Agent in a form acceptable to connection with the Sellers Escrow Agreement and the opening of the Escrow Account (as defined in Schedule 13). 20.2 Within 10 Business Days of the Escrow Agent having informed the Seller and the Purchaser (that all “know you customer” due diligence requirements have been satisfied, the "Escrow Agreement") pursuant to which the Purchaser Agreement being duly signed by all parties thereto and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers Escrow Account being opened and the Purchaser, as the escrow agent (the "Escrow Agent"), able to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months funds from the Closing Date; providedSeller, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following Seller shall pay or procure the payment of the Adjustment AmountEscrow Amount and the Second Escrow Amount into the Escrow Account, if anyand the amount for the time being standing to the credit of the Escrow Account (including any accrued interest) shall be dealt with only as set out in paragraphs 20 and 21 of this Schedule 12, Schedule 14 and the Escrow Agreement. If the Seller fails to comply with its obligations pursuant to this paragraph 20.2 (for the avoidance of doubt, other than in respect of a payment made or to be made pursuant to paragraph 21.4 of this Schedule 12), the Purchaser’s Group shall be entitled to terminate the Brand Licence Agreements with immediate effect. 20.3 If the Seller does not comply with its obligations pursuant to paragraph 19.1 of this Schedule 12 to deliver the WWC Bonding Guarantee ultimately on 30 September 2018, the full Escrow Amount shall be released within five (5) Business Days after to a Blocked Account. 20.4 On 30 September 2018, provided the parties agree Seller has complied with its obligations pursuant to paragraph 19.1 of this Schedule 12 and has delivered the WWC Bonding Guarantee no later than on 30 September 2018, the Final Statement of Working Capital Escrow Amount shall be released in accordance with Section 2.2. The Escrow Funds will the below: i. There shall be used as security for the Sellers' obligations released to the Purchaser under this Agreement, including Seller an amount equal to the payment by the Sellers amount of the Adjustment AmountABTA Secured Bonding Facility that the Seller has procured prior to 30 September 2018 in full compliance with the provisions of paragraphs 17.2 to 17.4, if any, pursuant provided that in no event this amount shall exceed £9,000,000; ii. There shall be released to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations the Seller an amount equal to the amount of the parties CAA Secured Bonding Facility that the Seller has procured prior to 30 September 2018 in full compliance with the provisions of paragraphs 18.2 to 18.4, provided that in no event this amount shall exceed £26,600,000; and iii. There shall be released to a Blocked Account, an amount equal to the shortfall in the CAA Secured Bonding Facility and ABTA Secured Bonding Facility that the Seller has procured prior to 30 September 2018 in full compliance with the provisions of paragraphs 17.2 to 17.4 (in respect of the ABTA Secured Bonding Facility) and 18.2 to 18.4 (in respect of the CAA Secured Bonding Facility), and the Seller and Purchaser undertake to, as soon as reasonably practicable, and in any case within 5 Business Days, procure delivery to the Escrow Funds, and the disbursement Agent of any notices as are required under the Escrow Funds, shall be set forth Agreement to release funds in the Escrow Agreement. 2.4.2 At the Closing, the Sellers accordance with paragraphs 20.3 and the Purchaser shall enter into an escrow agreement in a form acceptable 20.4 and to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint instruct the Escrow Agent to receive procure the payment of these amounts from the Escrow Account in accordance with paragraphs 20.3 and hold 20.4. By way of example, if on 30 September 2018, the Settlement size of the ABTA Secured Bonding Facility is £6,000,000 and the size of the CAA Secured Bonding Facility is £17,000,000, and provided the Seller has delivered the WWC Bonding Guarantee, £23,000,000 of the Escrow Amount together with all interest will be released to the Seller and other income thereon (£12,600,000 of the Settlement Escrow Amount, together with such interest and other income, is referred Amount will be released to herein as the "Settlement Escrow Funds") a Blocked Account. 20.5 The Seller shall be deemed to have elected for a period Cash Solution in respect of two any amount released to a Blocked Account in accordance with paragraph 20.3 or paragraph 20.4 (2iii) years from and such Cash Solution(s) shall be treated in accordance with the Closing Date. The Settlement Escrow Funds will be used as security terms of this Schedule 12 (including, for the obligations avoidance of doubt, paragraph 10). 20.6 The Group shall use the Sellers described in Blocked Account to support bonding arrangements and/or security arrangements, as selected by the Group (acting at its sole discretion), that satisfy the CAA´s and/or ABTA´s bonding requirements not covered by the CAA Secured Bonding Facility and ABTA Secured Bonding Facility. For the avoidance of doubt, the Blocked Account shall be subject to the provisions of paragraph 4 of this Schedule 2.412.

Escrow Arrangements. 2.4.1 At the 20.1 As soon as reasonably practicable following Closing, and in any event within 5 Business Days of Closing: i. the Sellers Seller shall deliver to the Purchaser and the Escrow Agent, the Escrow Agreement duly executed by the Seller; ii. the Purchaser shall deliver to Seller and the Escrow Agent, the Escrow Agreement duly executed by the Seller; and iii. each of the Seller and the Purchaser shall enter into an escrow agreement provide such information (including KYC information) and assistance as reasonably requested by the Escrow Agent in a form acceptable to connection with the Sellers Escrow Agreement and the opening of the Escrow Account (as defined in Schedule 13). 20.2 Within 10 Business Days of the Escrow Agent having informed the Seller and the Purchaser (that all “know you customer” due diligence requirements have been satisfied, the "Escrow Agreement") pursuant to which the Purchaser Agreement being duly signed by all parties thereto and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers Escrow Account being opened and the Purchaser, as the escrow agent (the "Escrow Agent"), able to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months funds from the Closing Date; providedSeller, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following Seller shall pay or procure the payment of the Adjustment AmountEscrow Amount and the Second Escrow Amount into the Escrow Account, if anyand the amount for the time being standing to the credit of the Escrow Account (including any accrued interest) shall be dealt with only as set out in paragraphs 20 and 21 of this Schedule 12, Schedule 14 and the Escrow Agreement. If the Seller fails to comply with its obligations pursuant to this paragraph 20.2 (for the avoidance of doubt, other than in respect of a payment made or to be made pursuant to paragraph 21.4 of this Schedule 12), the Purchaser’s Group shall be entitled to terminate the Brand Licence Agreements with immediate effect. 20.3 If the Seller does not comply with its obligations pursuant to paragraph 19.1 of this Schedule 12 to deliver the WWC Bonding Guarantee ultimately on 30 September 2018, the full Escrow Amount shall be released within five (5) Business Days after to a Blocked Account. 20.4 On 30 September 2018, provided the parties agree Seller has complied with its obligations pursuant to paragraph 19.1 of this Schedule 12 and has delivered the WWC Bonding Guarantee no later than on 30 September 2018, the Final Statement of Working Capital Escrow Amount shall be released in accordance with Section 2.2. The Escrow Funds will the below: i. There shall be used as security for the Sellers' obligations released to the Purchaser under this Agreement, including Seller an amount equal to the payment by the Sellers amount of the Adjustment AmountABTA Secured Bonding Facility that the Seller has procured prior to 30 September 2018 in full compliance with the provisions of paragraphs 17.2 to 17.4, if any, pursuant provided that in no event this amount shall exceed £9,000,000; ii. There shall be released to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations the Seller an amount equal to the amount of the parties CAA Secured Bonding Facility that the Seller has procured prior to 30 September 2018 in full compliance with the provisions of paragraphs 18.2 to 18.4, provided that in no event this amount shall exceed £26,600,000; and iii. There shall be released to a Blocked Account, an amount equal to the shortfall in the CAA Secured Bonding Facility and ABTA Secured Bonding Facility that the Seller has procured prior to 30 September 2018 in full compliance with the provisions of paragraphs 17.2 to 17.4 (in respect of the ABTA Secured Bonding Facility) and 18.2 to 18.4 (in respect of the CAA Secured Bonding Facility), and the Seller and Purchaser undertake to, as soon as reasonably practicable, and in any case within 5 Business Days, procure delivery to the Escrow Funds, and the disbursement Agent of any notices as are required under the Escrow Funds, shall be set forth Agreement to release funds in the Escrow Agreement. 2.4.2 At the Closing, the Sellers accordance with paragraphs 20.3 and the Purchaser shall enter into an escrow agreement in a form acceptable 20.4 and to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint instruct the Escrow Agent to receive procure the payment of these amounts from the Escrow Account in accordance with paragraphs 20.3 and hold 20.4. By way of example, if on 30 September 2018, the Settlement size of the ABTA Secured Bonding Facility is £6,000,000 and the size of the CAA Secured Bonding Facility is £17,000,000, and provided the Seller has delivered the WWC Bonding Guarantee, £23,000,000 of the Escrow Amount together with all interest will be released to the Seller and other income thereon (£12,600,000 of the Settlement Escrow Amount, together with such interest and other income, is referred Amount will be released to herein as the "Settlement Escrow Funds") a Blocked Account. 20.5 The Seller shall be deemed to have elected for a period Cash Solution in respect of two any amount released to a Blocked Account in accordance with paragraph 20.3 or paragraph 20.4 (2iii) years from and such Cash Solution(s) shall be treated in accordance with the Closing Date. The Settlement Escrow Funds will be used as security terms of this Schedule 12 (including, for the obligations avoidance of doubt, paragraph 10). 20.6 The Group shall use the Sellers described in Schedule 2.4.Blocked Account to support bonding arrangements and/or security arrangements, as selected by the Group (acting at its sole discretion), that satisfy the CAA´s and/or ABTA´s bonding requirements not covered by the CAA Secured Bonding

Escrow Arrangements. 2.4.1 At the Closing(a) The Escrowed Shares, the Sellers and the Purchaser shall enter into an escrow agreement all proceeds from any sale, exchange, conversion, reclassification or cancellation thereof (as further provided in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement"SECTION 1.4(b)(iv) pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"hereof), to receive and hold shall be held in escrow by the Escrow Amount together Agent in accordance with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred Agreement in order to herein as secure the "Escrow Funds") for a period indemnification obligations of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) Selling Stockholders under this Agreement. The fees of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, Agent shall be released within five borne by Purchaser. (5b) Business Days after As further provided in SECTION 10 hereof, the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties following provisions shall apply with respect to the Escrow FundsEscrowed Shares held in escrow: (i) Except as set forth in SECTION 1.4(e) hereof, the Selling Stockholders shall be deemed to be the record and beneficial holders of the Escrowed Shares for all purposes and, except as hereinafter provided, shall have the right to exercise all rights and privileges as a holder of common stock of MTNV, including, without limitation, the right to exercise all voting rights with respect to such shares and the disbursement right to receive all cash and non-cash dividends and other distributions thereon. (ii) Notwithstanding the foregoing, until released from escrow, all cash and non-cash dividends or other distributions paid or payable on or with respect to the Escrowed Shares shall become part of the escrow deposit and shall be held by the Escrow FundsAgent pursuant to SECTION 10 hereof. (iii) Until the Escrowed Shares are released from escrow to the Selling Stockholders, the Selling Stockholders shall not have the right, directly or indirectly, to sell (except as set forth in SECTION 1.4(e) hereof), assign, pledge, encumber, hypothecate or otherwise dispose of any such shares or any interest therein. (iv) If, at any time prior to the release of the Escrowed Shares from escrow, there shall be a merger or consolidation of MTNV with or into another entity and the then-issued and outstanding MTNV Common Stock is cancelled or exchanged in connection therewith, then the proceeds thereof (whether in the form of cash, securities or other property or assets) which a holder of the Escrowed Shares is entitled to receive, shall be delivered to and held in escrow by the Escrow Agent. If at any time prior to the release of the Escrowed Shares from escrow, there shall occur a subdivision, combination, conversion or reclassification of the MTNV Common Stock into a different class or kind of security, then the number and kind of securities as are issuable to the record holder of the Escrowed Shares as a result of such change with respect to the Escrowed Shares shall be delivered to and held in escrow by the Escrow Agent. Any proceeds or securities held in escrow by the Escrow Agent pursuant to this SECTION 1.4(b)(iv) shall be subject to the same escrow arrangements and provisions as are specified herein for the Escrowed Shares and any securities shall be valued in like manner as the Escrowed Shares as set forth in the Escrow Agreement. 2.4.2 At (c) Notwithstanding anything to the Closingcontrary herein, no stock certificates representing fractional shares of MTNV Common Stock shall be issued to the Selling Stockholders. In lieu of such fractional shares, the Sellers Selling Stockholders shall be paid instead an amount of cash equal to such fraction of a share multiplied by the Closing Date Price (as adjusted for any subdivision, combination, conversion or reclassification). (d) As further provided in SECTION 3.4, the Consideration Shares are not registered or qualified under any federal, foreign or state securities laws and all certificates representing such shares shall bear appropriate legends incorporating any applicable securities laws restrictions unless and until a registration statement relating to such shares becomes effective, as provided for in SECTION 5.2 hereof. (e) Notwithstanding the restrictions set forth in SECTION 1.4(b)(iii), the Selling Stockholders shall be permitted to sell any or all of the Escrowed Shares (and upon such sale, the Selling Stockholders shall no longer be the record and beneficial owner of such Escrowed Shares, and such Escrowed Shares shall be released from escrow) provided that: (i) The Selling Stockholders have notified MTNV at least five (5) business days prior to the anticipated date of sale of such Escrowed Shares of the Selling Stockholders' intention to sell such Escrowed Shares, and the Purchaser shall enter into total number of Escrowed Shares to be sold; (ii) such Escrowed Shares are covered by an escrow agreement effective registration statement under the Securities Act, pursuant to SECTION 5.2 hereof or are otherwise transferable pursuant to SECTION 4.2 hereof; (iii) all proceeds of such sale are in a form acceptable cash and such cash is delivered immediately upon sale to the Sellers and escrow account specified in the Purchaser (the "Settlement Escrow Agreement"; and (iv) pursuant to which the Purchaser and the Sellers shall appoint except as otherwise permitted by the Escrow Agent Agreement, such Escrowed Shares are not subject to receive and hold a Payment Notice (as defined in the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4Agreement).

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered ------------------- into among the Company, the Sellers Majority Members, Buyer, Iconixx and the Purchaser Escrow Agent, $1,000,000 of the Purchase Price shall enter into an escrow agreement in a form acceptable be delivered to the Sellers and the Purchaser Escrow Agent at Closing (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationsuch monies paid, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (accrued thereon, is hereinafter referred to as the "Escrow Sum"). The Escrow Sum shall be held pursuant to the terms of the Escrow AmountAgreement for payment from such Escrow Sum of the amounts, together if any, owing by Majority Members or the Company to Iconixx or Buyer pursuant to the provisions of the Net Working Capital Adjustment or for indemnification claims pursuant to Article VIII hereof. To the extent claims ------------ against the Escrow Sum are determined in favor of the Company and/or Majority Members, all amounts reserved against the Escrow Sum in connection with such interest and other incomeclaims shall be remitted to the Company as soon as practicable following any such determination. On the six month anniversary of the Closing Date, is the Escrow Sum shall be reduced to an amount equal to the sum of $500,000 plus the amount of claims then pending against the Escrow Sum, with such reduction amount to be remitted to the Company. On December 31, 2000 (such nine-month period being referred to herein as the "Escrow FundsPeriod") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Sum not theretofore claimed by or paid to Iconixx or Buyer in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company. All disbursements at the expiration of the Escrow Period shall be paid in cash to the Company at its account set forth in Exhibit C as updated from --------- time to time. The Company, the Majority Members and Iconixx and Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At the ClosingEffective Time, Parent, the Sellers Shareholder Agent and the Purchaser Escrow Agent shall enter into an escrow agreement, in substantially the form attached hereto as Exhibit E with such modifications and revisions as may be reasonably required by the Escrow Agent upon its review of such agreement in a form following the date hereof (the “Escrow Agreement”), and Parent shall cause to be retained from the Merger Consideration and deposited with ▇▇▇▇▇ Fargo Bank, N.A., or such other bank or trust company designated by Parent and reasonably acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the PurchaserCompany, as the escrow agent (the "“Escrow Agent"”), to receive and hold into such account(s) with the Escrow Amount Agent as is established by the Escrow Agreement the amount set forth in Section 1.8(d)(x) (the “Escrow Fund”), such amount to be held and released by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement. At the Effective Time, the Shareholder Agent and an escrow agent, which shall be a bank or trust company designated by the Shareholder Agent and reasonably acceptable to Parent, shall enter into an escrow agreement, in form and substance reasonably acceptable to Parent and the Shareholder Agent, and Parent shall cause to be retained from the Merger Consideration and deposited with such escrow agent, as escrow agent, into such account(s) with the Escrow Agent as is established by such escrow agreement the amount set forth in Section 1.8(d)(y) (the “Shareholder Agent Escrow Fund”), such amount to be held and released by such escrow agent pursuant to the terms of the such escrow agreement and this Agreement. The Escrow Fund, together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if anythereon, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations available to the Purchaser under this Agreement, including the payment Parent Indemnitees to satisfy their claims for indemnification by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to Indemnifying Parties hereunder; provided that Parent may not recover amounts from the Escrow Funds, Fund unless and the disbursement of the Escrow Funds, shall be set forth until Indemnification Claim(s) (as defined in the Escrow Agreement. 2.4.2 At , “Indemnification Claims”), identifying Losses exceeding the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable Threshold or not subject to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Threshold have been delivered to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Shareholder Agent, as provided in the Escrow Amount together with all interest Agreement, and other income thereon (the Settlement conditions in the Escrow Amount, together with Agreement for the disbursement of such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years amounts from the Closing Date. The Settlement Escrow Funds will be used as security for Fund to the obligations Parent have been satisfied; in such case, Parent may recover from the Escrow Fund, first, and then in the case of any Losses arising from a breach of a representation or warranty contained in Sections 2.2 (Capitalization of the Sellers described Company), 2.3 (Authority Relative to this Agreement; Recommendation), 2.13 (Taxes), 2.21 (Brokers), 2.24 (Company Transaction Expenses) or 2.25 (Spinoff) or based on Section 4.18 (to the extent treated as Special Losses therein), Sections 7.2(a)(ii), 7.2(a)(v), 7.2(a)(vi), 7.2(a)(vii), 7.2(a)(viii) or 7.2(b) (any such Losses, “Special Losses”), from the Indemnifying Parties and, in Schedule 2.4the case of Section 7.2(b), Nvelo, as provided in Section 7.6.

Escrow Arrangements. 2.4.1 At (a) Concurrently with the Closing, Buyer shall deliver or cause to be delivered an amount in cash equal to the General Escrow Amount to the Escrow Agent, pursuant to the provisions of this Agreement and the General Escrow Agreement in the form attached as Exhibit A hereto (the “General Escrow Agreement”). The General Escrow Agreement shall be entered into on the Closing Date by and among Buyer, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers Escrow Agent, and the Purchaser (General Escrow Amount shall provide Buyer with recourse against the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the amounts held in escrow agent (the "Escrow Agent"), to receive and hold by the Escrow Amount together Agent with all interest respect to (i) post-Closing adjustments under Section ‎2.4, and other income thereon (ii) the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' Indemnifying Parties’ indemnification obligations under Article 9. The rights and obligations of the parties with respect IX, in each case subject to the Escrow Funds, terms and the disbursement of the Escrow Funds, shall be conditions set forth in the General Escrow Agreement. The General Escrow Fund (or any portion thereof) shall be distributed to the Indemnifying Parties and/or Buyer at the times, and upon the terms and conditions, set forth in the General Escrow Agreement. The General Escrow Fund 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 purposes and in accordance with the terms of the General Escrow Agreement. 2.4.2 At (b) Concurrently with the Closing, Buyer, shall deliver or cause to be delivered an amount in cash equal to the Capacity Escrow Amount to the Escrow Agent, pursuant to the provisions of this Agreement and to the Capacity Escrow Agreement in the form attached as Exhibit B hereto (the “Capacity Escrow Agreement” and together with the General Escrow Agreement, the “Escrow Agreements”)). The Capacity Escrow Agreement shall be entered into on the Closing Date by and among Buyer, the Sellers and the Purchaser Escrow Agent, and the Capacity Escrow Amount shall enter into an escrow agreement provide Buyer with recourse against the direct cost with respect to any Unutilized Capacity set forth in the Final Unutilized Capacity Statement (as defined below), which was not under a form acceptable binding commitment during the 12 month period following the Closing Date (or any portion thereof). The Capacity Escrow Fund (or any portion thereof) shall be distributed to the Sellers and/or Buyer at the times, and upon the Purchaser (terms and conditions, set forth in the "Settlement Capacity Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Capacity Escrow Funds will Fund shall be used held as security 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 obligations purposes and in accordance with the terms of the Sellers described in Schedule 2.4Capacity Escrow Agreement.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be ------------------- entered into among Stockholders, the Sellers Iconixx and the Purchaser Escrow Agent, $1,000,000 of the Purchase Price shall enter into an escrow agreement in a form acceptable be delivered to the Sellers and the Purchaser Escrow Agent at Closing (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationsuch monies paid, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (accrued thereon, is hereinafter referred to as the "Escrow Sum"). The Escrow Sum shall be held pursuant to the terms of the Escrow AmountAgreement for payment from such Escrow Sum of the amounts, together if any, owing by Stockholders to Iconixx or the Company pursuant to the provisions of the Net Working Capital Adjustment or for indemnification claims pursuant to Article ------- VIII hereof. To the extent claims against the Escrow Sum are determined in ---- favor of the Stockholders, all amounts reserved against the Escrow Sum in connection with such interest and other incomeclaims shall be remitted to the Stockholders as soon as practicable following any such determination. On the six month anniversary of the Closing Date, is the Escrow Sum shall be reduced to an amount equal to the sum of $500,000 plus the amount of claims then pending against the Escrow Sum, with such reduction amount to be remitted to the Stockholders. On December 31, 2000 (such ten-month period being referred to herein as the "Escrow FundsPeriod") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Sum not theretofore claimed by or paid to Iconixx in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Stockholders. All disbursements at the expiration of the Escrow Period shall be paid in cash to the Stockholders at their accounts set forth in Exhibit B as updated from time to time. The Stockholders and Iconixx --------- agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At (a) As soon as reasonably practicable following the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National AssociationParent shall, or another financial institution acceptable to shall cause its transfer agent or the Sellers and the PurchaserPaying Agent (as applicable) to, as the escrow agent (the "Escrow Agent"), to receive and hold deposit with the Escrow Amount together with all interest and other income thereon Agent (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds"on behalf of each Company Indemnitor) for a period of eighteen (18i) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Escrow Cash in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment AmountEscrow Account, if any(ii) the Indemnity Escrow Cash in the Indemnity Escrow Account and (iii) the Other Indemnity Escrow Cash in the Other Indemnity Escrow Account in each case, pursuant to Section 2.3.3 under the terms of this Agreement and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At (b) The Escrow Agreement shall be entered into at or prior to the Closing, by and among Parent, the Sellers Stockholder Representative, on behalf of the Company Indemnitors, and the Purchaser Escrow Agent, and shall enter into an escrow agreement in a form acceptable provide Parent with recourse against (i) the Adjustment Escrow Cash with respect to any Post-Closing Deficit Amount under Section 2.9, (ii) the Indemnity Escrow Cash with respect to the Sellers Company Indemnitors’ obligations under Article VIII during the period through the Indemnity Escrow Expiration Date and (iii) the Other Indemnity Escrow Cash with respect to the Company Indemnitors’ obligations under Article VIII during the period through the Other Indemnity Escrow Expiration Date (except to the extent a portion of the Other Indemnity Escrow Cash is released on the Indemnity Escrow Expiration Date pursuant to Article VIII). The Escrow Cash shall be distributed to the Company Indemnitors, in accordance with their applicable Pro Rata Shares, and to Parent at the times, and upon the terms and conditions, set forth in this Agreement and the Purchaser (the "Settlement Escrow Agreement") pursuant to which . The terms and provisions of the Purchaser Escrow Agreement and the Sellers shall appoint transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Company Indemnitors constitutes approval by such Company Indemnitors, as specific terms of the Merger, and the irrevocable agreement of such Company Indemnitors to be bound by and comply with, the Escrow Agent Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Adjustment Escrow Cash into the Adjustment Escrow Account, the Indemnity Escrow Cash into the Indemnity Escrow Account, the Other Indemnity Escrow Cash into the Other Indemnity Escrow Account, the obligations set forth in Article VIII and the appointment and sole authority of the Stockholder Representative to receive act on behalf of the Company Indemnitors, as provided for herein and hold in the Settlement Escrow Amount together Agreement. The Escrow Cash 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 purposes and in accordance with the terms of this Agreement and the Escrow Agreement. (c) Parent, the First Step Surviving Corporation, the Final Surviving Entity and the Stockholder Representative agree for all Tax purposes that Parent shall be treated as owner of the Escrow Cash solely for Tax purposes, and the parties intend that the rights of the Company Indemnitors to the Escrow Cash shall be treated as deferred contingent consideration eligible for installment treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Law. All interest and earnings earned from the investment and reinvestment of the Adjustment Escrow Cash, the Indemnity Escrow Cash, the Other Indemnity Escrow Cash or any portion thereof, will be allocable for Tax purposes to Parent, and within 10 days after the end of each calendar quarter and within 10 days after the final distribution of the Adjustment Escrow Cash, the Indemnity Escrow Cash or the Other Indemnity Escrow Cash to the Company Indemnitors, Parent shall be entitled to a distribution equal to 30% of all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years earnings from the Closing Dateinvestment and reinvestment of the Adjustment Escrow Cash, the Indemnity Escrow Cash or the Other Indemnity Escrow Cash for such calendar quarter or portion thereof ending on such final distribution of the Adjustment Escrow Cash, the Indemnity Escrow Cash or the Other Indemnity Escrow Cash, as applicable. In no event shall the aggregate amount of Escrow Cash payable to any Company Indemnitors in respect of Company Capital Stock and Company Warrants exceed an amount equal to (A) the portion of Escrow Cash to be deposited with respect to such Company Indemnitor in respect of such Company Capital Stock and Company Warrants based upon their Pro Rata Share, multiplied by (B) the greater of (I) 105% or (II) 100% plus five times the “Federal midterm rate” as defined in Section 1274(d)(1) of the Code (expressed as a percentage) in effect at the time the Adjustment Escrow Account, Indemnity Escrow Account and the Other Indemnity Escrow Account are funded. The Settlement Escrow Funds will be used as security for preceding sentence is intended to ensure that the obligations right of the Sellers described applicable Company Indemnitor to such payments is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. Except to the extent required by applicable Law, no party shall take any action for Tax purposes or Tax Return filing position inconsistent with the Tax treatment agreed to in Schedule 2.4this Section 2.4(c).

Escrow Arrangements. 2.4.1 At (a) On the ClosingClosing Date, Parent shall deposit with the Sellers and the Purchaser Person serving as escrow agent (which person shall enter into an escrow agreement in a form be reasonably acceptable to the Sellers and the Purchaser Shareholders’ Representative) (the "“Escrow Agreement"Agent”) pursuant to which an Escrow Agreement substantially in the Purchaser form attached hereto as Exhibit B, that number of Parent Shares having a fair market value (calculated at the IPO Price) equal to $4,500,000, for the purpose of securing the indemnification obligations of the Company Shareholders set forth in Article IX hereof (the Parent Shares deposited into escrow, the “Escrow Shares”) and the Sellers shall appoint U.S. Bank National AssociationEscrow Cash (together with the Escrow Shares, or another financial institution acceptable the “Escrow Assets”) to secure the indemnification obligations of the Company Shareholders with respect to the Sellers and the Purchaser, as the escrow agent ▇▇▇▇▇▇ Matter (the "account(s) holding Escrow Agent"Cash, the “▇▇▇▇▇▇ Escrow”), to receive and hold . The Escrow Assets shall include any interest or other earnings paid in respect of the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) investment of the Escrow Funds Cash, but shall not include any dividends or other distributions (net of the amount of any pending claimsother than securities issued in a stock dividend, stock split or similar distribution or dividend) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties issuable with respect to the Escrow FundsShares made in respect of the Parent Shares comprising the Escrow Assets, which dividends and other distributions shall be payable to the Company Shareholders in the manner provided in the Escrow Agreement. The Escrow Assets shall be held in trust and shall not be subject to any Security Interest, trustee process or any other judicial process of any creditor of any Party, and the disbursement of the Escrow Funds, shall be set forth held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. 2.4.2 At (b) In furtherance of the Closingprovisions of Section 1.7(a) above, except as otherwise provided in the Escrow Agreement, the Sellers and the Purchaser Escrow Cash shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint be held by the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period ending on the first to occur of two (2i) years from the date on which the Company Shareholders elect to terminate the ▇▇▇▇▇▇ Escrow provided that such election shall not be made (and, if made, shall be of no force or effect) prior to the date which is fifteen (15) months after the Closing Date, (ii) the mutual agreement of Parent and the Shareholders’ Representative and (iii) the date of the settlement and discharge in full of all Losses or other claims relating to or arising in connection with the ▇▇▇▇▇▇ Matter. The Settlement ▇▇▇▇▇▇ Escrow Funds will shall be used held and disbursed solely for purposes relating to the ▇▇▇▇▇▇ Matter. In furtherance of the provisions of Section 1.7(a) above, except as security otherwise provided in the Escrow Agreement, the Escrow Shares shall be held by the Escrow Agent for a period ending on the Indemnification Expiration Date. (c) The execution and delivery of this Agreement by the Company Shareholders shall constitute approval of the Escrow Agent, the Escrow Agreement, the Escrow Agent and of all of the arrangements relating thereto, including the indemnification obligations of the Sellers described Company Shareholders, the placement of the Escrow Assets in Schedule 2.4escrow, the appointment of the Shareholders’ Representative and the grant to the Shareholders’ Representative of the power and authority to act on behalf of the Company Shareholders in such capacity pursuant to the Escrow Agreement, all in accordance with the terms of this Agreement, the Escrow Agreement. Parent, on one hand, and the Company Shareholders, on the other, shall each be responsible for one-half of all fees and expenses of the Escrow Agent.

Escrow Arrangements. 2.4.1 At (a) The Escrow Agreement shall provide that, promptly following the ClosingSurvival Date, the Sellers and Escrow Agent shall deliver (or cause the Purchaser shall enter into an escrow agreement Paying Agent to deliver) any remaining cash in a form acceptable the Indemnity Escrow Fund to the Sellers Converting Holders as provided in the Escrow Agreement (based on their respective Pro Rata Portions). (b) Notwithstanding the foregoing, any amount of cash released under Section 7.6(a) shall be less: (i) any amounts that would be necessary to satisfy any then-pending and the Purchaser (the "Escrow Agreement") unsatisfied or unresolved claim for indemnification pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable this Article VII delivered to the Sellers Holders’ Representative prior to Survival Date if such claim(s) were resolved in full in favor of the Indemnified Parties (which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved); and (ii) any applicable withholding Tax relating to such amount. Promptly following the Purchasertime that any such pending and unsatisfied or unresolved claims have been resolved, the Escrow Agent shall deliver (or cause the Paying Agent to deliver) the remaining portion of such undistributed amount, if any, in the Indemnity Escrow Fund not used to satisfy such claims, and less any applicable withholding Taxes, to the Indemnifying Parties as provided in the Escrow Agreement (based on their respective Pro Rata Portions). (c) The parties hereto agree that, for Tax reporting purposes, Parent shall be treated as the escrow agent (the "owner of Indemnity Escrow Agent"), to receive Fund and hold the Escrow Amount together with all interest and other income thereon (earned on the Indemnity Escrow AmountFund shall, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the end of each calendar year and to the extent required by the IRS, be reported as having been earned by Parent, whether or not such income was disbursed during such calendar year. The parties hereto intend the Indemnity Escrow Funds (net Fund to be eligible to be treated as a contingent installment obligation under section 453 of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow FundsCode, and further agree to report the disbursement of the Escrow Funds, shall be set forth transaction in the Escrow Agreementthat manner. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered ------------------- into among the Foundation, SWIFT, the Sellers Acquirer and the Purchaser shall enter into an escrow agreement in a form acceptable to Escrow Agent (i) $365,000 of the Sellers Foundation Transfer Consideration and of the Purchaser Cash Portion of the SWIFT Transfer Consideration (the "Escrow AgreementCASH ESCROW") pursuant to which in immediately available funds and (ii) five percent (5%) of the Purchaser and Stock Portion of the Sellers N.W.S.T. Transfer Consideration in the form of Acquirer's Shares shall appoint U.S. Bank National Association, or another financial institution acceptable be delivered to the Sellers Escrow Agent at Closing. Such monies and the Purchasersecurities (which, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income accrued thereon (which may be due to the Party to whom such funds are ultimately paid in accordance with the terms of the Escrow AmountAgreement, is herein referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Together Parties to the Acquirer pursuant to the indemnification provisions of Article IX ---------- below, together with accrued interest thereon. Pursuant to the terms of the Escrow Agreement, the Cash Escrow shall be used first, and the Stock Escrow shall be used second, to satisfy any such interest and other income, is owed amounts. At the conclusion of the period ending on the first anniversary of the Closing Date (such period being referred to herein as the "Escrow FundsESCROW PERIOD") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of Sum not theretofore paid to the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Acquirer in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement or subject to a pending claim under the Escrow Agreement and this Agreement shall be set forth in disbursed to the Foundation and SWIFT together with accrued interest thereon. The Foundation, SWIFT and the Acquirer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other Party to enable such furnishing Party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing Party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At (a) To provide consideration against which an Indemnitee may assert claims of indemnification under this Article 6 (an “Indemnification Claim”), at the ClosingClosing APC shall withhold the Escrow Shares from the Merger Consideration and shall deliver the Escrow Shares to the Escrow Agent to be held pursuant to the provisions of this Agreement. If APC or any Indemnitee is entitled to the Loss Amounts as provided in this Agreement, the Sellers Loss Amounts shall be delivered to APC from the Escrow Shares until the Escrow Shares are wholly exhausted, with the Milestone Shares first applied (and based on the Purchaser shall enter into an escrow agreement in a form acceptable earliest of such shares to the Sellers vest) and the Purchaser then, if necessary, Withheld Shares. Thereafter, subject to Section 6.2 (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"Indemnification), to receive each Indemnifying Stockholder shall be severally, but not jointly and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") on a Pro Rata Share basis liable for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) any Loss Amounts in excess of the Escrow Funds Shares to the extent (net if at all) such Loss Amounts are indemnifiable pursuant to the terms of this Article. (b) Any shares of APC Common Stock or other equity securities issued or distributed by APC (including shares issued upon a stock split) (“New Shares”) in respect of the amount of any pending claims) remaining following Escrow Shares which have not been released from the payment of the Adjustment Amount, if any, Escrow Fund shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations added to the Purchaser under this AgreementEscrow Fund and become a part thereof. New Shares issued in respect of shares of APC Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund, including but shall be distributed to the payment by record holders thereof. Cash dividends on APC Common Stock shall not be added to the Sellers of Escrow Fund, but shall be distributed to the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9record holders thereof. The Each Stockholder shall have voting rights and obligations of the parties with respect to the Escrow Funds, and the disbursement shares of APC Common Stock contributed to the Escrow Funds, shall be set forth in Fund by such Stockholder (and on any voting securities added to the Escrow AgreementFund in respect of such shares of APC Common Stock). 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At (a) By virtue of this Agreement and as security for the Closingindemnity provided for in Section 8.2 hereof, promptly after the Sellers and Effective Time, UK Acquiror will deposit (or cause to be deposited) the Purchaser shall enter into an escrow agreement in a form acceptable (i) Primary Escrow Amount (provided that with respect to the Sellers and UK Tax Credit Amount portion of the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Primary Escrow Amount, such amount will be deposited as and when received by UK Subsidiary pursuant to Section 6.28) with the Escrow Agent, without any act of any Stockholder, to constitute an escrow fund for the Primary Escrow Amount (the “Primary Escrow Fund”) and (ii) Secondary Escrow Amount with the Escrow Agent, without any act of any Stockholder, to constitute a separate escrow fund for the Secondary Escrow Amount (the “Secondary Escrow Fund” and together with such interest and other incomethe Primary Escrow Fund, is referred to herein as the "“Escrow Funds"”) for a period of eighteen (18) months from to be governed by the Closing Date; provided, however, that the Sellers terms set forth in this Agreement and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2Agreement. The Escrow Funds will shall be used as security available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VIII and the Escrow Agreement; provided, that, the Indemnified Parties shall first seek recourse against the Primary Escrow Fund for any and all Losses for which Indemnified Parties are entitled to recovery under this Article VIII until the Primary Escrow Fund has been depleted in full (subject to any amounts reserved in the Primary Escrow Fund for the Sellers' obligations to UK Tax Credit) in accordance with the Purchaser under terms of this Agreement, including Agreement and the payment by Escrow Agreement and following the Sellers of the Adjustment Amounttime, if anyever, pursuant that the Primary Escrow Fund has been so depleted in full (subject to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of any amounts reserved in the parties Primary Escrow Fund for the UK Tax Credit), Indemnified Parties shall then seek recourse against the Secondary Escrow Fund with respect to any and all Secondary Covered Losses. The Indemnified Parties may recover from the Escrow Funds all Losses for which there is no objection from the Stockholder Representative or for which any objection has been resolved in accordance with this Article VIII and the Escrow Agreement. The procedures for the Indemnified Parties to make claims against the Escrow Funds, for the Stockholder Representative to object to such claims, and for the disbursement of the Escrow Funds, Indemnified Parties to resolve any such objections shall be as set forth in the Escrow Agreement. 2.4.2 At . It is intended that any distributions received by the ClosingIndemnifying Parties from the Escrow Funds shall, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable except to the Sellers and the Purchaser (the "Settlement Escrow Agreement") extent required to be treated as imputed interest, be eligible for installment method reporting pursuant to which Section 453 of the Purchaser and Code. UK Acquiror shall be treated as the Sellers shall appoint owner of the Escrow Agent to receive Funds for all Tax purposes and hold the Settlement Escrow Amount together with shall report as income all interest and other income thereon earned with respect thereto. (b) As soon as reasonably practicable (but in any event within three Business Days) following the Settlement expiration of the Escrow Period, Parent, UK Acquiror and the Stockholders’ Representative shall cause the Escrow Agent to distribute to the Consideration Recipients all of the remaining Primary Escrow Fund, less the sum of (A) in the event that the UK Tax Credit Audit Period has not expired, the UK Tax Credit Amount and (B) if any claims are unresolved before the expiration of the Escrow Period (collectively, the “Unresolved Claims”), an amount equal to the total amount of Losses then being claimed by the Indemnified Parties with respect to such Unresolved Claims. As soon as reasonably practicable (but in any event within three Business Days) following resolution of any such Unresolved Claim, Parent, UK Acquiror and the Stockholder Representative shall cause the Escrow Agent to distribute to the Consideration Recipients all remaining Primary Escrow Fund, if any, not required to satisfy any then still Unresolved Claims; provided, that, until the expiration of the UK Tax Credit Audit Period, in no event shall the remaining Primary Escrow Fund following any distribution of Primary Escrow Funds pursuant to this sentence be less than the sum of (A) the UK Tax Credit Amount (or if the amounts that then remains in the Primary Escrow Fund is less than the UK Tax Credit Amount pursuant to the terms of this Article VIII and the Escrow Agreement, then such amount that then remains in the Primary Escrow Fund) and (B) and the total amount of Losses then being claimed by the Indemnified Parties with respect to Unresolved Claims. As soon as reasonably practicable (but in any event within three Business Days) following the expiration of the UK Tax Credit Audit Period, Parent, UK Acquiror and the Stockholder Representative shall cause the Escrow Agent to distribute to the Consideration Recipients an amount of Primary Escrow Funds equal to the amount of the UK Tax Credit Amount, less the sum of (i) any amount of the UK Tax Credit Amount for which HM Revenue & Customs finally determines that UK Subsidiary is not so legally entitled to receive or retain, (ii) the UK Tax Credit Losses (if any) and (iii) the total amount of Losses then being claimed by the Indemnified Parties with respect to Unresolved Claims (including any pending claims by any Governmental Entity with respect to the UK Tax Credit). (c) As soon as reasonably practicable (but in any event within three Business Days) following the expiration of the Escrow Period, Parent, UK Acquiror and the Stockholders’ Representative shall cause the Escrow Agent to distribute to the Consideration Recipients all of the remaining Secondary Escrow Fund, less an amount equal to the total amount of Secondary Covered Losses then being claimed by the Indemnified Parties with respect to such Unresolved Claims. As soon as reasonably practicable (but in any event within three Business Days) following resolution of any such Unresolved Claim, Parent, UK Acquiror and the Stockholder Representative shall cause the Escrow Agent to distribute to the Consideration Recipients all remaining Secondary Escrow Funds, if any, not required to satisfy any then still Unresolved Claims. (d) All Primary Escrow Fund and Secondary Escrow Fund amounts released to the Consideration Recipients pursuant to Section 8.3(b) and Section 8.3(c) shall be referred to as “Released Escrow Amounts” and shall be allocated pursuant to Section 2.6(f) above. Notwithstanding anything contained in this Section 8.3, the parties hereto acknowledge and agree that the Escrow Agent will distribute a portion of any Released Escrow Amount to the UK Acquiror or its designee in an amount necessary for the UK Acquiror to satisfy its or its Affiliate’s obligations under the Management Transaction Bonus Plan and the Barclays Letter with respect to such Released Escrow Amount. (e) Notwithstanding anything contained herein to the contrary (but subject to Section 8.7(b) and Section 8.7(c)), together with respect to any and all UK Tax Credit Losses for which the Escrow Funds were insufficient to provide the Indemnified Parties with full recourse for such interest UK Tax Credit Losses, the Indemnified Parties shall have the right to seek recourse for such unrecouped UK Tax Credit Losses directly against the Indemnifying Parties on a several and other incomenot joint basis (and solely in proportion to their respective Pro Rata Share). In the event of any breach or inaccuracy of any representation, is warranty, covenant or agreement of any Stockholder contained in the letter of transmittal delivered by any such Stockholder in connection with the transactions contemplated by this Agreement (any such Loss arising from this sentence shall be referred to herein as an “LT Loss”), then the "Settlement Escrow Funds"Indemnified Parties may seek recourse for such Loss directly against the applicable Stockholder whose breach resulted in such LT Loss, subject to Section 8.7(b) for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4and Section 8.7(c).

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to ------------------- be entered into among Stockholders, Empyrean Holdings and the Escrow Agent, the Sellers Seller Notes and $1,000,000 of the Purchase Price shall be delivered by Empyrean Holdings to the Escrow Agent at Closing (such Seller Notes and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationmonies paid, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (accrued thereon, is hereinafter referred to as the "Escrow Sum"). The Escrow Sum shall be held pursuant to the terms of the Escrow AmountAgreement for payment from such Escrow Sum of the amounts, together if any, owing by Stockholders to Empyrean Holdings or the Company pursuant to the provisions of the Net Working Capital Adjustment or for indemnification claims pursuant to Article VIII hereof. The Escrow Sum shall be reduced to an amount equal to the ------------ aggregate amount of the Seller Notes then outstanding (plus any good faith indemnification or Net Working Capital Adjustment claims then pending against the cash portion of the Escrow Sum) within five days after the 120th day following the Closing Date. The payments made to the Stockholders to effect such reduction shall be made in cash to the Stockholders at their accounts set forth in Exhibit G as updated from time to time. To the extent claims against the --------- Escrow Sum are determined in favor of the Stockholders, all amounts reserved against the Escrow Sum in connection with such interest and other income, is claims shall be remitted to the Stockholders as soon as practicable following any such determination. On the first anniversary of the Closing Date (such one-year period being referred to herein as the "Escrow FundsPeriod") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Sum not theretofore claimed by or paid to Empyrean Holdings in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Stockholders. All disbursements at the expiration of the Escrow Period shall be paid in cash or pursuant to the Seller Notes, as applicable, to the Stockholders at their accounts set forth in Exhibit G as --------- updated from time to time. Stockholders and Empyrean Holdings agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At (a) As soon as reasonably practicable following the Closing, Parent shall, or shall cause its transfer agent or the Sellers Paying Agent (as applicable) to, deposit with the Escrow Agent (on behalf of each Company Indemnitor) (i) the Adjustment Escrow Cash and the Purchaser shall enter into an escrow agreement Adjustment Escrow Shares in a form acceptable to the Sellers Adjustment Escrow Account and (ii) the Indemnity Escrow Cash and the Purchaser (Indemnity Escrow Shares in the "Indemnity Escrow Agreement") pursuant to which Account, in each case, under the Purchaser terms of this Agreement and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At (b) The Escrow Agreement shall be entered into at or prior to the Closing, by and among Parent, the Sellers Stockholder Representative, on behalf of the Company Indemnitors, and the Purchaser Escrow Agent, and shall enter into an escrow agreement in a form acceptable provide Parent with recourse against (i) the Escrow Cash and Escrow Shares with respect to any Post-Closing Deficit Amount under Section 2.9, (ii) the Indemnity Escrow Cash and Indemnity Escrow Shares with respect to the Sellers Company Indemnitors’ obligations under Article VIII during the period through the twelve (12) month anniversary of the Closing Date and (iii) the Purchaser Specific Indemnity Escrow Cash and Specific Indemnity Escrow Shares with respect to the Company Indemnitors’ obligations under Article VIII during the period through the fifteen (the "Settlement Escrow Agreement"15) pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period month anniversary of two (2) years from the Closing Date. The Settlement Escrow Funds will Cash and Escrow Shares shall be used distributed to the Company Indemnitors, in accordance with their applicable Pro Rata Shares, and to Parent at the times, and upon the terms and conditions, set forth in this Agreement and the Escrow Agreement. The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Company Indemnitors constitutes approval by such Company Indemnitors, as security specific terms of the Merger, and the irrevocable agreement of such Company Indemnitors to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of (A) the Adjustment Escrow Cash and the Adjustment Escrow Shares into the Adjustment Escrow Account, (B) the Specific Indemnity Escrow Cash and the Specific Indemnity Escrow Shares into the Specific Indemnity Escrow Account and (C) the Indemnity Escrow Cash and the Indemnity Escrow Shares into the Indemnity Escrow Account, the obligations set forth in Article VIII and the appointment and sole authority of the Stockholder Representative to act on behalf of the Company Indemnitors, as provided for herein and in the Escrow Agreement. The Escrow Cash and Escrow Shares 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 obligations purposes and in accordance with the terms of this Agreement and the Escrow Agreement. (c) Parent, the Surviving Corporation and the Stockholder Representative agree that: (i) Parent shall be treated as the owner of the Sellers described Escrow Cash solely for Tax purposes, and all interest and earnings earned from the investment and reinvestment of the Adjustment Escrow Cash, the Specific Indemnity Cash and the Indemnity Escrow Cash, or any portion thereof, shall be allocable for Tax purposes to Parent, (ii) within ten (10) days after the end of each calendar quarter and within ten (10) days after the final distribution of the Adjustment Escrow Cash, the Specific Indemnity Escrow Cash and the Indemnity Escrow Cash to the Company Indemnitors, Parent shall be entitled to a tax distribution in Schedule 2.4respect of any interest and earnings from the investment and reinvestment of the Adjustment Escrow Cash, the Specific Indemnity Escrow Cash and the Indemnity Escrow Cash for such calendar quarter or portion thereof ending on such final distribution of the Adjustment Escrow Cash, Specific Indemnity Escrow Cash, or the Indemnity Escrow Cash, as applicable, in accordance with the Escrow Agreement and (iii) the Company Indemnitors who are Accredited Stockholders shall be entitled to receive dividends on, and the Stockholder Representative shall be entitled to vote, the Escrow Shares, and for income Tax purposes, the Company Indemnitors who are Accredited Stockholders shall be treated as the owners of the Escrow Shares.

Escrow Arrangements. 2.4.1 At (a) As soon as reasonably practicable following the Closing, the Sellers and the Purchaser Parent shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationcause CCC, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent")Paying Agent on behalf of CCC, to receive and hold deposit with the Escrow Amount together with all interest and other income thereon Agent (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds"on behalf of each Company Indemnitor) for a period of eighteen (18i) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Escrow Amount in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment AmountEscrow Account and (ii) the Indemnity Escrow Amount in the Indemnity Escrow Account in each case, if any, pursuant to Section 2.3.3 under the terms of this Agreement and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At (b) The Escrow Agreement shall be entered into at or prior to the Closing, by and among Parent, the Sellers Stockholder Representative, on behalf of the Company Indemnitors, and the Purchaser Escrow Agent. The Escrow Cash shall enter into an escrow agreement in a form acceptable be distributed to the Sellers Paying Agent (for further distribution to the Company Indemnitors, in accordance with their applicable Pro Rata Shares), and to Parent (or its designee) at the times, and upon the terms and conditions, set forth in this Agreement and the Purchaser (the "Settlement Escrow Agreement") pursuant to which . The terms and provisions of the Purchaser Escrow Agreement and the Sellers shall appoint transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Company Indemnitors constitutes approval by such Company Indemnitors, as specific terms of the Merger, and the irrevocable agreement of such Company Indemnitors to be bound by and comply with, the Escrow Agent to receive Agreement and hold all of the Settlement arrangements and provisions of this Agreement relating thereto, including the deposit of the Adjustment Escrow Amount together with all interest into the Adjustment Escrow Account, the Indemnity Escrow Amount into the Indemnity Escrow Account, the obligations set forth in Article VIII and other income thereon (the Settlement appointment and sole authority of the Stockholder Representative to act on behalf of the Company Indemnitors, as provided for herein and in the Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing DateAgreement. The Settlement Escrow Funds will Cash shall be used as security held and disbursed solely for the obligations purposes and in accordance with the terms of this Agreement and the Escrow Agreement. (c) In no event shall the aggregate amount of Escrow Cash payable to any Company Indemnitors in respect of their Company Capital Stock and Vested Company Option exceed an amount equal to (A) the portion of Escrow Cash to be deposited with respect to such Company Indemnitor in respect of such Company Capital Stock and Vested Company Option based upon their Pro Rata Share, multiplied by (B) the greater of (I) 105% or (II) 100% plus five times the “Federal midterm rate” as defined in Section 1274(d)(1) of the Sellers described Code (expressed as a percentage) in Schedule 2.4effect at the time the Adjustment Escrow Account and Indemnity Escrow Account are funded. The preceding sentence is intended to ensure that the right of the applicable Company Indemnitor to such payments is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. Except to the extent required by applicable Law, no party shall take any action for Tax purposes or Tax Return filing position inconsistent with the Tax treatment agreed to in this Section 2.4(c).

Escrow Arrangements. 2.4.1 At Webhire shall place twenty-five percent (25%) of the cash to be paid to the Principal Stockholders pursuant to Section 1.6(a), allocated pro rata among the Principal Stockholders in proportion to the relative cash proceeds each receives pursuant to Section 1.6(a) as set forth on SCHEDULE 1.6(a), and twenty-five percent (25%) of the ▇▇▇▇▇▇ Option Payment, allocated entirely to ▇▇▇▇▇▇ as set forth on SCHEDULE 1.8 (collectively, the "Escrowed Cash"), in escrow pursuant to the terms of the Escrow Agreement, to be dated as of the date of the Closing, substantially in the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser attached as EXHIBIT A hereto (the "Escrow Agreement") ). Furthermore, pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow AmountAgreement, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty Webhire shall place twenty-five percent (5025%) of the Escrow Funds shares of Webhire Stock to be issued to the Principal Stockholders pursuant to Section 1.6(b) as set forth on SCHEDULE 1.6(b) and twenty-five percent (net 25%) of the amount Assumed Options to purchase shares of any pending claimsWebhire Common Stocks to be received by ▇▇▇▇▇▇ pursuant to Section 1.7 as set forth on SCHEDULE 1.13, allocated pro rata among the Principal Stockholders in proportion to the number of shares of Webhire Stock and the number of Assumed Options each receives pursuant to Sections 1.6(b) remaining following and 1.7, respectively (collectively, the payment "Escrowed Stock" and, with the Escrowed Cash, the "Escrowed Amount") in escrow pursuant to the terms of the Adjustment Escrow Agreement. The Escrowed Amount shall serve as partial security for the faithful performance of the indemnity obligations of the Principal Stockholders to the Buyer Indemnified Parties (as defined in Section 7.1 below) under Section 7 hereof and will be subject to transfer to the Buyer Indemnified Parties in satisfaction of the indemnification obligations of the Principal Stockholders as provided in this Agreement and the Escrow Agreement. Subject to the terms of Section 7 of this Agreement and the terms of the Escrow Agreement, the Escrowed Amount, if anyless (a) any amount which shall be transferred to the Buyer Indemnified Parties pursuant to the terms of this Agreement and the Escrow Agreement and (b) any Reserved Amount (as defined in the Escrow Agreement), shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this AgreementPrincipal Stockholders on July 9, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement2000. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At Concurrently with the Closing, the Sellers Share Buyers shall deliver or cause to be delivered an amount in cash equal to the (i) Adjustment Escrow Amount, and (ii) General Indemnity Escrow Amount, to the Escrow Agent, pursuant to the provisions of this Agreement and the Purchaser shall enter into an escrow agreement in a the form acceptable to the Sellers and the Purchaser attached as Exhibit D hereto (the "“Escrow Agreement") pursuant to which the Purchaser and the Sellers ”). The Escrow Agreement shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from be entered into on the Closing Date; provided, howeverby and among the Share Buyers, that the Sellers Share Seller and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2Agent. The Adjustment Escrow Funds will be used as security for Amount shall provide the Sellers' obligations to Share Buyers first recourse against the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties amounts held in escrow with respect to the post-Closing adjustments set forth in Section 2.5 and the General Indemnity Escrow FundsAmount shall provide the Share Buyers recourse against the amounts held in escrow with respect to the post-Closing adjustments set forth in Section 2.5 and any indemnification obligation under Article IX, in each case subject to the terms and conditions set forth in the Escrow Agreement and this Agreement (including, without limitation, the order of recovery). The Adjustment Escrow Fund and the General Indemnity Escrow Fund 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 disbursement purposes and in accordance with the terms of this Agreement and the Escrow Agreement. The Adjustment Escrow Fund and the General Indemnity Escrow Fund (or any portion thereof) shall be distributed to or for the benefit of the Escrow FundsShare Seller or the Share Buyers, shall be as applicable, at the times, and upon the terms and conditions, set forth in the Escrow Agreement. 2.4.2 At . All amounts received by the Closing, the Sellers and the Purchaser parties pursuant to this Section 2.4 shall enter into an escrow agreement in a form acceptable be treated as adjustments to the Sellers and Adjusted Share Purchase Price for all Tax purposes. None of the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers parties shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amounttake any position on any Tax Return, together or before any Governmental Entity, that is inconsistent with such interest and other incometreatment, is referred to herein as the "Settlement Escrow Funds") for except upon a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4contrary final determination by an applicable Tax authority.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered ------------------- into among the Transferors, the Sellers Acquirer and the Purchaser shall enter into an escrow agreement in a form acceptable to Escrow Agent (a) $664,293.00 of the Sellers and Cash Portion of the Purchaser Transfer Consideration (the "Escrow AgreementCASH ESCROW") pursuant to which in immediately available funds and (ii) five percent (5%) of the Purchaser and Stock Portion of the Sellers Transfer Consideration in the form of Acquirer's Shares shall appoint U.S. Bank National Association, or another financial institution acceptable be delivered to the Sellers Escrow Agent at Closing. Such monies and the Purchasersecurities (which, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income accrued thereon (which may be due to the party to whom such funds are ultimately paid in accordance with the terms of the Escrow AmountAgreement, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Transferors to the Acquirer pursuant to the indemnification provisions of Article IX below, together with accrued interest thereon. ---------- Pursuant to the terms of the Escrow Agreement, the Cash Escrow shall be used first, and the Stock Escrow shall be used second, to satisfy any such interest and other income, is owed amounts. At the conclusion of the period ending on the first anniversary of the Closing Date (such period being referred to herein as the "Escrow FundsESCROW PERIOD") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of Sum not theretofore paid to the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Acquirer in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement or subject to a pending claim under the Escrow Agreement and this Agreement shall be set forth in disbursed to the Transferors together with accrued interest thereon. The Transferors and the Acquirer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "“Escrow Agreement"”) pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "“Escrow Agent"”), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "“Escrow Funds"”) for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' ’ obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' ’ indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "“Settlement Escrow Agreement"”) pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "“Settlement Escrow Funds"”) for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.42.4.2. The rights and obligations of the parties with respect to the Settlement Escrow Funds, and the disbursement of the Settlement Escrow Funds, shall be set forth in the Settlement Escrow Agreement. 2.4.3 In the event that the Sellers have not completed the corrective actions set forth on Schedule 7.1.7 not less than five (5) Business Days before the Closing Date, at the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the “Trade Escrow Agreement”) pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Trade Escrow Amount together with all interest and other income thereon (the Trade Escrow Amount, together with such interest and other income, is referred to herein as the “Trade Escrow Funds”) for a period of two (2) years from the Closing Date. The Trade Escrow Funds will be used as security for the obligations of the Sellers related to the Tax and compliance matters in connection with Fasco Mexico described in Schedule 4.19.1 and Schedule 7.1.7. The rights and obligations of the parties with respect to the Trade Escrow Funds, and the disbursement of the Trade Escrow Funds, shall be set forth in the Trade Escrow Agreement.

Escrow Arrangements. 2.4.1 At 17.1. The Seller agrees that the ClosingEscrow Property shall be held in escrow for the benefit, and on behalf of, the Sellers and Seller or (as applicable) a Permitted Transferee (as defined in the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Stockholders’ Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Seller under the Stockholders’ Agreement, and that any Escrow Funds Property distributed from the Escrow Account (net of other than to the amount of any pending claimsBuyer) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, Clause ‎17 and the disbursement of the Escrow Funds, shall provisions to be set forth out in the Escrow Agreement. 2.4.2 At 17.2. Each of the ClosingBuyer, the Sellers Seller and the Purchaser Seller’s Guarantor agrees that it shall enter into an escrow agreement in a use all reasonable endeavours to: (a) finalise the form acceptable to the Sellers and the Purchaser (the "Settlement of Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint Agreement with the Escrow Agent as soon as reasonably practicable and in any event no later than 30 days after the date of this Agreement; and (b) enter into the form of Escrow Agreement agreed with the Escrow Agent pursuant to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from this Clause ‎17.2 on or about the Closing Date. 17.3. Each of the Buyer,the Seller and the Seller’s Guarantor agrees that in the event the Escrow Agreement is not entered into in accordance with Clause ‎17.2, the Escrow Property shall be held by the Seller and shall only be disposed of or released in accordance with the terms of ‎Schedule 19. 17.4. The Settlement parties acknowledge that it is the Seller’s (or, as the case may be, the Seller’s Guarantor’s) intention that any amounts due to the Buyer in connection with any claim under or arising out of this Agreement or any obligation of the Seller to pay the Buyer under this Agreement (including without limitation as a result of any adjustment to the Purchase Price pursuant to Clause ‎7.2(b) (a “Seller Adjustment Payment”)) will first be paid out of the Escrow Funds Property held in the Escrow Account, in accordance with the Escrow Agreement. Notwithstanding the foregoing, nothing in this Clause ‎17 shall in any way limit or prejudice the Buyer’s ability to make any claim under or arising out of this Agreement. 17.5. The Buyer, on the one hand, will be used as security responsible for 50 per cent., and the obligations Seller, on the other hand, will be responsible for 50 per cent., of the Sellers described fees and expenses payable to the Escrow Agent from time to time and the Escrow Agent may deduct such amounts: (a) from the amount remaining in Schedule 2.4the Escrow Account in the case of any such amounts due to the Escrow Agent from the Seller; and (b) otherwise from the payments due to the Buyer and the Seller respectively in accordance with the terms of this Agreement.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered ------------------- into among the Company, the Sellers Buyer, Iconixx and the Purchaser Escrow Agent, $1,000,000 of the Purchase Price shall enter into an escrow agreement in a form acceptable be delivered to the Sellers and the Purchaser Escrow Agent at Closing (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Associationsuch monies paid, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (accrued thereon, is hereinafter referred to as the "Escrow Sum"). The Escrow Sum shall be held pursuant to the terms of the Escrow AmountAgreement for payment from such Escrow Sum of the amounts, together if any, owing by the Company to Iconixx or the Buyer pursuant to the provisions of the Net Working Capital Adjustment or for indemnification claims pursuant to Article ------- VIII hereof. To the extent claims against the Escrow Sum are determined in favor ---- of the Company, then all amounts reserved against the Escrow Sum in connection with such claims shall be remitted to the Company as soon as practicable following any such determination, along with all accrued interest and other incomeearned on the Escrow Sum from the date of the original claim against the Escrow Sum until paid. On the six month anniversary of the Closing Date, is the Escrow Sum shall be reduced to an amount equal to the sum of $500,000 plus the amount of claims then pending against the Escrow Sum, with such reduction amount to be remitted to the Company. On the first anniversary of the Closing Date (such 12 month period being referred to herein as the "Escrow FundsPeriod") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Sum not theretofore claimed by or paid to Iconixx or Buyer in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company. All disbursements at the expiration of the Escrow Period shall be paid in cash to the Company at its account set forth in Exhibit C as updated from --------- time to time. The Company and Iconixx and Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At (i) Notwithstanding the Closingforegoing, subject to effectiveness of the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser Merger, 257,500 shares of Parent Common Stock (the "Indemnification Escrow AgreementShares") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the be deposited in escrow agent with Mellon Investor Services LLC ("Mellon") (the "Escrow Agent"), ) to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of satisfy any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights VIII, to be held and obligations administered in accordance with an Indemnification Escrow Agreement substantially in the form of Exhibit 1.8.1(c)(i) (the "Indemnification Escrow Agreement"), such Indemnification Escrow Shares to be withheld and deducted, pro rata, from the shares of Parent Common Stock otherwise issuable to each stockholder of Company Capital Stock at the Effective Time. (ii) In addition to the escrow arrangement established pursuant to Section 1.8.1(c)(i), and subject to effectiveness of the parties Merger, 1,030,000 shares of Parent Common Stock (the "Special Liability Escrow Shares") shall be deposited in escrow with the Escrow Agent to satisfy any indemnification obligations under Article VIII, to be held and administered in accordance with a Special Liability Escrow Agreement substantially in the form of Exhibit 1.8.1(c)(ii) (the "Special Liability Escrow Agreement"), such Special Liability Escrow Shares to be withheld and deducted, pro rata, from the shares of Parent Common Stock otherwise issuable to each holder of Company Capital Stock at the Effective Time. (iii) All such Indemnification Escrow Shares and Special Liability Escrow Shares shall be free of any other escrow or pledge obligation. Approval of the Merger at a special meeting of the stockholders of the Company or by written consent or by delivery of their certificates representing shares of Company Capital Stock to the Escrow Agent in accordance with the provisions of Section 1.8.2 shall be deemed to constitute the agreement of the stockholders of the Company with respect to the Escrow Funds, indemnification obligations of the stockholders and the disbursement procedures set forth in Article VIII. Fractional shares of Parent Common Stock shall not be deposited in escrow. In lieu thereof, each stockholder shall round such fractional share to the nearest whole number (with .5 shares being rounded up) and deposit into escrow a full share of Parent Common Stock for such fractional share. The Indemnification Escrow Shares and Special Liability Escrow Shares shall be held by the Escrow Agent in book entry form. Notwithstanding the escrow of the Indemnification Escrow FundsShares and Special Liability Escrow Shares, cash dividends or other non-stock distributions declared and paid on such shares shall continue to be paid by Parent to the stockholders and all voting rights and all other indicia of ownership other than physical possession of the certificates representing such shares shall inure to the benefit of and be enjoyed by such stockholders. Any securities received by the Escrow Agent in respect of any Indemnification Escrow Shares and Special Liability Escrow Shares held in escrow as a result of any stock split or combination of shares of Parent Common Stock, payment of a stock dividend or other stock distribution in or on shares of Parent Common Stock or change of Parent Common Stock into any other securities pursuant to or as a part of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of Parent, or otherwise, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint held by the Escrow Agent to receive as, and hold shall be included within the Settlement definition of, Indemnification Escrow Amount together with all interest Shares and other income thereon (the Settlement Special Liability Escrow AmountShares, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4applicable.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered ------------------- into among the Transferors, the Sellers Acquirer and the Purchaser shall enter into an escrow agreement in a form acceptable to Escrow Agent (a) $333,219 of the Sellers and Cash Portion of the Purchaser Transfer Consideration (the "Escrow AgreementCASH ESCROW") pursuant to which in immediately available funds and (ii) five percent (5%) of the Purchaser and Stock Portion of the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to Transfer Consideration in the Sellers and form of Acquirer's Shares valued at $333,219 during the Purchaser, Escrow Period (as defined below) using the escrow agent same price per share as of the Closing Date (the "Escrow AgentSTOCK ESCROW"), ) shall be delivered to receive and hold the Escrow Amount Agent at Closing. Such monies and securities (which, together with all interest and other income accrued thereon (which may be due to the party to whom such funds are ultimately paid in accordance with the terms of the Escrow AmountAgreement, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Transferors to the Acquirer pursuant to the indemnification provisions of Article IX below, together with accrued interest thereon. Pursuant to the terms ---------- of the Escrow Agreement, the Stock Escrow shall be used first, and the Cash Escrow shall be used second, to satisfy any such interest and other income, is owed amounts. At the conclusion of the period ending on the first anniversary of the Closing Date (such period being referred to herein as the "Escrow FundsESCROW PERIOD") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of Sum not theretofore paid to the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Acquirer in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement terms of the Escrow Funds, Agreement or subject to a pending claim under the Escrow Agreement and this Agreement shall be set forth in disbursed to the Transferors together with accrued interest thereon. The Transferors and the Acquirer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.

Escrow Arrangements. 2.4.1 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within Within five (5) Business Days after following the parties agree termination of the Escrow Fund, which shall occur on the Final Statement 18-month anniversary of Working Capital the Closing Date with respect to the Indemnity Escrow Fund and on the 36-month anniversary of the Closing Date with respect to the Special Indemnity Escrow Fund, the Escrow Agent shall deliver to the Exchange Agent the balance of the Indemnity Escrow Fund or the Special Indemnity Escrow Fund, as applicable, (representing a number of shares of Parent Common Stock) for distribution to the Stockholders as provided in the Escrow Agreement (based on their Pro Rata Portion), less any amounts (calculated by reference to the Parent Announcement Stock Price) that would be necessary to satisfy any then pending and unsatisfied or unresolved claim for indemnification for any Parent Indemnifiable Loss pursuant to this Article VII delivered to the Stockholders’ Representative in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations and subject to the Purchaser under terms and limitations of this Agreement, including the payment by the Sellers Article VII if such claim(s) were resolved in full in favor of the Adjustment AmountParent Indemnified Parties (which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved). Promptly following the time that any such pending and unsatisfied or unresolved claims shall thereafter have been resolved, the Escrow Agent shall deliver to the Exchange Agent or the Surviving Corporation, as applicable, the remaining portion of such undistributed amount for distribution to the Stockholders, if any, pursuant not used to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect satisfy such claims to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth Stockholders as provided in the Escrow Agreement. 2.4.2 At Agreement (based on their Pro Rata Portion). Any Stockholder who would otherwise be entitled to receive a fraction of a share of Parent Common Stock pursuant to this Section 7.7 (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable dollar amount (rounded to the Sellers nearest whole cent), without interest, determined by multiplying such fraction by the Parent Announcement Stock Price, and the Purchaser (the "Settlement Escrow Agreement") pursuant Parent shall pay, or cause to which the Purchaser and the Sellers shall appoint the Escrow Agent be paid, such cash amount to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4Stockholder.

Escrow Arrangements. 2.4.1 (a) At the ClosingEffective Time, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable holders of Company Common Shares outstanding immediately prior to the Sellers and the Purchaser (the "Escrow Agreement") Effective Time that are converted into Parent Capital Shares pursuant to which the Purchaser Section 1.7(a)(i) will be deemed to have received and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold deposited with the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty Agent ten percent (5010%) of the issued and outstanding Parent Capital Shares (calculated on an as-converted to Parent Common Share basis), after giving effect to the Merger (the “Company Escrow Funds Shares”) (net plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time), without any act on the part of such Stockholders. As soon as practicable after the Effective Time, the Company Escrow Shares, without any act on the part of any Stockholder, will be deposited with U.S. Bank National Association (the “Escrow Agent”), such deposit of the amount Company Escrow Shares to constitute an escrow fund (the “Company Escrow Fund”) to be governed by the terms set forth herein and the Escrow Agreement. The number of Company Escrow Shares deposited on behalf of each Stockholder shall be in proportion to the aggregate Parent Preferred Shares to which such Stockholder would otherwise be entitled under Section 1.7(a) hereof and shall be in the respective share amounts and percentages listed opposite each such Stockholder’s name listed in a schedule in form and substance reasonably acceptable to Parent to be executed by the Company and Parent at Closing (the “Escrow Schedule”). (b) At the Effective Time, the Unidym Holders will deposit with the Escrow Agent ten percent (10%) of the issued and outstanding Parent Capital Shares (calculated on an as-converted to Parent Common Share basis), after giving effect to the Merger (the “Parent Escrow Shares”) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time), without any act on the part of such stockholders. As soon as practicable after the Effective Time, the Parent Escrow Shares, without any act on the part of any pending claims) remaining following stockholder of Parent, will be deposited with the payment Escrow Agent, such deposit of the Adjustment Amount, if any, Parent Escrow Shares to constitute an escrow fund (the “Parent Escrow Fund”) to be governed by the terms set forth herein and the Escrow Agreement. The number of Parent Escrow Shares deposited on behalf of each Unidym Holder shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations proportion to the Purchaser under this Agreement, including aggregate number of shares of Parent Capital Stock held by such Unidym Holder and shall be in the payment by respective share amounts and percentages listed in the Sellers of Escrow Schedule. (c) The Company Escrow Fund shall be the Adjustment Amount, if any, sole source available to reimburse the Parent Group for any Losses for which they are entitled to be indemnified pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 97.2(a) hereof. The rights and obligations of Distributions from the parties with respect to Company Escrow Fund shall be governed by the terms set forth in the Escrow FundsAgreement. Except for Losses arising from Parent’s failure to purchase or maintain the D&O Insurance described in Section 4.10, and the disbursement of the Parent Escrow Funds, Fund shall be the sole source available to reimburse the Stockholder Group for any Losses for which they are entitled to be indemnified pursuant to Section 7.2(b) hereof. Distributions from the Parent Escrow Fund shall be governed by the terms set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 Notwithstanding any provisions of this Agreement to the contrary: (a) At the Closing, the Purchaser and Sellers and the Purchaser shall enter into establish an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, account with UST or another financial institution acceptable to the Sellers and the Purchasersimilarly situated U.S. bank, as the escrow agent (the "Escrow Agent"), pursuant to receive an escrow agreement to be in a form reasonably satisfactory to Purchaser, Sellers and Escrow Agent (the "Escrow Agreement"). The Escrow Agent shall hold any and all property and invest any and all funds deposited with it as provided in the Escrow Amount together with all interest and other income thereon (Agreement. The Escrowed Shares deposited by Purchaser on behalf of Sellers pursuant to Section 1.02(a) shall be held by the Escrow AmountAgent pursuant to the Escrow Agreement. The proceeds of sales of the Escrowed Shares in accordance with this Article II, together with such interest and other incomeincluding, is but not limited to, the Escrow Shortfall Payment, are referred to herein as the "Escrow Funds." (b) for a period of eighteen If, pursuant to either the Determination Financial Statements or the Independent Accounts Report, the Determination EBIT is greater than Five Million Five Hundred Thousand Dollars (18) months from $5,500,000), then, on the Closing Earnout Payment Date or the Final Earnout Payment Date; provided, howeveras the case may be, that the Sellers and the Purchaser agree that fifty percent (50%) each Seller shall be entitled to receive, in immediately available funds wired to an account designated by each Seller, one-half of the Escrow Funds (net together with one-half of any interest earned thereon less the fees and expenses of the amount of any pending claims) remaining following Escrow Agent. If the payment of Sellers are not entitled to receive the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations pursuant to the Purchaser under this Agreementpreceding sentence, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to then the Escrow Funds, together with any and all interest earned thereon less the disbursement fees and expenses of the Escrow FundsAgent, shall be set forth in shall, on the Escrow Agreement. 2.4.2 At the Closing, the date that a determination that Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable are not so entitled is made pursuant to the Sellers and terms hereof, become the Purchaser (the "Settlement Escrow Agreement") pursuant to which the property of Purchaser and the Sellers neither Seller shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together have any claim with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4respect thereto.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered into among Seller, Global and the Escrow Agent, $1,200,000 of the Purchase Price payable in cash and the Global Stock (collectively, the Sellers and "Standard Escrow Sum") plus $365,000 of the Purchaser shall enter into an escrow agreement Purchase Price payable in a form acceptable to the Sellers and the Purchaser cash (the "Additional Escrow AgreementSum") pursuant shall be delivered to which the Purchaser Escrow Agent at Closing. Any shares of Global Stock deposited by Seller shall be valued as described in Section 2.9(b). Such moneys and Global Stock, if any, (collectively, the Standard Escrow Sum and the Sellers shall appoint U.S. Bank National AssociationAdditional Escrow Sum, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (dividends accrued thereon, are hereinafter referred to as the "Escrow Sum") shall be held pursuant to the terms of the Escrow AmountAgreement for payment from such Escrow Sum of the amounts, together if any, owing by the Seller and Shareholders to Global pursuant to Section 2.15 (at any time during the Standard Escrow Period) with respect to the Standard Escrow Sum or pursuant to the indemnification obligations under Article VIII below with respect to the Standard Escrow Sum or the Additional Escrow Sum, as applicable, and as set forth in the Escrow Agreement. At the conclusion of the period ending on the first anniversary of the Closing Date (such interest and other income, is period being referred to herein as the "Standard Escrow FundsPeriod") for a period ), such remaining portion of eighteen (18) months from the Closing Date; provided, however, that Standard Escrow Sum not then subject to an unresolved claim by Global or previously paid to Global in accordance with the Sellers and the Purchaser agree that fifty percent (50%) terms of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, Agreement and this Agreement shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital disbursed in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 . At the Closing, conclusion of the Sellers and period ending on the Purchaser shall enter into an escrow agreement in a form acceptable to third anniversary of the Sellers and the Purchaser Closing Date (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is period being referred to herein as the "Settlement Additional Escrow FundsPeriod") for a period ), such remaining portion of two (2) years the Escrow Sum not theretofore claimed by or paid to Global or to Shareholders' Representative or Seller in accordance with the terms of the Escrow Agreement and this Agreement shall be disbursed pursuant to the Escrow Agreement or to Seller as more particularly provided in the Escrow Agreement. The Shareholders' Representative shall have the right to pay any escrow claims under the Escrow Agreement from the Closing DateEscrow Sum with respect to the Standard Escrow Sum in a combination of cash and/or Global Stock, if any, as determined by the Shareholders' Representative (as hereinafter defined). The Settlement Seller and Global agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Funds Sum to which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement. Any interest, dividends or other income on the cash and Global Stock held in accordance with the Escrow Agreement will be used as security for distributed to the obligations Seller and Shareholders in accordance with the terms of the Sellers described in Schedule 2.4Escrow Agreement.

Escrow Arrangements. 2.4.1 At (a) Upon the Closingoccurrence of the Escrow Start Date, if any, the Sellers and the Purchaser Buyers shall enter into an escrow agreement in a form acceptable deliver to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), for the purpose of securing the indemnification obligations of the Seller set forth in Article VII, an amount equal to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds"i) for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty ten percent (5010%) of the sum of (x) the Closing Cash Payment (as determined pursuant to Section 1.5, (y) the Advance Payment and (z) as applicable, the Additional Closing Payment, or the Original Principal Amount (as defined in the Closing Promissory Note) at the Escrow Funds Start Date, plus (net of ii) any unpaid Claimed Amounts then outstanding (other than any such unpaid Claimed Amounts subject to the amount of limitations in Section 7.5(b)) minus (iii) any pending claimsDamages previously paid by the Seller or the Guarantors to a Buyer Indemnified Party that were subject to the limitations in Section 7.5(b) remaining following (the payment of the Adjustment “Escrow Amount”). The Escrow Amount shall be paid in one hundred percent (100%) cash. (b) The Escrow Amount, if any, shall be released within five held by the Escrow Agent under the Escrow Agreement. The Escrow Amount shall be held in an escrow fund (5the “Escrow Fund”) Business Days after which 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 parties agree on the Final Statement of Working Capital purposes and in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations terms of the escrow agreement agreed upon by the Buyers and the Representative. (c) Subject to the Purchaser under this restrictions and limitations set forth in Article VII and in the Escrow Agreement, including at the payment by close of business on the Sellers of Representation and Warranty Expiration Date, any then-remaining Available Escrow Fund shall be released to the Adjustment AmountSeller. Thereafter, if anyat any time there is any then-remaining Available Escrow Fund, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect such amount shall be promptly released to the Escrow Funds, Seller as soon as it becomes available in accordance with Article VII and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At 3.1 Notwithstanding the Closingterms of Schedule 9 to the Deed Poll, the Sellers and parties agree that if the Purchaser Effective Time occurs: (A) Loudeye shall enter into an escrow agreement in a form acceptable continue to retain the Loudeye Shares issued by it prior to the Sellers date hereof that are currently being held by Loudeye as Escrow Shares (in the amounts set forth in column 3 of Schedule 1 hereto), and such Loudeye Shares shall continue to constitute Escrow Shares and shall be held subject to the Purchaser terms and conditions of Schedule 9 to the Deed Poll; and (B) Each of the Obligors irrevocably directs Loudeye to (and consents and agrees to) Loudeye retaining from each Obligor's aggregate entitlement to Cash Payments and Accelerated Consideration Shares pursuant to the Acquisition Amendment, the amount of cash set forth opposite such Obligor's name in column 4 of Schedule 1 hereto (the "Escrow AgreementACCELERATED CONSIDERATION ESCROW CASH") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent number of Accelerated Consideration Shares set forth opposite such Obligor's name in column 5 of Schedule 1 hereto (the "Escrow AgentACCELERATED CONSIDERATION ESCROW SHARES"). The Accelerated Consideration Escrow Cash and Accelerated Consideration Escrow Shares retained by Loudeye pursuant to this Clause 3.1(B) shall be treated as Escrow Cash and Escrow Shares, respectively, for purposes of Schedule 9 to receive the Deed Poll, shall be held subject to the terms and hold conditions of Schedule 9 to the Escrow Amount together with Deed Poll and shall be deemed to satisfy all interest and other income thereon (retentions which Loudeye would otherwise be permitted to make pursuant to Schedule 9 to the Escrow Amount, together with such interest and other income, is referred to herein as Deed Poll in respect of the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers Cash Payments and the Purchaser agree Accelerated Consideration Shares; provided that fifty percent (Loudeye shall itself hold back the Accelerated Consideration Escrow Cash in lieu of depositing such amounts in an Escrow Account. For the avoidance of doubt, Loudeye shall only be entitled to retain 50%) % of the Accelerated Consideration Escrow Funds (net of the amount of any pending claims) remaining following the Cash upon payment of the Adjustment Amount, if any, First Cash Payment with the remaining 50% being retained upon payment of the Second Cash Payment. (C) ▇▇▇▇ Large agrees that: (a) either (i) he shall be released within five deposit with Loudeye (5and agrees that Loudeye may retain) Business Days after the parties agree on the Final Statement number of Working Capital Loudeye Shares opposite his name in accordance with Section 2.2. The column 6 of Schedule 1 hereto as Escrow Funds will be used as security for the Sellers' obligations Shares (subject to the Purchaser under this Agreement, including terms and conditions of Schedule 9 to the payment Deed Poll) as and when he exercises options held by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties him with respect to the Large Escrow FundsShares (as defined below); or (ii) he shall leave unexercised sufficient number of options as represents that number of Loudeye Shares opposite his name in column 6 of Schedule 1, (such shares, the "LARGE ESCROW SHARES") (and the obligations in this clause shall be in substitution for his obligations under paragraphs 2.1 and 2.2 of Schedule 9 of the Deed Poll); and (b) if at any time when he still holds options to purchase Loudeye Shares he would, if such options had been exercised at that time, have become obliged pursuant to the terms of the Deed Poll to waive his right to such Loudeye Shares which would fall to be issued upon exercise of such options, Loudeye shall be entitled to cancel his options to purchase the Loudeye Shares which he would otherwise have waived the right to receive. (D) The following amendments shall be made to Schedule 9 to the Deed Poll: (a) in paragraph 6.1, the definition of "B" shall be amended to read "a fraction, the numerator of which is the aggregate amount of the relevant Obligor's Escrow Cash, and the disbursement denominator of which is the aggregate amount of Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the Cash of all Obligors"Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.;

Escrow Arrangements. 2.4.1 At (a) Immediately prior to the Closing, the Sellers and the Purchaser Seller Parties shall enter deposit into an escrow agreement account the amounts set forth on Schedule 2.9(a) (the “Specified Liability Escrow Account”), as adjusted pursuant to Section 2.9(d) (as adjusted, the “Specified Liability Amount”). (b) Additionally, the Seller Parties will deposit $4,000,000 (the “General Liability Amount”) into a separate escrow account (the “General Liability Escrow Account” and together with the Specified Liability Escrow Account, the “Escrow Accounts”). (c) The Escrow Accounts shall be available to satisfy (i) any liability set forth on Schedule 2.9(a) (the “Specified Liabilities”) and (ii) any liabilities of the Seller Parties that are not Assumed Liabilities (other than those set forth on Schedule 2.9(a)) and any rights of the Purchaser to indemnification under this Agreement (collectively, the “General Liabilities”), upon the terms and conditions set forth in a form acceptable this Section 2.9. (d) No later than ten (10) Business Days prior to the Sellers anticipated Closing Date, the Seller Parties shall prepare and deliver to the Purchaser a statement (the "Escrow Agreement"“Closing Specified Liabilities Statement”) pursuant which shall set forth the Specified Liabilities as of immediately prior to the Closing, which statement shall be subject to the Purchaser’s review and comment and shall be agreed upon between the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable Seller Parties prior to the Sellers Closing, such statement to be amended to reflect the agreed upon amounts of the Specified Liabilities (such agreed upon amounts, the “Closing Specified Liabilities”). The Closing Specified Liabilities Statement shall be prepared using a methodology that values each Specified Liability at 100% of the potential gross value of such liability (e.g., if the value of a Specified Liability is $1,000 but the expected settlement of such Specified Liability is $950, the amount to be put into the Specified Liability Escrow Account shall be $1,000). If any of the Closing Specified Liabilities are greater than the corresponding Specified Liability Amounts set forth on Schedule 2.9(a) in effect as of the date hereof, the Specified Liability Amount shall be increased by the amount of such difference. (e) Subject to the following requirements, the Escrow Amounts shall be disbursed as follows: (i) Upon the satisfaction in full of any Specified Liability (to the reasonable satisfaction of the Purchaser, based upon supporting documentation provided by the Seller Parties), the amount set forth on the Closing Specified Liabilities Statement opposite any such Closing Specified Liability shall be disbursed from the Specified Liability Escrow Account to the Seller Parties; (ii) Six (6) months following the Closing Date, an amount equal to 25% of (x) the remaining portion of the General Liability Amount less (y) the amount of any then unresolved Formal Claim, shall be disbursed from the General Liability Escrow Account to the Seller Parties; (iii) Twelve (12) months following the Closing Date, an amount equal to 25% of (x) the remaining portion of the General Liability Amount less (y) the amount of any then unresolved Formal Claim, shall be disbursed from the General Liability Escrow Account to the Seller Parties; and (iv) Eighteen (18) months following the Closing Date, any remaining portion of the General Liability Amount less the amount of any then unresolved Formal Claim, shall be disbursed from the General Liability Escrow Account to the Seller Parties. To the extent any amounts remain in the General Liability Escrow Account (the “Remaining Escrow Amounts”) after the time periods set forth in Sections 2.9(e)(ii), (iii) and (iv), subject to Section 2.9(f), the Remaining Escrow Amounts shall be disbursed to the Seller Parties upon the final resolution of any then outstanding Formal Claim (to the reasonable satisfaction of the Purchaser, based upon supporting documentation provided by the Seller Parties). (f) With respect to any amounts retained in the General Liability Escrow Account in respect of a claim for indemnification by the Purchaser, upon resolution of any such claim, the amount resolved shall be disbursed to the Purchaser. (g) The Purchaser and the Seller Parties shall cooperate in good faith to ensure that the Escrow Amounts are distributed to the Seller Parties or the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if anycase may be, pursuant to the terms of this Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations 2.9, whether through the preparation of the parties with respect joint written instructions to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow AgreementAgent or otherwise. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At the Closing, the Sellers (a) By virtue of this Agreement and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' indemnity obligations provided for in Section 9.2 hereof, at the Effective Time, the Securityholders will be deemed to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 have received and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties deposited with respect to the Escrow Funds, and the disbursement Agent their Pro Rata Share of the Escrow FundsFund. Promptly after Closing, the Escrow Fund will be deposited directly by Purchaser with the Escrow Agent and be held in accordance with the terms of this Agreement and the Escrow Agreement. The Escrow Fund shall be set forth available to compensate the Purchaser Indemnified Persons for any claims by such parties for any Damages suffered or incurred by them and for which they are entitled to recovery under this ARTICLE IX in accordance with the terms hereof and the Escrow Agreement. 2.4.2 At (b) Any indemnification to which a Purchaser Indemnified Person is entitled under this Agreement as a result of any Damages it may suffer shall be made solely as a payment to such Purchaser Indemnified Person from the ClosingEscrow Fund in accordance with the terms hereof and of the Escrow Agreement, provided that if the amount of Damages with respect to Company Core Representations exceeds the Escrow Fund, each Securityholder shall be, severally and not jointly, liable to the Purchaser Indemnified Person for any such excess based on each such Securityholder’s Pro Rata Share of the Merger Consideration received by such Person. For purposes of determining the amount of stock to satisfy an indemnification claim, each share of Purchaser Common Stock shall be valued at the average closing price per share of the Purchaser Common Stock on the Nasdaq National Market or such other market upon which it shall then be traded for the five (5) Trading Days immediately preceding the date upon which such Escrow Shares shall be released to satisfy such indemnification obligation. Notwithstanding the foregoing, the Sellers Securityholders’ Representative (on behalf of the Securityholders), may satisfy an indemnification claim made by a Purchaser Indemnified Person by paying such amount in full or in part in cash. (c) On the date which is 12 months and one day after the Purchaser shall enter into an escrow agreement in Closing Date (or, if such date is not a form acceptable to Business Day, the Sellers and the Purchaser immediately following Business Day) (the "Settlement “Escrow Agreement"Termination Date”), (i) pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent shall pay to receive each former Securityholder such Securityholder’s Pro Rata Share of the Escrow Fund, if any, remaining in escrow on the Escrow Termination Date (less the number of Escrow Shares released out of the Escrow Fund with respect to any Damages for which such Securityholder was individually liable under Section 9.2(a) (with the remaining Securityholders receiving their pro rata portion of any Escrow Shares not released or paid out, as applicable, to any such Securityholder)) and hold (ii) the Settlement escrow shall terminate. Notwithstanding the foregoing, if on the Escrow Amount together with all interest Termination Date any claim by a Purchaser Indemnified Party has been made that could reasonably be expected to result in Damages and other income thereon (Purchaser has notified the Settlement Escrow AmountAgent and the Securityholders’ Representative of such in writing, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years then there shall be withheld from the Closing Date. The Settlement Escrow Funds will be used as security for distribution to the obligations Securityholders such amount of the Sellers described Escrow Fund necessary to cover all Damages that could reasonably expected to result from all such pending claims in Schedule 2.4accordance with the terms of the Escrow Agreement (and the Escrow Fund shall continue with respect to such withheld amount) and such withheld amount (or the applicable portion thereof) shall either be (A) paid to Purchaser or (B) paid to the former Securityholders in accordance with each such Securityholder’s Pro Rata Share (less the number of Escrow Shares released out of the Escrow Fund with respect to such withheld amount for any Damages for which such Securityholder was individually liable under Section 9.2(a) (with the remaining Securityholders receiving their pro rata portion of any Escrow Shares not released to any such Securityholder)), as determined upon final resolution of each such claim in accordance with the terms of the Escrow Agreement and ARTICLE IX hereof.

Escrow Arrangements. 2.4.1 At The Legacy Equityholder understands and agrees that Units in the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable Indemnity Escrow Account will be used to the Sellers and the Purchaser (the "Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to the Sellers and the Purchaser, as the escrow agent (the "Escrow Agent"), to receive and hold the Escrow Amount together with all interest and other income thereon (the Escrow Amount, together with such interest and other income, is referred to herein as the "Escrow Funds") for a period of eighteen (18) months from the satisfy post-Closing Date; provided, however, that the Sellers and the Purchaser agree that fifty percent (50%) of the Escrow Funds (net of the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, by the Parent Indemnified Parties. The Legacy Equityholder understands that the Indemnity Escrow Account (less claims paid and a reserve for asserted but unresolved claims) shall be released within five (5) Business Days after the parties agree and issued to applicable equityholders on the Final Statement 18-month anniversary of Working Capital the Closing. The Legacy Equityholder understands and agrees that the Representative shall have sole control of withdrawals from, or other decisions with respect to, the Representative Fund, and that such funds may be used for (i) expenses incurred in performing its duties as the Representative (including, without limitation, as “TRA Representative” as defined in, and in accordance with, the Tax Receivable Agreement), (ii) indemnification of the Representative by the Legacy Equityholders under agreements between the Representative and the Legacy Equityholders, (iii) satisfaction of any contribution claim the Representative has against Legacy Equityholders for any indemnification claims paid by the Representative in excess of such Representative’s Pro Rata Portion of the Legacy Equityholders as set forth in Exhibit L of the Merger Agreement, and (iv) satisfaction of any indemnification claims by the Parent Indemnified Parties (as defined in the Merger Agreement) against the Legacy Equityholders. The Legacy Equityholder understands and agrees that any Class B Units of the Surviving Entity from the Indemnity Escrow Account and any cash released from the Representative Fund for the benefit of equityholders shall be distributed to them on a pro rata basis in accordance with Section 2.2. The Escrow Funds will be used as security for the Sellers' obligations to the Purchaser under this Agreement, including the payment by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties with respect to the Escrow Funds, and the disbursement of the Escrow Funds, shall be set forth in the Escrow Agreementtheir Pro Rata Portions. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant to which the Purchaser and the Sellers shall appoint the Escrow Agent to receive and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4.

Escrow Arrangements. 2.4.1 At Pursuant to the ClosingEscrow Agreement to be entered ------------------- into among the Transferors, the Sellers Acquirer and the Purchaser shall enter into an escrow agreement in a form acceptable to Escrow Agent (a) five percent (5%) of the Sellers and Cash Portion of the Purchaser Transfer Consideration (the "Escrow AgreementCASH ESCROW") pursuant to which in immediately available funds and (ii) ten percent (10%) of the Purchaser and Stock Portion of the Sellers shall appoint U.S. Bank National Association, or another financial institution acceptable to Transfer Consideration in the Sellers and the Purchaser, as the escrow agent form of Acquirer's Shares (the "Escrow AgentSTOCK ESCROW"), ) shall be delivered to receive and hold the Escrow Amount Agent at Closing. Such monies and securities (which, together with all interest and other income accrued thereon (which may be due to the party to whom such funds are ultimately paid in accordance with the terms of the Escrow AmountAgreement, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Transferors to the Acquirer pursuant to the indemnification provisions of Article IX below, together with accrued interest ---------- thereon. Pursuant to the terms of the Escrow Agreement, the Cash Escrow shall be used first, and the Stock Escrow shall be used second, to satisfy any such interest and other income, is owed amounts. At the conclusion of the period ending on the first anniversary of the Closing Date (such period being referred to herein as the "Escrow FundsESCROW PERIOD") for a period of eighteen (18) months from the Closing Date; provided), however, that the Sellers and the Purchaser agree that fifty percent (50%) such remaining portion of the Escrow Funds (net of Sum not theretofore paid to the amount of any pending claims) remaining following the payment of the Adjustment Amount, if any, shall be released within five (5) Business Days after the parties agree on the Final Statement of Working Capital Acquirer in accordance with Section 2.2. The the terms of the Escrow Funds will Agreement or subject to a pending claim under the Escrow Agreement and this Agreement shall be used as security for the Sellers' obligations disbursed to the Purchaser under this AgreementTransferors together with any interest, including the payment dividends or other amounts received by the Sellers of the Adjustment Amount, if any, pursuant to Section 2.3.3 and Sellers' indemnification obligations under Article 9. The rights and obligations of the parties Escrow Agent with respect to the Escrow Funds, Sum. The Transferors and the disbursement Acquirer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive those portions of the Escrow Funds, shall be set forth in the Escrow Agreement. 2.4.2 At the Closing, the Sellers and the Purchaser shall enter into an escrow agreement in a form acceptable to the Sellers and the Purchaser (the "Settlement Escrow Agreement") pursuant Sum to which the Purchaser and furnishing party is entitled under the Sellers shall appoint provisions of the Escrow Agent to receive Agreement and hold the Settlement Escrow Amount together with all interest and other income thereon (the Settlement Escrow Amount, together with such interest and other income, is referred to herein as the "Settlement Escrow Funds") for a period of two (2) years from the Closing Date. The Settlement Escrow Funds will be used as security for the obligations of the Sellers described in Schedule 2.4this Agreement.