Common use of Escrow Period; Distribution upon Termination of Escrow Periods Clause in Contracts

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the Survival Date (the “Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Date, and any such amount shall not be distributed to the Company Indemnifying Parties at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Indemnifying Parties the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund to the Company Indemnifying Parties pursuant to this Section 8.5(b) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Contract Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaPacific time, on the Survival Expiration Date (the “"Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination"); provided, however, that the Escrow Fund Period shall not terminate with respect to any such amount (or some portion thereof), that together with the aggregate amount remaining in respect of the Contract Escrow Fund is reasonably necessary to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer’s 's Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to termination of such Escrow Period. MDLI and Total eMed, on behalf of itself and its stockholders, agree that (i) as of the Survival Expiration Date, any and any such amount all Earn-out Claims shall not be distributed deemed to be an unsatisfied claim; (ii) MDLI may make claims against the Contract Escrow Fund with respect to the Company Indemnifying Parties at such timeEarn-out Claims after the Expiration Date; and (iii) the Escrow Period shall extend with until final resolution of all Earn-out Claims. As soon as all such unsatisfied claims have been resolved, as evidenced by written memorandum of the Securityholder Agent and MDLI, the Escrow Agent shall deliver to the Company Indemnifying Parties Shareholders the remaining portion of the Contract Escrow Fund, if any, Fund not required to satisfy such Unresolved Claimsunsatisfied claims; provided, however, that any funds to be distributed that were contributed the Escrow Agent shall release to the Shareholders on the Expiration Date such portion of the Contract Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct that is in excess of the appropriate tax withholding amounts and distribute net funds to such Company Optionholderamount in dispute of any unsatisfied claims. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund Amounts to the Company Indemnifying Parties Shareholders pursuant to this Section 8.5(b) 7.2.2 shall be made in proportion to their respective Pro Rata Portions of original contributions to the remaining amounts in the Contract Escrow Fund (or in as set forth on the case Escrow Schedule). At all times during the Escrow Period, the Shareholders shall be deemed to be the record holders of their respective amounts of the Working Capital MDLI Common Stock comprising the Escrow Amount, in proportion . Securityholder Agent shall provide to their respective Pro Rata Portions of any portion the Escrow Agent a current schedule of the Working Capital Shareholders' names and addresses and pro rata share of the Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded prior to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum date of distribution of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow FundAmount.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the One Year Escrow Fund shall be remain in existence immediately during the period following the Closing and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the Survival Date for twelve (12) months (the “One Year Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination; provided, however, that the Three Year Escrow Fund shall not terminate with respect remain in existence during the period following the Closing for thirty-six (36) months (the “Three Year Escrow Period”). Upon expiration of the One Year Escrow Period, a portion of the remaining One Year Escrow Fund shall be released from One Year Escrow to any the appropriate persons, who, immediately prior to the Merger, were stockholders of the Company, in an amount in respect equal to the remaining One Year Escrow Fund less an amount equal to such portion of the One Year Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) theretofore delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Dateend of the One Year Escrow Period, and any such which amount shall not remain in the One Year Escrow Fund (and the One Year Escrow Fund shall remain in existence) until such claims have been resolved. Upon expiration of the Three Year Escrow Period, a portion of the remaining Three Year Escrow Fund shall be distributed released from Escrow to the Company Indemnifying Parties at appropriate persons, who, immediately prior to the Merger, were stockholders of the Company, in an amount equal to the remaining Three Year Escrow Fund less an amount equal to such timeportion of the Three Year Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent prior to the end of the Three Year Escrow Period, which amount shall remain in the Three Year Escrow Fund (and the Three Year Escrow Fund shall remain in existence) until such claims have been resolved. As soon as all such claims have been resolvedresolved (such resolution to be evidenced by the written agreement of Parent and Agent (as defined below) or the written decision of the arbitrators as described in Section 9.3(g)), the Escrow Agent shall deliver to the appropriate persons who, prior to the Merger, were stockholders of Company Indemnifying Parties the remaining portion of the One Year Escrow Fund, if any, Fund or the Three Year Escrow Fund not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholderclaims. Deliveries of the Indemnification One Year Escrow Amount and the Working Capital Three Year Escrow Amount, as applicable, out of the Escrow Fund Amount to the stockholders of Company Indemnifying Parties pursuant to this Section 8.5(b9.3(c) and Section 9.3(e)(i) shall be made in proportion to their respective Pro Rata Portions of original contributions to the remaining amounts in the One Year Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Three Year Escrow Fund, then as calculated by the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow FundAgent (as defined below).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Initial Closing and shall terminate at 5:00 p.m., local time at ParentPurchaser’s corporate headquarters in California, California as follows: (i) on the date of receipt of notice of the Gross Revenue Deficit from Purchaser with respect to an amount equal to $1 million less any Gross Revenue Deficit stated in such notice and such amount shall be distributed to the Shareholders following such date and (ii) on the date 30 days after the Survival Date (the “Escrow Period”) and with respect to the balance of the Escrow Agent Fund and such amount shall distribute the funds in the Escrow Account be distributed to the Shareholders holding Company Indemnifying Parties Common Shares following such terminationdate; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of which is necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to such distribution date with respect to facts and circumstances existing prior to the Survival Date, and any such amount shall not be distributed to the Company Indemnifying Parties Shareholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall will deliver to the Company Indemnifying Parties the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund to the Company Indemnifying Parties pursuant to this Section 8.5(b) Shareholders shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or with such adjustments to each Shareholder’s Pro Rata Portion required to allow Purchaser to recover from the Escrow expenses paid on behalf of such Shareholder as provided for in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof)Agreement, with the amount delivered to each Company Indemnifying Party Shareholder rounded to the nearest one hundredth whole cent ($0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaCalifornia time, on the Survival Expiration Date (the “"Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination"); provided, however, provided that the Escrow Fund Period shall not terminate with respect to any such amount (or some portion thereof), of the aggregate amount remaining in respect the Escrow Fund which is necessary in the reasonable judgment of Parent, subject to the objection of the Securityholder Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(f) hereof, to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period specified in any Officer’s Escrow Claim Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Date, and any Expiration Date (such amount amounts being referred to as "Contingent Claims Amounts"). Any amounts remaining in the Escrow Fund on the Expiration Date in excess of the Contingent Claim Amounts shall not be distributed to the Company Indemnifying Parties at such time. As soon as all such claims have been resolvedStockholders promptly following the Expiration Date in the following order of priority: (i) First, that amount of the remaining Escrow Agent Amount which is withheld from the Aggregate First Tier Preferred Stock Share Number shall deliver be distributed to the Company Indemnifying Parties the remaining portion holders of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund to the Company Indemnifying Parties pursuant to this Section 8.5(b) shall be made Preferred Stock in proportion to their respective Pro Rata Portions initial contribution of the Aggregate First Tier Preferred Stock Share Number to the Escrow Amount. (ii) Second, that amount of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, if any, which is withheld from the Aggregate Second Tier Preferred Stock Share Number shall be distributed to the holders of the Company Preferred Stock in proportion to their respective Pro Rata Portions of any portion initial contribution of the Working Capital Aggregate Second Tier Preferred Stock Share Number to the Escrow Amount. (iii) Lastly, that amount of the remaining Escrow Amount, if any, which is withheld from the Aggregate Common Stock Share Number shall be distributed to the holders of the Outstanding Company Common Shares in proportion to their respective initial contribution of Aggregate Common Stock Share Number to the Escrow Amount. (iv) Notwithstanding the foregoing, if any shares of the Escrow Amount not due to Parent would be distributed pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded foregoing to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum holders of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to Company Warrants or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.Company

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California11:59 p.m. Washington State time, on the Survival Escrow Termination Date (the “Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination"ESCROW PERIOD"); provided, however, that the Escrow Fund Period shall not terminate with respect to any amount which, in respect the reasonable judgment of Parent, subject to the objection of the Stockholder Representative, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer’s 's Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Date, seventh (7th) calendar day following the termination of the Escrow Period with respect to facts and any such amount shall not be distributed circumstances existing prior to the Company Indemnifying Parties at termination of such timeEscrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Indemnifying Parties Stockholders the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to claims (the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder"REMAINING PORTION"). Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, Shares out of the Escrow Fund to the Company Indemnifying Parties Stockholders pursuant to this Section 8.5(bSECTION 6.3(b) shall be made in proportion according to their respective Pro Rata Portions of the remaining amounts Parent Common Stock included in the Escrow Fund (or Shares immediately prior to such delivery which each Company Stockholder is deemed to hold of record as provided in the case SECTION 6.3(c). Upon termination of the Working Capital Escrow AmountPeriod, Parent and the Stockholders Representative will jointly notify the Escrow Agent in writing that the Escrow Fund may be distributed and the allocation of such distribution. If any Escrow Shares to be delivered are still subject to the Stock Restriction Agreement, such notification will set forth such fact and the Escrow Agent shall incur no liability if such information is not contained therein. The Escrow Agent will incur no liability, and shall be fully protected, in proportion relying on such joint notice and shall have no obligation to their respective Pro Rata Portions of take any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion action until it has received such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fundnotice.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be remain in existence immediately during the period following the Closing and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the Survival Date for twelve (12) months (the “Escrow Period”) and "ESCROW PERIOD"). At the expiration of the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination; provided, however, that Period a portion of the Escrow Fund shall not terminate with respect be released from Escrow to any the appropriate persons who, prior to the Merger, were shareholders of Purple Ray, in an amount equal to the initial Escrow Fund less an amount equal to the sum of (i) all amounts theretofore distributed out of the Escrow Fund to ISSI and its Affiliates pursuant to this Section 10, (ii) an amount equal to such portion of the Escrow Fund which, in respect the reasonable judgment of ISSI, based on the dollar amount of any unsatisfied claims specified in any Officer’s 's Certificate (“Unresolved Claims”as defined below) theretofore delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Dateend of the Escrow Period and the Fair Market Value of the ISSI Common Stock under Section 10.2(e)(iv) hereof, subject to the objection of the Agent (as defined below) and the subsequent arbitration of the matter in the manner provided in Section 10.2(g) hereof, is necessary to satisfy such unsatisfied claims, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved, and any such amount shall not be distributed (iii) to pay expenses as provided in the Company Indemnifying Parties at such timeEscrow Agreement. As soon as all such claims have been resolvedresolved (such resolution to be evidenced by the written agreement of ISSI and Agent (as defined below) or the written decision of the arbitrators as described in Section 10.2(g)), the Escrow Agent shall deliver to the Company Indemnifying Parties appropriate persons who, prior to the Merger, were shareholders of Purple Ray the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholderclaims. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund Amounts to the Company Indemnifying Parties shareholders of Purple Ray pursuant to this Section 8.5(b10.2(c) and Section 10.2(e)(ii) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion original contributions to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then as calculated by the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow FundAgent (as defined below).

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in Californiaheadquarters, on the Survival Date (the “Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination); provided, however, that the Escrow Fund Period shall not terminate with respect to any amount which, in respect the reasonable judgment of Parent, is or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Stockholder Representative prior to the Survival Date, Escrow Period termination date with respect to facts and any such amount shall not be distributed circumstances existing prior to the Company Indemnifying Parties at such timeSurvival Date (the “Escrow Holdback Amount”). The number of shares of Parent Common Stock that may be held back in respect of the Escrow Holdback Amount shall be based on the Signing Price. As soon as all such claims have been resolvedresolved in accordance with Section 7.4(d), the Escrow Agent shall deliver to the Company Indemnifying Parties the remaining portion of the Escrow Fund, if any, Holdback Amount not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed claims to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company OptionholderStockholders. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, amounts out of the Escrow Fund to the Company Indemnifying Parties Stockholders pursuant to this Section 8.5(b7.3(b) shall be made in proportion to their respective Escrow Pro Rata Portions of the Escrow Amount, with the number of shares delivered to each Stockholder rounded down to the nearest whole number of shares of Parent Common Stock. Any distribution of all or a portion of the Parent Common Stock to the Stockholders shall be made by delivery of the stock certificate held by the Escrow Agent representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Stockholders based upon his, her or its Escrow Pro Rata Portion, in each case by issuing to each such Stockholder a stock certificate representing such allocated shares, registered in his, her or its name set forth on the schedule delivered to the Escrow Agent at Closing and mailed by first class mail to such Stockholders’ address set forth on such schedule (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining amounts shares of Parent Common Stock are to be so distributed and transferred as a result of the retention in the Escrow Fund of an Escrow Holdback Amount in accordance with this Section 7.3(b), the Escrow Agent shall instruct Parent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the shares of Parent Common Stock representing the Escrow Holdback Amount. Parent shall use reasonable best efforts to cause the distribution of the shares of Parent Common Stock constituting the Escrow Amount to which to the Stockholders are entitled to be effected promptly after the Escrow Period termination date, or, in the case of the Working Capital an Escrow Amount, Holdback Amount is held back in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to accordance with this Section 1.8 hereof7.3(b), promptly after the claims relating to such Escrow Holdback Amount have been resolved in accordance with Section 7.4(d). The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, Parent in connection with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fundforegoing.

Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the Survival Date (the “Escrow Period”). (ii) and Promptly following the Survival Date (the “Claim Date”), one hundred percent (100%) of the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination; providedAmount, however, that the Escrow Fund shall not terminate with respect to less any amount in respect of any satisfied and unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Stockholder Representative on or prior to the Claim Date with respect to facts and circumstances existing on or prior to the Survival Date (with respect to claims for Losses relating to representations and warranties for which the survival terminates on the Survival Date), shall be distributed to the Stockholders in accordance with clause (vi) of this Section 7.4(e). (iii) In the event that (a) Unresolved Claims exist following the expiration of the Claim Date that relate to one or more Officers’ Certificates alleging Losses occurring before the Survival Date, and any (b) the amount of Losses incurred by the Indemnified Parties is determined to be less than the amount claimed on all such Officers’ Certificates under the objection and conflict procedures in Section 7.4(h) and Section 7.4(i), then the Escrow Agent shall promptly deliver to the Stockholders that portion of such Unresolved Claim(s) that should have been distributed to the Stockholders at the Claim Date had such Officers’ Certificates alleged the correct amount of Losses finally determined pursuant to Section 7.4(h) and Section 7.4(i), which portion of the Escrow Amount shall not be distributed to the Company Indemnifying Parties at such time. As Stockholders in accordance with clause (vi) of this Section 7.4(e). (iv) In the event that there exist Unresolved Claims following the expiration of the Escrow Period, as soon as all such claims Unresolved Claims have been resolved, the Escrow Agent shall promptly deliver to the Company Indemnifying Parties the remaining portion of the Escrow FundAmount, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to Claims in accordance with clause (v) of this Section 7.4(e). (v) Delivery of the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, or any portion thereof out of the Escrow Fund to the Company Indemnifying Parties Stockholders pursuant to this Section 8.5(b7.4(e) shall be made in proportion to their the Stockholders’ respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof)Fund, with the amount delivered to each Company Indemnifying Party Stockholder rounded to the nearest one hundredth (0.01) whole cent (with amounts $0.005 and above rounded updown). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the Survival Date one year anniversary of the Effective Time (the “"Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination"); provided, however, that the Escrow Fund Period shall not terminate with respect to any amount which, in respect the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy any then pending and unsatisfied claims specified in any Officer’s 's Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Date, and any such amount shall not be distributed to end of the Company Indemnifying Parties at such timeEscrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Indemnifying Parties Merger Shareholders the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claimsclaims (the "Remaining Portion"). Notwithstanding the foregoing, subject to the following requirements, on the thirty-fifth day following the Effective Time, the Dissenters Rights Escrow Amount shall be released from the Escrow Fund and delivered to the Merger Shareholders as set forth below; provided, however, that any funds amount of the Dissenters Rights Escrow Amount which, in the reasonable judgment of Parent, subject to be distributed that were contributed the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section 7.3(f) hereof, is necessary to satisfy any then pending and unsatisfied claims pursuant to Section 7.2(vi) specified in any Officer's Certificate delivered to the Escrow Agent prior to the end of such thirty-five day period shall not be released from the Escrow Fund by a Company Optionholderuntil such claims have been resolved. As soon as any such claim has been resolved, which are subject the Escrow Agent shall deliver to applicable tax withholding shall be returned the Merger Shareholders the remaining portion of the Dissenters Rights Escrow Amount in the Escrow Fund, if any, not required to Parent before distribution to satisfy any such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholderunresolved claims. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund to the Company Indemnifying Parties Merger Shareholders pursuant to this Section 8.5(b7.3(b) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in Californiaheadquarters, on the Survival Date (the “"Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination); provided, however, that the Escrow Fund Period shall not terminate with respect to any amount which, in respect the reasonable judgment of Parent, is or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Stockholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date. As soon as reasonably practicable after the Suvival Date, a number of shares of Parent Common Stock equal to (x) the Escrow Fund less (y) the aggregate number of shares of Parent Common Stock with a value (based on the Signing Price) equal to the aggregate amount of all claims specified in any Officer’s Certificate delivered to the Escrow Agent and the Stockholder Representative prior to the Survival Date, and shall be released by the Escrow Agent for distribution to the Stockholders in accordance with the terms of this Agreement. Thereafter, as soon as any such amount claim referred to in clause (y) above shall not be distributed to the Company Indemnifying Parties at such time. As soon as all such claims have been resolved, the aggregate amount of shares of Parent Common Stock with a value (based on the Signing Price) equal to the amount claimed less any amount distributed to Parent in accordance with Section 7.4, shall promptly be released by Escrow Agent shall deliver for distribution to the Company Indemnifying Parties Stockholders in accordance with the remaining portion terms of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholderthis Agreement. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, amounts out of the Escrow Fund to the Company Indemnifying Parties Stockholders pursuant to this Section 8.5(b7.3(b) hereof shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts shares in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest amount of shares delivered to each Stockholder rounded down to the nearest whole number of shares of Parent Common Stock. Any distribution of all or a portion of the Parent Common Stock to the Stockholders shall be made by delivery of the stock certificate held by the Escrow Agent representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Stockholders based upon his or her Pro Rata Portion Portion, in each case by issuing to each such that Stockholder a stock certificate representing such allocated shares, registered in such Stockholder’s name set forth on the sum schedule delivered to the Escrow Agent at Closing and mailed by first class mail to such Stockholders’ address set forth on such schedule (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining shares of Parent Common Stock are to be so distributed and transferred, the rounded Pro Rata Portions does equal Escrow Agent shall instruct the Parent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining amount shares of Parent Common Stock. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the Parent in connection with the Escrow Fundforegoing.

Escrow Period; Distribution upon Termination of Escrow Periods. (i) Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaPacific Standard Time, on the Survival Date (the “Escrow Period”) ). FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination; provided, however, that the Escrow Fund shall not terminate Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. (ii) Promptly following the Survival Date (the “Escrow Distribution Date”), one hundred percent (100%) of the Total Escrow Amount, less any amount in respect of any satisfied and unsatisfied claims specified in any Officer’s Certificate (such unsatisfied claims, “Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative on or prior to the Escrow Distribution Date with respect to facts and circumstances existing on or prior to the Survival Date (with respect to claims for Losses relating to representations and warranties for which the survival terminates on the Survival Date), shall be distributed to the Indemnifying Parties in accordance with clause (v) of this Section 8.4(d). (iii) In the event that (1) Unresolved Claims exist following the expiration of the Escrow Distribution Date that relate to one or more Officers’ Certificates alleging Losses occurring before the Survival Date, and any (2) the amount of Losses incurred by the Indemnified Parties is determined to be less than the amount claimed on all such Officers’ Certificates under the objection and conflict procedures in Section 8.4(g) and Section 8.4(h), then the Escrow Agent shall promptly deliver to the Indemnifying Parties that portion of such Unresolved Claim(s) that should have been distributed to the Indemnifying Parties at the Escrow Distribution Date had such Officers’ Certificates alleged the correct amount of Losses finally determined pursuant to Section 8.4(g) and Section 8.4(h), which portion of the Total Escrow Amount shall not be distributed to the Company Indemnifying Parties at such time. As in accordance with clause (vi) of this Section 8.4(d). (iv) In the event that there exist Unresolved Claims following the expiration of the Escrow Period, as soon as all such claims Unresolved Claims have been resolved, the Escrow Agent shall promptly deliver to the Company Indemnifying Parties the remaining portion of the Total Escrow FundAmount, if any, not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder. Deliveries Claims in accordance with clause (v) of this Section 8.4(d). (v) Delivery of the Indemnification Total Escrow Amount and the Working Capital Escrow Amount, as applicable, or any portion thereof out of the Escrow Fund to the Company Indemnifying Parties pursuant to this Section 8.5(b8.4(d) shall be made in proportion to their the Indemnifying Parties’ respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Total Escrow Amount not due to Parent pursuant to Section 1.8 hereof)Amount, with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fundwhole cent.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to (i) On the following requirements, first day of the Escrow Fund shall be in existence immediately following thirteenth (13th) month after the Closing and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the Survival Date (the “Escrow PeriodFirst Release Date”) and ), the Escrow Agent shall distribute the funds in the Escrow Account deliver to the Company Indemnifying Parties following such termination; providedan amount equal to (x) $21,250,000 minus (y) any amounts which have been used to satisfy claims specified in any Officer’s Certificate prior to the First Release Date, howeveror which, that in the Escrow Fund shall not terminate with respect reasonable judgment of Parent, are necessary to any amount in respect of satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Survival First Release Date with respect to facts and circumstances existing prior to the First Release Date. All dividends, income, interest, gains and any such amount other distributions earned with respect to the Escrow Amount which has accrued through the date of the First Release Date shall not be distributed released on the First Release Date and Escrow Agent shall deliver to the Company Indemnifying Parties at such timeamount. (ii) On the first day of the nineteenth (19th) month after the Closing Date (the “Final Release Date”), the Escrow Agent shall deliver to the Company Indemnifying Parties an amount equal to (i) the then remaining balance in the Escrow Account minus (ii) any amounts which, in the reasonable judgment of Parent, are necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate delivered to the Escrow Agent prior to the Final Release Date with respect to facts and circumstances existing prior to the Final Release Date. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Indemnifying Parties the remaining portion of the Escrow FundAccount, if any, not required to satisfy such Unresolved Claims; providedclaims. All dividends, howeverincome, that any funds to be distributed that were contributed interest, gains and other distributions earned with respect to the Escrow Fund by a Company Optionholder, Amount which are subject to applicable tax withholding has accrued from the First Release Date through the Final Release Date shall be returned released on the Final Release Date and Escrow Agent shall deliver to Parent before distribution to the Company Indemnifying Parties such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholder. Deliveries amount. (iii) Upon any payments of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund Account to the Company Indemnifying Parties pursuant to this Section 8.5(b) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof8.3(d), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Parties shall be entitled to receive an amount equal to (x) such Company Indemnifying Party’s Pro Rata Portion multiplied by (y) such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fundpayment.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaNew York City time, on the Survival Date (the “Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination"ESCROW PERIOD"); provided, however, that the Escrow Period shall be extended to the extent that any shares of Parent Common Stock shall remain in the Escrow Fund shall not terminate after such time. Promptly on the next Business Day after the Survival Date, a number of shares of Parent Common Stock equal to (x) the Escrow Fund less (y) the aggregate number of shares of Parent Common Stock with respect a value (based on the Signing Price) equal to any the aggregate amount in respect of any unsatisfied all claims specified in any Officer’s 's Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Stockholder Representative prior to the Survival Date, and any such amount shall not be distributed released by the Escrow Agent to the Company Indemnifying Parties at such timeExchange Agent for distribution to the Stockholders in accordance with the terms of this Agreement. As Thereafter, as soon as all any each such claims claim referred to in clause (y) above shall have been resolved, the aggregate amount of shares of Parent Common Stock with a value (based on the Signing Price) equal to the amount claimed less any amount distributed to Parent in accordance with SECTION 7.4, shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Stockholders in accordance with the terms of this Agreement. In accordance with SECTION 7.4, the Escrow Agent shall deliver to the Company Indemnifying Parties the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed remaining unresolved claims to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company OptionholderStockholders. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, amounts out of the Escrow Fund to the Company Indemnifying Parties Stockholders pursuant to this Section 8.5(bSECTION 7.3(B) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts shares in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest number of shares delivered to each Stockholder rounded down to the nearest whole number of shares of Parent Common Stock. Any distribution of all or a portion of the Parent Common Stock to the Stockholders shall be made by delivery of the stock certificate held by the Escrow Agent representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Stockholders based upon their respective Pro Rata Portion Portion, in each case by issuing to each such that Stockholder a stock certificate representing such allocated shares, registered in their respective names set forth on the sum schedule delivered to the Escrow Agent at Closing and mailed by first class mail to such Stockholders' address set forth on such schedule (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining shares of Parent Common Stock are to be so distributed and transferred, the rounded Pro Rata Portions does equal Escrow Agent shall instruct the Parent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining amount shares of Parent Common Stock. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the Parent in connection with the Escrow Fundforegoing.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund Funds shall be in existence immediately following the Closing Reincorporation Effective Time (in the case of the Parent Escrow Fund) or the Merger Effective Time (in the case of the Company Escrow Fund) and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, PDT on the Survival Expiration Date (the “Escrow Period”) and "ESCROW PERIOD"). Promptly following the Expiration Date, the Escrow Agent shall distribute transfer to (i) the funds in Exchange Agent or holders of AUTC Delaware Common Stock pursuant to written instructions by the Surviving Corporation, the remaining Parent Escrow Account Fund, if any and (ii) the Exchange Agent or Company Stockholders, pursuant to written instructions by AUTC Delaware, the remaining Company Indemnifying Parties following such terminationEscrow Fund, if any; provided, however, provided that the Escrow Fund Period shall not terminate with respect to any such amount (or some portion thereof), that is necessary in respect the reasonable judgment of the Surviving Corporation or AUTC Delaware, as the case may be (subject to reduction as may be determined by arbitration of the matter as provided in Section 9.2(g) hereof) to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the termination of such Escrow Period and to the extent specified in any Officer’s 's Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Survival Date, and any termination of such amount shall not be distributed to the Company Indemnifying Parties at such timeEscrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver transfer to the holders of AUTC Delaware Common Stock or the Company Indemnifying Parties Stockholders, as the case may be, pursuant to written instructions by the Surviving Corporation or AUTC Delaware, as the case may be, the remaining portion of the applicable Escrow Fund, if any, Fund not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholderclaims. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out any portion of the Company Escrow Fund Amounts to the Company Indemnifying Parties Stockholders pursuant to this Section 8.5(b9.2(c) shall be made in proportion to their respective Pro Rata Portions original contributions to the Company Escrow Fund. Deliveries of any portion of the remaining amounts in Parent Escrow Amount to the Escrow Fund (or in the case holders of the Working Capital Escrow Amount, AUTC Delaware Common Stock pursuant to this Section 9.2(c) shall be made in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded original contributions to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Parent Escrow Fund.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to -------------------------------------------------------------- the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at the earlier of (a) the closing of the first sale by the Company of shares of Company Common Stock in a firm commitment underwritten offering pursuant to a registration statement under the Securities Act or (b) 5:00 p.m., local time at Parent’s corporate headquarters in CaliforniaPacific Time, on the Survival one year anniversary of the Closing Date (the “"Escrow ------ Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination"); provided, however, that the Escrow Fund Period shall not terminate ------ with respect to any amount which, in respect the reasonable good faith judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in Section ------- 7.3(f) hereof, is necessary to satisfy any then pending and unsatisfied ------ claims specified in any Officer’s 's Certificate (“Unresolved Claims”) delivered to the Escrow Agent prior to the termination of the Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. Promptly after the expiration of the Escrow Period, Parent and the Shareholder Representative prior to shall jointly notify the Survival DateEscrow Agent in writing that the Escrow Period has expired, and any such amount shall not be distributed to the Company Indemnifying Parties at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Indemnifying Parties Series B Shareholders the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims; providedclaims (the "Remaining Portion"). Thereafter, however----------------- promptly after the resolution of any pending claim, that any funds to be distributed that were contributed the Escrow Agent shall deliver to the Series B Shareholders the additional portion of the Escrow Fund by a Company OptionholderFund, which are subject if any, not required to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will satisfy any then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholderremaining claims. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, out of the Escrow Fund to the Company Indemnifying Parties Series B Shareholders pursuant to this Section 8.5(b7.3(b) shall be made in proportion to their -------------- respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fund.Escrow

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in Californiaheadquarters, on the Survival Date (the “Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination); provided, however, that the Escrow Fund Period shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date. Subject to Section 7.3(a)(iv)(5), and any such amount shall not be distributed to the Company Indemnifying Parties at such time. As as soon as all such claims have been resolvedresolved in accordance with Section 7.4, the Escrow Agent shall deliver to the Company Indemnifying Parties Principal Shareholders the remaining portion of the shares, and if applicable, any cash, in the Escrow Fund, if any, Fund not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company Optionholderclaims. Deliveries of the Indemnification Escrow Amount amounts of shares, and the Working Capital Escrow Amountif applicable, as applicablecash, out of the Escrow Fund to the Company Indemnifying Parties Principal Shareholders pursuant to this Section 8.5(b7.3(b) shall be made in proportion to their respective initial Pro Rata Portions of the remaining amounts (and in the Escrow Fund same form as initially deposited) with the amount of (i) shares delivered to each Principal Shareholder rounded down to the nearest whole number of shares of Parent Common Stock and, (ii) if applicable, cash delivered to each Principal Shareholder rounded down to the nearest cent. Any distribution of all or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any a portion of the Working Capital Parent Common Stock to the Principal Shareholders shall be made by delivery of the stock certificate held by the Escrow Amount not due Agent representing the Parent Common Stock to Parent pursuant to Section 1.8 hereof)the Parent, endorsed for transfer, with instruction to the amount delivered Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Principal Shareholders based upon such Principal Shareholder’s Pro Rata Portion, in each case by issuing to each Company Indemnifying Party rounded such Principal Shareholder a stock certificate representing such allocated shares, registered in such Principal Shareholder’s name set forth on the Escrow Schedule and mailed by first class mail to such Principal Shareholders’ address set forth on the Escrow Schedule (or to such other address as such Principal Shareholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining shares of Parent Common Stock are to be so distributed and transferred, the Escrow Agent shall instruct the Parent to issue and return to the nearest one hundredth Escrow Agent (0.01or its nominee, if the Escrow Agent shall so instruct) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal a stock certificate representing the remaining amounts shares of Parent Common Stock. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the Parent in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party connection with the greatest Pro Rata Portion such that the sum of the rounded Pro Rata Portions does equal the remaining amount in the Escrow Fundforegoing.

Escrow Period; Distribution upon Termination of Escrow Periods. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in Californiaheadquarters, on the Survival Date (the “Escrow Period”) and the Escrow Agent shall distribute the funds in the Escrow Account to the Company Indemnifying Parties following such termination); provided, however, that the Escrow Fund Period shall not terminate with respect to any amount which, in respect the reasonable judgment of Parent, is or may be necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent and the Shareholder Stockholder Representative prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Survival Date, and any such amount shall not be distributed to the Company Indemnifying Parties at such time. As soon as all such claims have been resolvedresolved in accordance with Section 7.5 hereof, the Escrow Agent shall deliver to the Company Indemnifying Parties the remaining portion of the Escrow Fund, if any, Fund not required to satisfy such Unresolved Claims; provided, however, that any funds to be distributed that were contributed claims to the Escrow Fund by a Company Optionholder, which are subject to applicable tax withholding shall be returned to Parent before distribution to such Company Optionholder, and Parent will then deduct the appropriate tax withholding amounts and distribute net funds to such Company OptionholderStockholders. Deliveries of the Indemnification Escrow Amount and the Working Capital Escrow Amount, as applicable, amounts out of the Escrow Fund to the Company Indemnifying Parties Stockholders pursuant to this Section 8.5(b7.4(b) shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund (or in the case of the Working Capital Escrow Amount, in proportion to their respective Pro Rata Portions of any portion of the Working Capital Escrow Amount not due to Parent pursuant to Section 1.8 hereof), with the amount delivered to each Company Indemnifying Party rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). If the sum of the Pro Rata Portions, each rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up), does not equal the remaining amounts shares in the Escrow Fund, then the appropriate amount will be added to or subtracted from the Company Indemnifying Party with the greatest Pro Rata Portion number of shares delivered to each Stockholder rounded down to the nearest whole number of shares of Parent Common Stock, with such other adjustments as may be necessary (and agreed to between Parent the Stockholder Representative) such that the sum whole number of shares issued from the rounded Pro Rata Portions does equal Escrow Fund equals the remaining amount whole number of shares in the Escrow Fund. Any distribution of all or a portion of the Parent Common Stock to the Stockholders shall be made by delivery of the stock certificate held by the Escrow Agent representing the Parent Common Stock to the Parent, endorsed for transfer, with instruction to the Parent to transfer and issue, or cause its transfer agent to transfer and issue, the aggregate number of shares of Parent Common Stock being distributed, allocated among the Stockholders based upon his or her Pro Rata Portion, in each case by issuing to each such Stockholder a stock certificate, without restrictive legend thereon, representing such allocated shares, registered in his or her name set forth on the schedule delivered to the Escrow Agent at Closing and mailed by first class mail to such Stockholders’ address set forth on such schedule (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining shares of Parent Common Stock are to be so distributed and transferred, the Escrow Agent shall instruct the Parent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining shares of Parent Common Stock. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the Parent in connection with the foregoing.