Common use of Contested Claims Clause in Contracts

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim within the 30-day period provided above (a "Contested Claim"), (i) matters that are subject to third party claims against --------------- Parent or Opal in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passed, and (ii) matters that arise between Parent on the one hand, and the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims") shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence of any of the events described in the preceding sentence, the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim within the 30-day period provided above (a "Contested ClaimCONTESTED CLAIM")) within the First Notice Period, (i) matters that are subject to third party claims against --------------- Parent or Opal INT'X.xxx in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passedarbitration, and (ii) while matters that arise between Parent on the one hand, hand and INT'X.xxx and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- ClaimsARBITRABLE CLAIMS") shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), . If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares as specified in the Release Notice as Retained Escrow (as defined in Section 3.1 below3.1) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Parent (a "Parent ------ Distribution NoticePARENT DISTRIBUTION NOTICE") attaching a copy of the final award or decision of an ------------------- the arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") ---------------------------------- attaching a copy of the final award or decision of an the arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon If the occurrence of any earliest of the three events described in the preceding sentencesentence is (i) or (ii), the Escrow Agent shall, within twenty (20) calendar days after of receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) aboveParent Distribution Notice, as applicable, (a) release to Parent the number of Escrow Shares specified in the Parent Distribution Notice as the Escrow Adjustments and (b) if the Release DateDate has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares and the related stock transfer powers. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the balance of the Escrow Shares and the related stock transfer powers, pro rata in accordance with EXHIBIT 1.1, PROVIDED THAT if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Parent in satisfaction of Damages and Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares (determining value as provided in the penultimate sentence of Section 2.1 above, and in any event, subject to the first sentence of such Section 2.1) to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

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

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

Contested Claims. In the event that the Indemnification ---------------- Representative any Seller or Shareholder gives written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim to Buyer and Escrow Agent (a "CONTESTED CLAIM") within the 30-day period provided above (a "Contested Claim")above, the following procedures shall apply: (i) matters Claims that are subject to third the result of third-party claims asserted against --------------- Parent or Opal in a litigation or arbitration shall Buyer will await the final decision, award or settlement of such litigation third-party claim; provided that any such asserted third-party claim will be deemed resolved in favor of Buyer if, within twelve (12) months following the End of the Escrow Term, such asserted third-party claim does not result in the actual commencement of, or written correspondence threatening the commencement of, any litigation, arbitration or other proceedings by the time for appeal having passedthird-party claimant, and provided, however, that Buyer shall not lose its right to make a Claim with respect thereto, if such third-party claim is once again asserted against Buyer prior to expiration of the twelve-month period following the End of the Escrow Term; and/or (ii) matters Claims by Buyer for breaches of representations, warranties, agreements and covenants by any of Sellers or Shareholders under the Transaction Agreements that arise between Parent on the one handdo not include claims asserted by third parties, and the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims") shall will be settled as provided for in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claimrelevant Transaction Agreement under which the Claims arose, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a as will Claims based on third-party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(ivclaims successfully asserted under clause (i), but which any Seller or to determine whether a Contested Claim is Shareholder asserts do not result in an Arbitrable Claimindemnification obligation under any Transaction Agreement in favor of Buyer. Any portion of a Notice of Claim that is not contested or is subsequently settled by Parent will be considered resolved and the Indemnification Representative Escrow Agent shall be resolved instructed in writing by Buyer as to any disbursement to make as set forth above in Section 2.3(aSECTION 4(A). If any Contested Claim which is a third-party claim asserted against Buyer under clause (i) is resolved against Buyer and as to which no Seller or Shareholder disputes the indemnification obligation, If written notice is received by the then such Contested Claim will be considered resolved and Escrow Agent that will promptly transfer to Buyer the amount of Escrow Cash as directed in writing by Buyer, having a value (determined pursuant to SECTION 4(C) hereof) equal to the amount of damages specified in the Notice of Claim is contested in whole or in part which has not been paid by the Indemnification Representative, then end of the Escrow Term and will notify Sellers and Shareholders of such transfer in writing within five (5) business days of such transfer. After receipt of notice that a Claim has been contested, Escrow Agent shall will continue to hold hereunder after what would otherwise be in the Release Date (as defined in Section 3.1 below), Escrow Account the number amount of Escrow Shares specified Cash as directed in writing by Buyer sufficient to cover such Contested Claim (notwithstanding the Release Notice (as defined in Section 3.1 belowexpiration of the Escrow Term) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt execution of a settlement agreement executed by Parent Buyer and the Indemnification Representative subject Seller or Shareholder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; Claim, or (ii) receipt of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy of the final award of the arbitrator or court, as applicable. The final decision of an ------------------- the arbitrator or court, as applicable will be furnished to each of Sellers and Shareholders and Buyer in writing and will constitute a conclusive determination of the issue in question, binding upon the parties. In acting under paragraph (c) below and setting forth this Agreement the Escrow Adjustments (Parent Agent shall at the same time provide be entitled to receive and may conclusively rely on a copy certificate of the Parent Distribution Notice presenting party to the Indemnification Representative); or (iii) receipt of effect that a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a true and correct copy of the final award or decision of an the arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing court is attached and that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence of any of the events described in the preceding sentencedecision is final, the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments binding and (b) if the Release Datenon-appealable.

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

Contested Claims. In If the event that Lead Shareholder (or the Indemnification ---------------- Representative Relevant Shareholder, as applicable) gives written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim within to Talarian and the 30-day period provided above Escrow Agent (a "Contested Claim")) within the 20 calendar day period provided above, (i) matters that are subject to third party claims Claims brought against --------------- Parent Talarian or Opal any other Claiming Party in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passedarbitration, and (ii) while matters that arise between Parent Talarian or any other Claiming Party on the one hand, hand and the Holders Shareholders (or the Relevant Shareholder, as applicable) on the other hand, including any disputes regarding performance or nonperformance non-performance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims") shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv4.4(c), or to determine whether a Contested Claim is an Arbitrable Claimbelow. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a4.4(a), above. If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification RepresentativeShareholders (or the Relevant Shareholder, as applicable), then the Escrow Agent shall hold hereunder in the Escrow Account, after what would otherwise be the First Release Date (or Second Release Date, as defined in Section 3.1 belowapplicable), Escrowed Shares having a value sufficient to cover Damages alleged in such Claim (valuing any Escrowed Shares at the number Fair Market Value as of the date the Escrow Shares specified in the Release Notice (as defined in Section 3.1 belowAgent receives notice that such Claim is being contested) or as otherwise provided in Section 3.1, until the earlier of: of (i) receipt of a settlement agreement executed by Parent Talarian and the Indemnification Representative Shareholders (or the Relevant Shareholder, as applicable) setting forth a the resolution of the Notice of Claim and setting forth the Escrow Adjustments; number of Escrowed Shares to be released to Talarian, or (ii) receipt of a written notice from Parent Talarian (a "Parent ------ Talarian Distribution Notice") attaching a copy of the final award or decision of an ------------------- the arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Parent number of Escrowed Shares, if any, to be released to Talarian as a result of such award, unless objected to by the Shareholders as described in Section 3.2 above. Talarian shall at the same time provide a copy of the Parent Talarian Distribution Notice to the Indemnification Representative); or (iii) receipt of a written Shareholders at the same time as it provides such notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth to the Escrow Adjustments or providing that no Agent. If the Escrow Adjustments are to be made Agent institutes an action for interpleader in accordance with Section 5.6 of this Agreement as a result of a dispute between the parties, the parties agree to jointly seek to stay such award (interpleader action pending the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence resolution of any of arbitration commenced by the events described in the preceding sentenceparties or, the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Dateparties are unable to agree, pursuant to this Section 4.4(b) and 4.4(c), below.

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

Contested Claims. In the event that the Indemnification ---------------- Representative gives Intuit written notice to Parent and the Escrow Agent contesting all or a any portion of a Notice of Claim within the 30-day period provided above (a "Contested Claim")) within the thirty (30) day period described in Section 11.10.1, then: (i) matters that are subject to third party claims against --------------- Parent such Contested Claim will be resolved by either (A) a written settlement agreement executed by Intuit and the Representative (a "SETTLEMENT AGREEMENT") or Opal (B) in a litigation or arbitration shall await the final decision, award or settlement absence of such a Settlement Agreement, by litigation or arbitration of such Contested Claim in the time for appeal having passed, and Designated Court (iias defined below) matters that arise between Parent on the one hand, Intuit and the Holders on Representative in accordance with the terms and provisions of Sections 11.10.3 and 11.10.4; provided, however, that if such Contested Claim involves an amount not in excess of Ten Million Dollars ($10,000,000) (net of any amount of the Deductible that may be applied against such Contested Claim) and does not involve any request for an injunction or other handequitable relief, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement then such Contested Claim (an "Arbitrable ---------- ClaimsARBITRABLE CONTESTED CLAIM") shall be settled resolved by mandatory, binding arbitration in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof11.10.4(b), including without limitation any payment prejudice to Intuit's right of costs Offset pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim11.4. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall in accordance with the foregoing provisions of this Section 11.10.2 will be resolved as set forth above an Uncontested Claim in accordance with Section 2.3(a), If written 11.10.1. After receiving notice is received by that the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then Intuit may, notwithstanding the Escrow Agent shall hold hereunder after what would otherwise be occurrence of the Release Date (as defined in Section 3.1 below)Representation Termination Date, continue to hold, pursuant to its right of Offset, an amount of any unpaid Installment Payment sufficient to cover the number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, maximum potential award to all Indemnified Persons under such Claim until the earlier of: (i) receipt execution of a settlement agreement executed Settlement Agreement by Parent Intuit and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; all such Contested Claims, or (ii) receipt of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph a Final Judgment (cas defined below) below regarding such Contested Claim and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy will then dispose of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy remaining portion of the final award or decision of an arbitrator under paragraph (cInstallment Payment(s) below setting forth made subject to such Offset in accordance with the Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result terms of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence of any of the events described in the preceding sentence, the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement Settlement Agreement or one of the notices described in clauses (ii) or (iii) aboveFinal Judgment, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date.

Contested Claims. Sellers’ Representative may contest a claim made under Section 3(a), 3(b) or 6 hereof, and Buyer may contest a claim under Section 3(d) hereof, if it reasonably believes there is a basis for disputing such claim, by giving prompt written notice (a “Contest Notice”) to the Escrow Agent and the Buyer or Sellers’ Representative, as the case may be, but in any event prior to the respective dates for payment by the Escrow Agent pursuant to an Adjustment Notice, Indemnification Notice, Disbursement Notice or Tax Distribution Notice, as the case may be (a “Contested Claim”). Such Contest Notice shall set forth, in reasonable detail, each disputed item or amount and the basis of the disagreement. Buyer and Sellers’ Representative first shall attempt in good faith to resolve all of the issues set forth in the Contest Notice prior to the twentieth day following the date of receipt by the Escrow Agent of a Contest Notice. After such negotiation period, Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse any portion of the Escrow Funds with respect to which all disputes have been resolved, and the Escrow Agent shall make such disbursements in accordance with such instructions. In the event that the Indemnification ---------------- Buyer and Sellers’ Representative gives written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim within the 30-day period provided above (a "Contested Claim"), (i) matters that are subject to third party claims against --------------- Parent or Opal in a litigation or arbitration shall await the final decision, award or settlement of cannot reach an agreement during such litigation or arbitration the time for appeal having passed, and (ii) matters that arise between Parent on the one hand, and the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims") shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representativenegotiation period, then the Escrow Agent shall hold hereunder after what would otherwise be not make any payment out of the Release Date (as defined in Section 3.1 below)applicable Escrow Account until such dispute is resolved. If such dispute is resolved pursuant to judicial process, the number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) then upon receipt of a settlement agreement executed by Parent and the Indemnification Representative setting forth a resolution certificate from an officer of the Notice of Claim Buyer or a certificate from Sellers’ Representative stating that such dispute has been finally resolved and the Escrow Adjustments; (ii) receipt attaching thereto a final and non-appealable judgment of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy court of competent jurisdiction resolving such dispute and stating the final award or decision of an ------------------- arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result amount of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence of any of the events described in the preceding sentencejudgment which remains unsatisfied, the Escrow Agent shall, within twenty (20) calendar days after receipt shall make such payment in accordance with such judgment and the provisions of the settlement agreement or one of the notices described in clauses (ii) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release DateSection 3 hereof.

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Parent Delano and the Escrow Agent Custodian contesting all or a portion of a Notice of Claim (a "CONTESTED CLAIM") within the 30-day period provided above (a "Contested Claim")above, (i) matters that are subject to third party claims against --------------- Parent Delano or Opal DA in a litigation or arbitration proceeding shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passedarbitration, and (ii) while matters that arise between Parent Delano on the one hand, hand and DA and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- ClaimsARBITRABLE CLAIMS") shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Parent Delano and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), . If written notice is received by the Escrow Agent Custodian that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Escrow Agent Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares and amount of Cash Escrow specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Parent Delano and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Parent Delano (a "Parent ------ Distribution NoticeDELANO DISTRIBUTION NOTICE") attaching a copy of the final award or decision of an ------------------- the arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Parent Delano shall at the same time provide a copy of the Parent Delano Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") ---------------------------------- attaching a copy of the final award or decision of an the arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to ParentDelano). Upon If the occurrence of any earliest of the three events described in the preceding sentencesentence is (i) or (ii), the Escrow Agent Custodian shall, within twenty (20) calendar days after of receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) aboveDelano Distribution Notice, as applicable, (a) release to Parent Delano the number of Escrow Shares and amount of Cash Escrow specified in the Escrow Adjustments and (b) if the Release DateDate has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares and the Cash Escrow. If the earliest of the three events described above is (iii) and the Release Date has occurred, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in, and subject to the provisions of, Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares and Cash Escrow shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares and Cash Escrow are to be released to Delano either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares and amount of Cash Escrow to be so released to Delano either in the arbitrator's final award or decision or a supplementary report or finding.

Contested Claims. In the event that the Indemnification ---------------- Shareholders Representative gives written notice to Parent Buyer and the Escrow Agent contesting all or a portion of a Claim Notice of Claim within the 30-day period provided above (a "Contested Claim")) within the thirty (30) day period provided above, (i) matters that are subject to third party claims against --------------- Parent or Opal in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passed, and (ii) matters that arise between Parent on the one hand, and the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims") matter shall be settled in accordance with this Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim2.3.2. Any portion of a Claim Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), 2.3.1. If written notice is received by the Escrow Agent that a Claim Notice of Claim is contested in whole or in part by the Indemnification RepresentativeShareholders Representative or if any dispute exists with respect to an amount to be distributed under Section 2.3.1, then the Escrow Agent shall hold hereunder in the General Claim Fund or Designated Claim Fund, as applicable, after what would otherwise be the applicable Partial Escrow Release Date or General Escrow Release Date (as defined in Section 3.1 belowthe case of General Claims) or Designated Release Date (in the case of Designated Claims), the number amount of Escrow Shares Funds, as specified in the Release Claim Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement joint instructions executed by Parent Buyer and the Indemnification Shareholders Representative setting forth a resolution of the Claim Notice of Claim and the portion of Escrow AdjustmentsFunds to be delivered to Buyer and, if a Partial Escrow Release Date or Escrow Release Date has occurred with respect to the applicable fund against which the Claim was made, the portion (if any) of the Escrow Funds to be delivered to the Shareholders (such joint instructions, "Joint Instructions"); (ii) receipt of a written notice from Parent Buyer (a "Parent ------ Buyer Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below the court or Accounting Arbitrator and setting forth the portion of Escrow Adjustments Funds to be delivered to Buyer (Parent Buyer shall at the same time provide a copy of the Parent Buyer Distribution Notice to the Indemnification Shareholders Representative); or (iii) receipt of a written notice from the Indemnification Shareholders Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth the Escrow Adjustments court or providing Accounting Arbitrator that no portion of Escrow Adjustments are Funds is to be made delivered to Buyer as a result of such award (the Indemnification Representative Shareholder Representatives shall at the same time provide a copy of the Representative Distribution Notice to ParentBuyer). Upon Promptly upon receipt of a Buyer Distribution Notice, Escrow Agent shall provide a copy of such notice to the occurrence Shareholders Representative. Promptly upon receipt of any a Representative Distribution Notice, Escrow Agent shall provide a copy of the events described in the preceding sentence, such notice to Buyer. The following sets forth actions to be taken by the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Datefollowing situations:

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

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim within the 30-day period provided above (a "Contested Claim")) within the 30-day --------------- period provided above, (i) matters that are subject to third party claims against --------------- Parent or Opal Easics in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passedarbitration, and (ii) matters that arise between Parent on the one hand, and Easics and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims") shall be settled in accordance ----------------- with Section 2.3(c) below, and (iii) matters that arise between Parent on the one hand, and Easics and/or the Holders on the other hand regarding performance, non-performance and/or breach under and/or of the Exchange Agreement shall be settled in accordance with Clause 9.10 of the Exchange Agreement. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim or claim pursuant to Clause 9.10 of the Exchange Agreement is between the Parent and Indemnification Representative, the Escrow Agent shall is not be a party to any Arbitrable ClaimClaim or claim pursuant to Clause 9.10 of the Exchange Agreement, and shall have no duty or obligation to monitor or enforce the provisions of Clause 9.10 of the Exchange Agreement and Section 2.3(c) hereofof this Agreement, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable ClaimClaim or claim pursuant to Clause 9.10 of the Exchange Agreement. Any portion of a Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the last sale price of Parent Common Stock on the Closing Date notwithstanding any change in the market value of Parent Common Shares. If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below or Clause 9.10 of the Exchange Agreement and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or ---------------------------------- decision of an arbitrator under paragraph (c) below setting forth or Clause 9.10 of the Escrow Adjustments or providing Exchange Agreement that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon If the occurrence of any earliest of the three events described in the preceding sentencesentence is (i) or (ii), the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) aboveParent Distribution Notice, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release DateDate has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares in accordance with their percentage interests which shall be certified in writing to the Escrow Agent. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Escrow Agent shall, within twenty (20) calendar days after receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein as certified in writing to the Escrow Agent, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

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

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

Contested Claims. In the event that the Indemnification ---------------- Shareholder Representative gives written notice contesting all, or any portion of, a Notice of Claim to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim within the 30-day period provided above (a "Contested Claim")) within the 20-day period provided above, (i) matters that are subject to third party claims Third Party Claims (as defined in the Merger Agreement) brought against --------------- Parent or Opal the Company in a litigation or arbitration shall will await the final decision, award or settlement of such litigation or arbitration the time for appeal having passedarbitration, and (ii) while matters that arise between Parent on the one hand, hand and the Holders (or the Shareholder Representative) on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement hand ("Arbitrable ---------- Claims") shall ), will be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claimby binding arbitration. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall will be resolved as set forth above in Section 2.3(a)4(a) above. The final decision of the arbitrator will be furnished to the Escrow Agent, If the Shareholder Representative, and Parent in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Holders, the Shareholder Representative and Parent, and an order with respect thereto may be entered in any court of competent jurisdiction. After delivery of written notice is received by the Escrow Agent Shareholder Representative that a the Notice of Claim is contested in whole or in part by the Indemnification Shareholder Representative, then the Escrow Agent shall will continue to hold hereunder after what would otherwise be in the Release Date (as defined in Section 3.1 below), the number of Escrow Account Escrow Shares specified in having a value (determined pursuant to Section 4(c) hereof) sufficient to cover such Claim (notwithstanding the Release Notice (as defined in Section 3.1 belowoccurrence of the Termination Date) or as otherwise provided in Section 3.1, until the earlier ofuntil: (i) receipt execution of a settlement or joint escrow instructions agreement executed by Parent and the Indemnification Shareholder Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; Claim, or (ii) receipt of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice to the Indemnification Representativearbitrator. (i); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence of any of the events described in the preceding sentence, the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date

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

Contested Claims. In If the event that the Indemnification ---------------- Representative gives the Indemnified Party written notice to Parent and the Escrow Agent contesting all or a any portion of a Notice of Claim within the 30-day twenty (20) Business Day period provided above specified in Section 10.5(a)(i) (a "“Contested Claim"”), then such Contested Claim shall be resolved by either (i) matters that are subject to third party claims against --------------- Parent a written settlement agreement executed by the Representative and the Indemnified Party or Opal in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passed, and (ii) matters that arise in the absence of such a written settlement agreement within thirty (30) Business Days following receipt of the written notice, by binding arbitration between Parent on the one hand, Representative and the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims") shall be settled Indemnified Party in accordance with the terms and provisions of Section 2.3(c12.17. The Representative and the Indemnified Party shall endeavor in good faith to resolve any Contested Claim within the thirty (30) belowBusiness Day period following 56 receipt of the written notice of the Contested Claim prior to submitting such claim to arbitration. Parent The Representative and ------ Indemnification Representative the Indemnified Party shall certify in writing promptly deliver instructions to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between disburse to the Parent and Indemnification Representative, Indemnified Party from the Escrow Agent shall not be a party Account the amount specified in such written settlement agreement or pursuant to such arbitration, as applicable. For purposes of this Section 10.5(a)(ii), in any Arbitrable Claim, proceeding hereunder and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv)12.17, the Parent or other Indemnified Party shall be deemed to determine whether a Contested Claim is an Arbitrable Claim. Any portion be the prevailing party if the arbitrator awards the Parent or other Indemnified Party one-half or more of a Notice the amount in dispute immediately prior to the decision of Claim that is not contested the arbitrator; if the arbitrator awards the Parent or is subsequently settled by Parent and other Indemnified Party less than one-half of the Indemnification amount in dispute immediately prior to the decision of the arbitrator, the Representative shall be resolved as set forth above in Section 2.3(a)deemed to be the prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses, If written notice is received including attorneys’ fees and costs, reasonably incurred by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice other party to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence of any of the events described in the preceding sentence, the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Datearbitration.

Contested Claims. In If the event that the Indemnification ---------------- Representative gives Shareholders give written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim within to DPRC and the 30-day period provided above Escrow Agent (a "Contested Claim")) within the 20-day period provided above, (i) matters that are subject to third party claims Claims brought against --------------- Parent DPRC or Opal the Shareholders in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passedarbitration, and (ii) while matters that arise between Parent DPRC on the one hand, hand and the Holders Shareholders on the other hand, including any disputes regarding performance or nonperformance non-performance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Disputed Claims") shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv3.4(c), or to determine whether a Contested Claim is an Arbitrable Claimbelow. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a3.4(a), above. If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification RepresentativeShareholders, then the Escrow Agent shall hold hereunder in the Escrow Account, after what would otherwise be the Final Release Date Date, Escrowed Shares having a value (determined pursuant to Section 2.2, above, as defined of the Final Release Date) sufficient to cover Damages alleged in Section 3.1 below), the number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until such Claim and to the earlier of: of (i) receipt of a settlement agreement executed by Parent DPRC and the Indemnification Representative Shareholders setting forth a the resolution of the Notice of Claim and setting forth the Escrow Adjustments; number of Escrowed Shares, if any, to be released to DPRC, or (ii) receipt of a written notice from Parent DPRC (a "Parent ------ DPRC Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below the Arbitrator and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy number of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth the Escrow Adjustments or providing that no Escrow Adjustments are Escrowed Shares, if any, to be made released to DPRC as a result of such award (the Indemnification Representative DPRC shall at the same time provide a copy of the Representative DPRC Distribution Notice to Parent). Upon the occurrence Shareholders; if the award does not specify the number of any Escrowed Shares to be released, the Shareholders shall have 20 calendar days to object to the calculation of the events described number of Escrowed Shares to be released, but not to the award itself; in the preceding sentenceevent that the Escrow Agent receives any such objection within such 20-day period, the Escrow Agent shall, within twenty (20) calendar days after receipt shall be entitled to require that the matter be resolved by a notice from both DPRC and the Shareholders or by a clarification of the settlement agreement or one of the notices described in clauses (iiaward.) or (iii) above, as applicable, (a) release to Parent the number of Escrow Shares specified in If the Escrow Adjustments and (b) Agent institutes an action for interpleader in accordance with Section 4.6 of this Agreement as a result of a dispute between the parties, the parties agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or, if the Release Dateparties are unable to agree, pursuant to this Section 3.4(b) and 3.4(c).

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

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

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Parent and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period provided above (a "Contested Claim")above, (i) matters that are subject to third party claims against --------------- Parent or Opal ADV in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration the time for appeal having passedarbitration, and (ii) matters that arise between Parent on the one hand, and ADV and/or the Holders on the other handhand regarding performance, including any disputes regarding non-performance and/or breach under and/or of the Share Purchase Agreement or nonperformance of a party's obligations under this Escrow the Warranty Agreement ("Arbitrable ---------- Claims") shall be settled in accordance with Clause 9.1 of the Share Purchase Agreement, Clause 5 of the Warranty Agreement, and Section 2.3(c) belowbelow ("Arbitrable Claims"). If a Contested Claim exists, Parent and ADV shall meet together between the fifth and the fifteenth Business Day following the date of the notice of the Contested Claim. If such meeting fails to produce an agreement within 30 days following such meeting, or if ADV fails to either (i) propose a date for such meeting, or (ii) fails to attend the meeting, then the Notice of Claim shall be deemed to have been accepted, unless ADV or the Indemnification Representative have provided a notice of request for Arbitration within such 30 day period from the date of the Notice of Claim. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c)such provisions governing Arbitrable Claims. The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, Representative and that the Escrow Agent shall is not be a party to any Arbitrable Claim, Claim and shall have no duty or obligation to monitor or enforce the provisions of Clause 9.1 of the Share Purchase Agreement, Clause 5 of the Warranty Agreement, and Section 2.3(c) hereofof this Agreement, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable ClaimClaim or claim pursuant to Clause 9.1 of the Share Purchase Agreement. Any portion of a Notice of Claim that is not contested or is subsequently settled by Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement, if the escrow is funded with shares of Parent Common Stock, the value of such Parent Common Stock shall be based upon the Average Price as defined in the Share Purchase Agreement notwithstanding any change in the market value of Parent Common Shares. If written notice is received by the Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Escrow Agent shall hold such Notice of Claim until the Escrow Funds are deposited on Deposit Date and shall then further hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), ) the number amount of Escrow Shares Funds specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Parent (a "Parent ------ Distribution Notice") attaching a copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below or Section 7.10 of the Share Purchase Agreement and setting forth the Escrow Adjustments (Parent shall at the same time provide a copy of the Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or decision of an arbitrator under paragraph (c) below setting forth below, Clause 9.1 of the Escrow Adjustments Share Purchase Agreement, or providing Clause 5 of the Warranty Agreement that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Parent). Upon the occurrence of any of the three events described in the preceding sentence, the Escrow Agent shall, within twenty (20) calendar days after receipt of the settlement agreement or one of the notices described in clauses (ii) or (iii) aboveParent Distribution Notice, as applicable, (a) release to Parent the number amount of Escrow Shares Funds specified in the Escrow Adjustments and (b) if there are no remaining unresolved Contested Claims, release to the Release DateHolders the balance of the Escrow Funds in accordance with their percentage interests which shall be certified in writing to the Escrow Agent by the Indemnification Representative. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the amount of Escrow Funds to be so released to Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

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