Common use of Escrow Fund Clause in Contracts

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith(a) As soon as practicable after the Effective Time, Parent, the Stockholder Representative and Parent shall cause to be delivered to the Escrow Agent shall have executed and delivered a certificate or certificates representing the Escrow Shares. The term “Escrow Shares” means an escrow agreement in form satisfactory to both aggregate of 1,500,000 shares of Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada Common Stock plus any shares as may be issued upon any stock split, stock dividend or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") similar recapitalization with respect to an escrow fund such shares. The Escrow Shares allocable to each Company Stockholder shall be equal to the aggregate number of Escrow Shares multiplied by a fraction the numerator of which is the number of shares of Parent Common Stock issuable to each such Company Stockholder pursuant to the Merger and the denominator of which is the aggregate number of shares of Parent Common Stock issuable to all Company Stockholders pursuant to the Merger. Notwithstanding the foregoing, no shares of Parent Common Stock will be deposited into the Escrow Fund with respect to Dissenting Shares (and the "shares of Parent Common Stock issuable with respect to such Dissenting Shares shall not be included in the foregoing calculation) unless and until the Company Stockholder shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment under the Delaware Code, as the case may be, with respect to such Dissenting Shares. The Escrow Shares, together with any and all income and proceeds thereon, shall be referred to hereinafter as the “Escrow Fund") for .” The Escrow Fund shall be available to compensate the purposes of securing the payment of Parent Indemnitees pursuant to the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundIndemnitors.

Escrow Fund. Concurrently herewithAt the Closing, Parent, the Stockholder Representative Seller and the Escrow Agent Purchaser shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to create an escrow fund (the "“Escrow Fund"”) for by depositing with JPMorgan Chase Bank, National Association or another commercial bank mutually acceptable to Seller and Purchaser (the purposes of securing the payment of the indemnification obligations of the Company Stockholders “Escrow Agent”), pursuant to Article VI. Parent shall deposit into such an escrow agreement substantially in the form of Exhibit C (the “Escrow Fund promptly following Agreement”), an amount of cash equal to the Closing the Aggregate Escrow Amount. The Merger Consideration payable On the date that is twelve (12) months after the Closing Date (such date, the “Escrow Release Date”), subject to the Company Stockholders at provisions of the Closing but for this Section 2.3(d) Escrow Agreement, Purchaser and Seller shall be reduced by jointly instruct the Escrow Agent to promptly pay to Seller an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of amount remaining in the Escrow Fund in accordance with minus any amounts subject to a claim for indemnification by the Purchaser Indemnified Parties (as hereinafter defined) on the Escrow AgreementRelease Date pursuant to Section 11.2. Thereafter, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from promptly, but in no event later than five (5) Business Days following the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount final determination of any indemnification obligationspayments pursuant to Section 11.2 owed to Purchaser, and the payment thereof pursuant to Section 11.7, Purchaser and Seller shall jointly instruct the Escrow Agent to promptly pay to Seller all amounts remaining in the Escrow Fund. Notwithstanding anything to the contrary contained herein, no amounts actually paid by the Escrow Agent in connection with a claim pursuant to Section 2.3 to a Purchaser Indemnified Party out of the Interim Period Escrow Fund, if any, shall be payable pursuant to Article VI, paid from the Escrow Fund. The adoption this Section 2.2 out of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith(A) As soon as reasonably practicable after the Closing, but in no event later than one Business Day following Closing, Parent shall, or shall cause the Payment Agent to, transfer, by wire transfer of immediately available funds, the Escrow Amount to the Escrow Agent to hold in trust as an escrow fund (the “Escrow Fund”), under the terms of this Agreement and the Escrow Agreement. Upon deposit of the Escrow Amount with the Escrow Agent in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Indemnitors its, his or her Pro Rata Portion of the Escrow Amount to the Escrow Fund. The parties hereto agree that, for Tax purposes only, Parent is the owner of the cash in the Escrow Fund and that all interest on or other taxable income, if any, earned from the investment of such cash in the Escrow Fund pursuant to this Agreement shall be treated for Tax purposes as earned by Parent. Furthermore, the parties acknowledge and agree that (i) the portion of the Escrow Fund payable in respect of Company Options held by Specified Optionholders is not intended to be compensation or wages, or subject to withholding as such, unless and until such portion (or any part thereof) is distributed to the Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation’s payroll processing system (net of applicable Tax withholding and deductions) and (ii) the portion of the Escrow Fund payable in respect of Company Capital Stock and Company Warrants is intended to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Tax Law, as appropriate and if and to the extent any such portion of the Escrow Fund is actually distributed to applicable Company Indemnitors, interest may be imputed on such amount, as required by Section 483 or Section 1274 of the Code. (B) The Escrow Agreement shall be entered into at the Closing, by and among Parent, the Stockholder Stockholders’ Representative, on behalf of the Company Indemnitors, and the Escrow Agent, and shall provide Parent with recourse against the Escrow Fund with respect to the Company Indemnitors obligations under Article VIII during the period through the eighteen (18) month anniversary of the Closing Date (the “Escrow Period”), provided that if an Indemnification Claim Notice has been received by the Stockholders’ Representative and the Escrow Agent prior to the end of the Escrow Period, an amount in respect of the claims set forth in such Indemnification Claim Notice shall have executed be retained by the Escrow Agent until final resolution of such claims), subject to the terms and delivered an escrow agreement conditions set forth in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and . The proceeds in the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable shall be distributed to the Company Stockholders Indemnitors, in accordance with their applicable Pro Rata Portions, and to Parent at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as times, and upon the terms and conditions, set forth opposite each Stockholder's name on Schedule 2.3(d) heretoin this Agreement and the Escrow Agreement. Upon the termination The terms and provisions of the Escrow Fund in accordance with Agreement and the Escrow Agreementtransactions contemplated thereby are specific terms of the Merger, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from and the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The approval and adoption of this Agreement and the approval of the transactions contemplated herebyMerger by the Company Stockholders and their execution and delivery of the Company Stockholder Consent constitutes approval by such Company Indemnitors, including as specific terms of the Merger, and the irrevocable agreement of such Company Stockholders to be bound by the stockholders of Company shall constitute approval of and comply with, the Escrow Agreement and all of the arrangements related and provisions of this Agreement relating thereto, including the depositing deposit of the Aggregate Escrow Amount into the Escrow Fund, the obligations set forth in Article VIII and the appointment and sole authority of the Stockholders’ Representative to act on behalf of the Company Indemnitors, as provided for herein and in the Escrow Agreement. The Escrow Amount shall be held as a trust fund and shall not be subject to any Encumbrance, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. For any portion of the Escrow Fund released for the benefit of the Company Indemnitors, the portion of the Escrow Fund payable in respect of (1) Employee Company Options held by Specified Optionholders shall be paid to the Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions and (2) Company Capital Stock and Company Warrants shall be paid to the Payment Agent for further distribution to such recipients, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.

Escrow Fund. Concurrently herewithFrom and after the Closing, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the any indemnification obligations of Seller or Parent shall be paid first, from the Company Stockholders Escrow Fund pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Agreement; second, after the entire Escrow Fund in accordance with has been paid to a Buyer Group Member or released and returned to Seller pursuant to the terms of the Escrow Agreement, each Company Stockholder directly by Seller or Parent (provided that Providence shall receive pay directly its Pro Rata Share of Seller's and Parent's indemnification obligations pursuant to Providence's Equity Holder Agreement); provided, that upon or after the occurrence of any of (a) the voluntary or involuntary dissolution, liquidation or winding up of Seller or Parent, (b) the transfer of more than 25% in value (based on book value calculated as of the Closing) of the assets of Seller or Parent to any third party (unless such Stockholderthird party agrees in writing to assume its pro rata share, based on the book value of the transferred assets calculated as of the Closing, of the obligations of Seller and Parent under this Article X (for which Parent and Seller shall remain fully liable), or (c) the failure of Seller or Parent to pay any amounts required to be paid thereby pursuant to this Agreement within 30 days of such amount becoming due and payable by the Seller or Parent, then any indemnification obligations of Seller and Parent not paid to a Buyer Group Member pursuant to this Section 10.7 shall be paid (to the extent of Seller's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to Share) by each Seller Guarantor (other than Providence Equity Partners IV, L.P. and Providence Equity Operating Partners IV, L.P.) in accordance with such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundSeller Guarantor's Equity Holder Agreement.

Escrow Fund. Concurrently herewithSubject to the limitations set forth in Section 10.2(c), Parentif any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the Stockholder Representative recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") Company, solely with respect to an escrow fund Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the "Escrow Fund"Fund or (Y) for directly from the purposes applicable Escrowed Holder. For the avoidance of securing doubt, notwithstanding the partial payment of the indemnification obligations Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of the Company Stockholders this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if anyfinal Allocation Schedule, pursuant to Article VI, paid from the Escrow Fund. The adoption terms of this the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the approval value of such share at the transactions contemplated herebyClosing, including i.e., $ 430.41 (the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.“Agreed Value”). (c)

Escrow Fund. Concurrently herewith, ParentThe Purchaser shall deposit an amount of Three Million Three Hundred and Ten Thousand U.S. Dollars (US$ 3,310,000) of the Purchase Price in cash (the “Escrowed Cash”) and in Redeemable Ordinary A Shares of the Purchaser (out of the Consideration Shares) (the “Escrowed Shares” and together with the Escrowed Cash, the Stockholder Representative “Escrow Amount”) at the Closing into an escrow account, based on the allocation between Escrowed Cash and Escrowed Shares as set forth in the Waterfall, provided that the portion of the Escrowed Shares shall not exceed the pro rata shares of the Consideration Shares out of the Purchase Price, where the cash portion thereof shall bear interest (the “Escrow Fund”) with the Escrow Agent, to be held by the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with and subject to the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption provisions of this Agreement and the approval escrow agreement in the form attached as Schedule 2.8 hereto (the “Escrow Agreement”) to secure the Indemnified Parties’ right to indemnification in accordance with Section 10 below and for payment to the Purchaser if the Aggregate Purchase Price Adjustment is lower than the Estimated Aggregate Purchase Price Adjustment, in accordance with Section 2.7. The allocation between Escrowed Cash and Escrowed Shares is determined with respect to each Executing Shareholder, as notified prior to the date hereof, and with respect to any Non-Executing Shareholder – to the extent that such shareholder signs a joinder to this Agreement prior to Closing, in accordance with the instructions set forth therein, and to the extent no such joinder was signed, or such Non-Executing Shareholder did not provide written request to receive Consideration Shares, then solely from cash. The Escrow Amount shall be contributed by each Indemnifying Party as set forth in the Waterfall (and, accordingly, if released to the Indemnifying Parties, released on a pro-rata basis in accordance with such Waterfall). The release of the transactions contemplated herebyremaining amounts in the Escrow Fund (except such amounts as are subject to pending Claims under the Escrow Agreement) to the Paying Agent or the 102 Trustee, including as applicable for further distribution to the Merger, by Indemnifying Parties will occur on the stockholders eighteen (18) month anniversary of Company shall constitute approval the Closing subject to the terms of the Escrow Agreement; provided that in the event of any conflict between this Agreement and all arrangements related theretothe Escrow Agreement, including the depositing terms of this Agreement will prevail. In addition, the Purchaser shall deposit the Expense Fund with the Escrow Agent in the accordance with Section 4.6 below and the terms of the Aggregate Escrow Agreement. For the avoidance of doubt, the Expense Fund is addressed in the Escrow Agreement for convenience purposes and the Purchaser shall have no liability in connection therewith. The fees and expenses associated with the services of the Escrow Agent shall be borne solely and completely (100%) by the Purchaser. Notwithstanding the above, in lieu of depositing any amounts in respect of the Escrow Fund on account of the Retained Sellers’ portion of the Purchase Price, it is agreed that such percentage out of the Retained Holdback Amount that corresponds to the retained Sellers’ portion of the Escrow Amount into (the “Heldback Escrow”) shall serve to secure the Indemnified Parties’ right to indemnification in accordance with Section 10 below and for payment to the Purchaser if the Aggregate Purchase Price Adjustment is greater than the Estimated Aggregate Purchase Price Adjustment, in accordance with Section 2.7, and in case of any claims against the Escrow, the portion of the Heldback Escrow that is held by the Purchaser shall be deemed to have been claimed against as well on a pro-rata basis together with any amounts and Consideration Shares in the Escrow Fund, and it will be payable to the Retained Sellers subject to the terms of the Holdback Agreement, only when and if such amount is eligible for release pursuant to the terms of the Escrow Agreement. Such Heldback Escrow shall not be deposited with the Escrow Agent.

Escrow Fund. Concurrently herewithNotwithstanding the provisions of Article I, Parentupon the Closing of the Merger, the Buyer shall issue to each Company Stockholder Representative and 90% of the Buyer Common Stock otherwise issuable to such stockholder pursuant to Article I (rounded upward to the nearest whole share). The remaining 10% of the Buyer Common Stock issuable to a Company Stockholder in connection with the Merger shall be referred to as "Escrow Shares," collectively, the Escrow Agent Shares shall have executed and delivered an escrow agreement in form satisfactory be referred to both Parent and Company (as the "Escrow Agreement"Fund." The obligation of the Buyer to issue the Escrow Shares otherwise issuable upon the Merger or any such exercise shall be subject to reduction to satisfy the Company's obligations under this Article VII. Damages that: (i) under which Computershare Trust Company are accepted as valid by the Stockholders' Agents (as defined below); or (ii) are determined to be valid by arbitration as described in this Article VII, shall reduce the number of Canada or another Person mutually satisfactory Escrow Shares issuable to Parent and the Company Stockholders by the number of Escrow Shares (rounded to the closest whole number) equal to such Damages divided by the Buyer Share Market Value. As soon as practicable after the Effective Date, the Escrow Shares shall act be registered in the name of, and be deposited with, Mercantile Bank (or other institution selected by the Buyer with the reasonable consent of the Company) as escrow agent (the "Escrow Agent") with respect ), such deposit to an escrow fund (constitute the "Escrow Fund") for Fund and to be governed by the purposes of securing terms set forth herein and in the payment of Escrow Agreement attached hereto as Exhibit D. The Escrow Shares shall be beneficially owned by the Company Stockholders and the Escrow Fund shall be available to partially compensate the Buyer pursuant to the indemnification obligations of the Former Company Stockholders. With respect to the claims made prior to the termination of the "Escrow Period" (as defined below), arising out of breaches of the representations and warranties set forth in Section 2.12 and, with respect only to Intellectual Property and Third Party Intellectual Property Rights, in Section 2.14 (collectively, the "Intellectual Property Claims"), the Buyer, in addition to the Escrow Fund, may seek indemnification from the Former Company Stockholders pursuant to Article VIthe Affiliate Agreements and Stockholder Agreements. Parent shall deposit into To the extent not used for the foregoing purposes, such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) Shares shall be reduced by an amount equal to each Stockholder's Pro Rata Portion released as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund provided in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to this Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundVII.

Escrow Fund. Concurrently herewith, ParentAs security for the indemnity provided for in Section 8.2 hereof, the Stockholder Representative and the Escrow Certificates shall be deposited by Acquiror in an escrow account with The Chase Manhattan Bank (or other mutually acceptable institution) as Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), as of the Effective Time, such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as terms set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval provisions of an Escrow Agreement to be executed and delivered pursuant to Section 5.16. Upon compliance with the terms hereof and subject to the provisions of this Article VIII, Acquiror and the Surviving Corporation shall be entitled to obtain indemnity from the Escrow Fund for Damages covered by the indemnity provided for in Section 8.2 of this Agreement. Any and all distributions of Acquiror Common Stock issued in respect thereof (including, without limitation, any shares issued pursuant to any stock dividend, stock split, reverse stock split, combination or reclassification thereof) shall be the property of the transactions contemplated hereby, including Principal Stockholder and shall be deposited with the Merger, Escrow Agent. Cash dividends or other property distributed in respect of Acquiror Common Stock shall be delivered to Principal Stockholder and shall not be deposited with or retained by the stockholders of Company Escrow Agent. The Principal Stockholder shall constitute approval of be entitled to exercise any and all voting and other consensual rights pertaining to the Acquiror Common Stock held in the Escrow Agreement and all arrangements related thereto, including Fund (the depositing "Escrow Shares") or any part thereof for any purpose not inconsistent with the terms of the Aggregate Escrow Amount into the Escrow Fundthis Agreement.

Escrow Fund. Concurrently herewithPromptly after the Effective Time, Parent, the Stockholder Representative and Parent shall deposit with the Escrow Agent shall have executed and delivered an escrow agreement a number of shares of Parent Common Stock represented by a single stock certificate registered in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company name of Canada or another Person mutually satisfactory to Parent and Var & Co., as nominee of the Company shall act as escrow agent (the "Escrow Agent", which together equal the Escrow Amount out of the number of shares of Parent Common Stock otherwise deliverable to the Stockholders pursuant to SECTION 1.6 hereof and shall confirm such deposit with the Escrow Agent. Such deposit of the Escrow Amount (plus any New Shares (as defined in SECTION 7.3(c)(IV) with respect to hereof) shall constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Such shares of Parent Common stock shall be deposited by Parent as, for the purposes of securing the payment this purpose, agent of the indemnification obligations of the Company Stockholders pursuant to Article VI. Stockholders, who shall thereupon, without any act by them, be treated as having received from Parent shall deposit into under SECTION 1.6 such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund Parent Common Stock in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's their respective Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to Portions and then as having deposited such Company Stockholder less a pro rata amount shares of any indemnification obligations, if any, pursuant to Article VI, paid from Parent Common Stock into the Escrow Fund. The adoption Escrow Fund shall be security for the indemnity obligations provided for in SECTION 7.2 hereof. The Escrow Fund shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement and the approval as of the transactions contemplated hereby, including date hereof between the Merger, by the stockholders of Company shall constitute approval of other signatories hereto. Interests in the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundFund shall be non-transferable.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder ----------- Securityholders' Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to with an escrow agent selected by Parent and reasonably ---------------- acceptable to the Company shall act as escrow agent Securityholders' Representative (the "Escrow Agent") with respect ------------ substantially in the form attached as Exhibit C hereto. Pursuant to the terms of the Escrow Agreement, Parent shall deposit the Escrow Amount into an escrow fund account, which account is to be managed by the Escrow Agent (the "Escrow ------ Account"). The Escrow Amount and all interest and other amounts earned thereon ------- in the Escrow Account is referred to herein as the "Escrow Fund") for the purposes of securing the payment ." In connection ----------- with such deposit of the indemnification obligations Escrow Amount with the Escrow Agent and as of the Effective Time, each holder of the Company Stockholders pursuant Preferred Stock (the "Company ------- Preferred Stockholders"), as applicable, will be deemed to Article VI. Parent shall deposit into have received and ---------------------- deposited with the Escrow Agent such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholderperson or entity's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of pro rata interest in the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable as determined as of Closing by reference to such Company Stockholder less a person or entity's pro rata amount of any indemnification obligationsinterest in the Preferred Merger Consideration, if any, pursuant to Article VI, paid without any act of such Company Preferred Stockholders. Distributions of any portion of the Escrow Amount from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreement. The adoption approval of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company Preferred Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related theretorelating thereto by the Company Preferred Stockholders, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into in escrow and the Escrow Fundappointment of the Securityholders' Representative.

Escrow Fund. Concurrently herewith, ParentTo provide a fund against which a Parent Indemnified Party may assert claims of indemnification under this Article V (a “Parent Indemnification Claim”), the Stockholder Representative Escrow Amount shall be deposited into escrow pursuant to the Escrow Agreement in accordance with Section 1.9. The Escrow Fund shall be held and distributed in accordance with this Article V and the Escrow Agent Agreement. Each Parent Indemnification Claim shall have executed be made only in accordance with this Article V and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to . A Parent and Indemnified Party shall seek recourse for Parent Indemnification Claims by offset against the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following first. Any interest or other income paid on the Closing the Aggregate Escrow Amount. The Merger Consideration payable Amount shall be added to the Company Stockholders at Escrow Fund and become a part thereof and available for satisfaction of claims. Subject to the Closing but for terms and conditions of this Section 2.3(d) shall be reduced by an Agreement, the entire amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund shall be available to the Parent Indemnified Parties on a joint and several basis for satisfaction of any Losses they may suffer that are subject to indemnification pursuant to this Article V, regardless of whether or not such Losses were caused by any of the Company, a Securityholder or any of their Affiliates and irrespective of whether indemnification claims under this Article V were first asserted by the Parent Indemnified Parties against one or more of such persons. No Covered Securityholder may recover from the Parent Indemnified Parties, and none of the Parent Indemnified Parties has any Liability for, any amount by which the Escrow Fund is properly reduced thereby in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval Escrow Agreement. Notwithstanding anything to the contrary contained in this Agreement, none of the transactions contemplated herebylimitations set forth in this Article V shall apply to any action for specific performance, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fundinjunctive relief or other equitable remedy or with regard to any claim or action with respect to fraud (other than negligent misrepresentation).

Escrow Fund. (a) Concurrently herewithwith the execution hereof, Parenteach Seller is delivering to the Escrow Agent, to be held in escrow pursuant to the Stockholder Representative and terms of this Agreement, stock certificates issued in the name of such Seller representing the total number of Escrow Shares received by such Seller pursuant to the Purchase Agreement in accordance with the allocations in Exhibit J to the Purchase Agreement, together with two (2) assignments separate from certificate executed in blank by such Seller, with medallion signature guaranties. The shares of Preferred Stock represented by the stock certificates so delivered by the Sellers to the Escrow Agent and any common stock in which the Preferred Stock is converted are herein referred to in the aggregate as the “Escrow Fund.” Reference herein to the Preferred Stock shall have executed and delivered an escrow agreement include the common stock in form satisfactory which the Preferred Stock is converted. The Escrow Agent shall maintain a separate account for each Seller’s, and, subsequent to both Parent and Company any transfer permitted pursuant to Section 1(e), each Permitted Transferee’s, portion of the Escrow Fund. (the "b) The Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory Agent hereby agrees to Parent and the Company shall act as escrow agent (and to hold, safeguard and disburse the "Escrow Fund pursuant to the terms and conditions hereof. It shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Buyer. The Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment ’s duties hereunder shall terminate upon its distribution of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the entire Escrow Fund in accordance with this Agreement. (c) Except as herein provided, the Sellers and Permitted Transferees (each an “Owner,” and collectively the “Owners”) shall retain all of their rights as stockholders of Buyer with respect to shares of Preferred Stock constituting the Escrow Fund during the period the Escrow Fund is held by the Escrow Agent (the “Escrow Period”), including, without limitation, the right to vote their shares of Preferred Stock included in the Escrow Fund. (d) During the Escrow Period, all dividends payable in cash with respect to the shares of Preferred Stock included in the Escrow Fund shall be paid to the Owners, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Fund” shall be deemed to include the Non-Cash Dividends distributed thereon, if any. (e) During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the shares of Preferred Stock in the Escrow Fund except (i) to a “Permitted Transferee” (as hereinafter defined), (ii) by virtue of the laws of descent and distribution upon death of any Owner, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement. As used in this Agreement, each Company Stockholder the term “Permitted Transferee” shall receive include: (x) members of a Seller’s “Immediate Family” (as hereinafter defined); (y) an entity in which (A) a Seller and/or members of a Seller’s Immediate Family beneficially own 100% of such Stockholder's Pro Rata Portion previously withheld from entity’s voting and non-voting equity securities, or (B) a Seller and/or a member of such Seller’s Immediate Family is a general partner and in which such Seller and/or members of such Seller’s Immediate Family beneficially own 100% of all capital accounts of such entity; and (z) a revocable trust established by a Seller during his lifetime for the Merger Consideration otherwise payable benefit of such Seller or for the exclusive benefit of all or any of such Seller’s Immediate Family. As used in this Agreement, the term “Immediate Family” means, with respect to such Company Stockholder less any Seller, a pro rata amount spouse, lineal descendants, the spouse of any indemnification obligationslineal descendant, and brothers and sisters (or a trust, all of whose current beneficiaries are members of an Immediate Family of the Seller). In connection with and as a condition to each permitted transfer, the Permitted Transferee shall deliver to the Escrow Agent an assignment separate from certificate executed by the transferring Seller, with medallion signature guaranty, or where applicable, an order of a court of competent jurisdiction, evidencing the transfer of shares to the Permitted Transferee, together with two (2) assignments separate from certificate executed in blank by the Permitted Transferee, with medallion signature guaranties, with respect to the shares transferred to the Permitted Transferee. Upon receipt of such documents, the Escrow Agent shall deliver to Buyer’s transfer agent the original stock certificate out of which the assigned shares are to be transferred, together with the executed assignment separate from certificate executed by the transferring Seller, or a copy of the applicable court order, and shall request that Buyer issue new certificates representing (m) the number of shares, if any, pursuant that continue to Article VIbe owned by the transferring Seller, paid from and (n) the number of shares owned by the Permitted Transferee as the result of such transfer. Buyer, the transferring Seller and the Permitted Transferee shall cooperate in all respects with the Escrow FundAgent in documenting each such transfer and in effectuating the result intended to be accomplished thereby. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of During the Escrow Agreement and all arrangements related theretoPeriod, including the depositing no Owner shall pledge or grant a security interest in such Owner’s shares of the Aggregate Escrow Amount into Preferred Stock included in the Escrow FundFund or grant a security interest in such Owner’s rights under this Agreement.

Escrow Fund. Concurrently herewithAt the Closing Date, Parent, Parent shall deliver 830,100 shares of Parent Common Stock (the Stockholder Representative and “Escrow Fund”) to the Escrow Agent Agent, which shall have executed and delivered an be held in escrow agreement in form satisfactory to both Parent and Company (the "“Escrow”) subject to the Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") Agreement for the purposes of securing the payment Shareholders’ indemnity obligations under this Agreement. The Shareholders have requested that the shares of Parent Common Stock deposited into the indemnification obligations of the Company Stockholders Escrow pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing preceding sentence be allocated among the Aggregate Escrow Amount. The Merger Consideration payable Shareholders as set forth on Schedule B to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) heretoDisclosure Letter. Upon the termination Shares of Parent Common Stock deposited into the Escrow Fund in respect of each Shareholder as set forth on such Schedule B shall be deducted from the number of shares of Parent Common Stock otherwise deliverable to each such Shareholder pursuant to Section 2.3 (as adjusted pursuant to Section 2.4). In accordance with the terms of the Escrow Agreement, each Company Stockholder shall receive twelve months following the Closing Date (or, if such Stockholder's Pro Rata Portion previously withheld from date is not on a Business Day, the Merger Consideration otherwise payable first Business Day thereafter), the Escrow Agent will deliver all shares of Parent Common Stock remaining in the Escrow Fund to such Company Stockholder less the Shareholders on a pro rata amount basis (calculated based upon the relative allocations among the Shareholders set forth on Schedule B to the Company Disclosure Letter) to the addresses listed on the Company’s stock records or to an address or account designated by any such Shareholder or the Representative to the Escrow Agent in writing at least ten (10) Business Days prior to such date. Subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute or otherwise relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not ultimately applied in satisfaction of indemnification obligations, if any, pursuant shall be delivered to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundShareholders as described above.

Escrow Fund. Concurrently herewith, Parent(a) As partial security for the indemnity provided for in Section 9.2 of this Agreement, the Stockholder Representative and Escrow Shares (defined in Section 0(c) hereof) shall be registered in the Escrow Agent names of the Holders but shall have be deposited (together with assignments in blank executed and delivered an escrow agreement in form satisfactory to both Parent and Company by the Holders) with First Trust of California, N.A. (or other institution selected by FIC with the "Escrow Agreement"reasonable consent of the Holders' Representatives) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing terms set forth herein and in an Escrow Agreement among FIC, the payment of Escrow Agent and the indemnification obligations of Holders (the Company Stockholders pursuant to Article VI. Parent shall deposit into such "Escrow Fund promptly following Agreement") substantially in the Closing the Aggregate Escrow Amount. The Merger Consideration payable form attached hereto as Exhibit L. Subject to the Company Stockholders at terms of Section 9.3(b) of this Agreement, upon compliance with the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon terms hereof and the termination terms of the Escrow Agreement FIC and the other FIC Indemnitees shall be entitled to obtain indemnification from the Escrow Fund for all Indemnifiable Damages covered by the indemnity provided for in accordance with Section 9.2 of this Agreement. From and after the Closing, upon the valid exercise of Subject Options held by the Subject Optionholders as specified in the Escrow Agreement, each Company Stockholder FIC shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable deliver to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow FundAgent a certificate or certificates issued in the name of such optionholder (or the Escrow Agent under the circumstances specified in the Escrow Agreement) representing additional Escrow Shares, to the extent set forth in the Escrow Agreement. The adoption and approval of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company RMT's shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements related relating thereto, including without limitation the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the appointment of the Holders' Representatives to act for and on behalf of Holders to give and receive notices and communications, to authorize delivery of any shares of FIC Common from the Escrow FundFund in satisfaction of claims by FIC Indemnitees, to object to such deliveries, to agree to, negotiate and enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of such representatives for the accomplishment of the foregoing. (b) At any time until the earlier of (i) 11:59 p.m., Pacific time, on the first anniversary of the Closing Date or (ii) the termination of the Escrow Agreement as provided therein, if FIC or any other FIC Indemnitee makes a claim for Indemnifiable Damages and is entitled to indemnification pursuant to Section 9.2 hereof, the Escrow Agent shall, upon compliance with the procedures set forth in the Escrow Agreement, release to FIC or such other FIC Indemnitee, as applicable, such amount from the Escrow Fund which is equal in value to such Indemnifiable Damages. Escrow Shares so released shall be valued as set forth in Section 2(c) of the Escrow Agreement. Some or all of the amount to be so released may, under the circumstances and on the terms and conditions specified in the Escrow Agreement, be satisfied by the forfeiture of Subject Options in lieu of the release of Escrow Shares. Upon a distribution by the Escrow Agent to FIC or any other FIC Indemnitee pursuant to this Section, the Escrow Fund will be correspondingly reduced.

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall The Family Participating Lenders have executed and delivered deposited into an escrow agreement in form satisfactory to both Parent and Company account (the "Escrow AgreementAccount") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and maintained by the Company shall act as escrow agent (the "Escrow Agent", by wire transfer, a total of the Maximum Amount in cash, in the respective amounts set forth opposite each Family Participating Lender's name on Schedule I hereto. Confirmation of receipt of these funds shall be immediately provided by the Escrow Agent to the Administrative Agent upon notice to the Escrow Agent that the Effective Date (as defined below) has occurred. Amounts deposited with respect the Escrow Agent as provided by this Section 2, including any accretions and reductions 2 therefrom, are referred to an escrow fund (herein and shall constitute the "Escrow Fund") for ." Commencing on the purposes of securing date on which any Escrow Funds were initially deposited into the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into Escrow Account, such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) funds shall be reduced by an amount equal to each Stockholder's Pro Rata Portion invested in accordance with Section 4(a). Commencing on the Effective Date (as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of defined below), the Escrow Fund shall continue to be invested and shall be held and administered in accordance with the terms and provisions of this Escrow Agreement. The "Effective Date" shall mean the date on which all of the following are executed and delivered to the Family Participating Lenders, in form and substance satisfactory to the Family Participating Lenders: (i) this Escrow Agreement; (ii) the Participation Agreement; (iii) all documents, agreements and instruments necessary or desirable, as determined by the Family Participating Lenders, to create, enforce and perfect the liens, mortgages and security interests of the Family Participating Lenders in the Collateral, as defined in Section 5 hereof; (iv) a copy of all waivers executed by the Banks waiving any Events of Default under the Financing Documents, including Waiver No. 6 under the Credit Agreement; and (v) all other documentation (including legal opinions) requested by the Family Participating Lenders in connection with this Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Participation Agreement and the approval documents referred to in clause (iii) above. The Family Participating Lenders authorize Dechert, their counsel, to notify the Company and the Administrative Agent of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval occurrence of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundEffective Date.

Escrow Fund. Concurrently herewith, Parentand together with the Indemnity Escrow Fund and the Adjustment Escrow Fund, the Stockholder Representative “Escrow Funds”), which amount shall not become payable as of the Closing Date but shall instead be paid in accordance with, and subject to the provisions of, Article IX and pursuant to the terms of the Escrow Agent Agreement. The Escrow Funds shall have executed be held as partial security for any Losses for which any of the Buyer Indemnified Parties are entitled to recovery under this Agreement, including pursuant to Article IX and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders any Taxes pursuant to Article VIVII, and for any amount for which Buyer is entitled to recover pursuant to Section 2.11. Parent shall deposit into such The Adjustment Escrow Fund promptly following shall be held as partial security for any amount for which Buyer is entitled to recovery pursuant Section 2.11. Each of the Closing the Aggregate Indemnity Escrow Amount. The Merger Consideration , the Adjustment Escrow Amount and the Schedule 9.2(h) Escrow Amount shall be withheld from the amounts payable to the Company Stockholders at Unitholders pursuant to this Article II and the Closing but for this Section 2.3(damount of the Indemnity Escrow Amount, the amount of the Adjustment Escrow Amount and the amount of the Schedule 9.2(h) Escrow Amount so withheld from each Company Unitholder shall be reduced by an amount equal deemed to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on have been contributed to the Indemnity Escrow Fund, the Adjustment Escrow Fund, and the Schedule 2.3(d9.2(h) heretoEscrow Fund, respectively, with respect to such Company Unitholder. Upon the termination Any payments to be made out of the Indemnity Escrow Fund or the Schedule 9.2(h) Escrow Fund for the benefit of the Company Unitholders shall be made in accordance with the Escrow AgreementArticle IX, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of and any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval payment made out of the transactions contemplated hereby, including Adjustment Escrow Fund for the Merger, by the stockholders of Company shall constitute approval benefit of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundCompany Unitholders shall be made in accordance with Section 2.11.

Escrow Fund. Concurrently herewith(a) Subject to this Section 7.3, Parent, as sole and exclusive security and for the Stockholder Representative indemnity of the Shareholders provided for in Section 7.2 hereof and by virtue of this Agreement and the Escrow Agreement, the Shareholders will be deemed to have received and deposited with the Escrow Agent the Escrow Amount (plus any additional shares as may be issued in respect of any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of the Shareholders. The Escrow Amount shall have executed be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and delivered an escrow agreement in form satisfactory for which they are entitled to both Parent and Company (recovery under this Article VII from the "Shareholders. As promptly as practicable after the Closing, the Escrow Agreement") under which Computershare Trust Company Amount, without any act of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (Shareholders, will be deposited with the "Escrow Agent") with respect , such deposit of the Escrow Amount to constitute an escrow fund (the "Escrow FundESCROW FUND") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as terms set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund herein and in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into in escrow. (b) Notwithstanding any provision of this Agreement to the contrary, after the Effective Time the Indemnified Parties shall not be entitled to indemnification or to obtain any proceeds from the Escrow FundFund or to otherwise recover any amount unless and until the Indemnified Parties have identified and established Losses in excess of $150,000 in the aggregate (the "BASKET AMOUNT") pursuant to the procedures set forth in the Escrow Agreement, in which case the Indemnified Parties shall be entitled to recover all Losses so identified, including those comprising the Basket Amount.

Escrow Fund. Concurrently herewith, ParentAt the Effective Time, the Stockholder Representative Participating Shareholders will be deemed to have received and deposited with the Escrow Agent shall have executed (as defined below) shares of ClickOver Common Stock and delivered ClickOver Preferred Stock (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by ClickOver after the Effective Time) without any act of any Participating Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Participating Shareholder, will be deposited with an escrow agreement in form satisfactory institution acceptable to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent ClickOver and the Company shall act Focalink Securityholder Agent as escrow agent Escrow Agent (the "Escrow Agent") with respect ), such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amountterms set forth herein and at ClickOver's cost and expense. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination portion of the Escrow Fund Amount contributed on behalf of each Participating Shareholder shall be in accordance with proportion to the aggregate ClickOver Common Stock and ClickOver Preferred Stock which such holder would otherwise be entitled to receive under Section 1.6. No portion of the Escrow Agreement, each Company Stockholder Amount shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount be contributed in respect of any indemnification obligationsFocalink Warrants. Subject to the limits of Section 7.2(g) below, the Escrow Fund shall be available to compensate ClickOver for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by ClickOver, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of Focalink contained in Article II herein (as modified by the Focalink Schedules), or any failure by Focalink to perform or comply with any covenant contained herein. ClickOver and Focalink each acknowledge that such Losses, if any, pursuant would relate to Article VIthe unresolved contingencies existing at the Effective Time, paid from which, if resolved at the Escrow Fund. The adoption of this Agreement and Effective Time would have led to a reduction in the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fundaggregate Merger consideration.

Escrow Fund. Concurrently herewith, ParentAs security for the indemnity provided for in Section 8.2 hereof, the Stockholder Representative and the Escrowed Consideration shall be deposited by Acquiror in an escrow account with The Chase Manhattan Bank (or other mutually acceptable institution) as Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), as of the Effective Time, such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes terms set forth in this Agreement and the provisions of securing the payment of the indemnification obligations of the Company Stockholders an Escrow Agreement to be executed and delivered pursuant to Article VISection 5.16. Parent shall deposit into such The Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name allocated among the Principal Stockholders on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund a pro-rata basis in accordance with the Escrow Agreementnumber of shares of Target Common Stock held by the Principal Stockholders at the Effective Time (excluding for purposes of this calculation any Dissenting Shares). Upon compliance with the terms hereof and subject to the provisions of this Article VIII, each Company Stockholder Acquiror and the Surviving Corporation shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable be entitled to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid obtain indemnity from the Escrow FundFund for Damages covered by the indemnity provided for in Section 8.2 of this Agreement. Any and all distributions of stock or any securities of Acquiror issued in respect thereof (including, without limitation, any shares issued pursuant to any stock dividend, stock split, reverse stock split, combination or reclassification thereof) shall be the property of the Principal Stockholders, shall be deposited with the Escrow Agent and shall be treated as Escrowed Consideration pursuant to the terms of this Agreement. Cash dividends or other property distributed in respect of Acquiror Common Stock shall be delivered to the Principal Stockholders on a pro-rata basis in accordance with the number of shares of Target Common Stock held by the Principal Stockholders at the Effective Time and shall not be deposited with or retained by the Escrow Agent. The adoption Principal Stockholders shall be entitled to exercise any and all voting and other consensual rights pertaining to the Acquiror Common Stock held in the Escrow Fund (the "Escrow Shares") or any part thereof for any purpose not inconsistent with the terms of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundAgreement.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Stockholders’ Representative and Parent shall enter into an escrow agreement (the “Escrow Agreement”) with a nationally chartered bank or trust company with assets of not less than Five Billion Dollars ($5 Billion) selected by Parent (the “Escrow Agent”), substantially in the form of Exhibit D hereto. Pursuant to the terms of the Escrow Agreement, Parent shall deposit the Escrow Cash into an escrow account and into a separate escrow account the Expense Reserve, which account is to be managed by the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "“Escrow Agreement") under which Computershare Trust Account”). Any Escrow Cash in the Escrow Account are referred to herein as the “Escrow Fund.” The amount of cash that otherwise would be paid to each holder of Company of Canada or another Person mutually satisfactory Stock at Closing pursuant to Parent at Closing pursuant to Section 2.01(a)(i), and the amount of cash that otherwise would have been paid to each holder of a Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders Option pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) 2.04, shall be reduced by an amount such holder’s percentage interest in the Escrow Cash. Each such holder’s percentage interest in the Escrow Cash shall be equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(dthe quotient obtained by dividing (i) heretothe shares of Company Common Stock included with respect to such holder in the definition of “Fully Diluted Common Shares Amount” plus the True Source Stock by (ii) the difference between (A) the total number of shares included in the definition of “Fully Diluted Common Shares Amount” plus the True Source Stock and (B) the total number of Dissenting Shares. Upon Distributions of any Escrow Cash from the termination Escrow Account shall be governed by the terms and conditions of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Cash in escrow and the Escrow Fundappointment of the Stockholders’ Representative.

Escrow Fund. Concurrently herewithAt the Effective Time, Parentan aggregate amount of cash equal to (x) the Indemnity Escrow Amount, (y) the Tax Escrow Amount and (y) the Stockholder Representative Expense Amount shall be withheld from Initial Merger Consideration and shall be deposited by Parent with the Escrow Agent to be held in escrow by the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agent Agreement. The portion of the Indemnity Escrow Amount, the Tax Escrow Amount and the Stockholder Representative Expense Amount contributed on behalf of each Indemnifying Holder shall have executed equal the aggregate Per Share Escrow Contribution of such Indemnifying Holder and delivered an escrow agreement in form satisfactory shall be set forth on the Allocation Certificate. The Indemnity Escrow Amount and Tax Escrow Amount, together with any interest or other income earned thereon (but net of any distributions pursuant to both Parent and Company this Agreement or the Escrow Agreement) (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "“Escrow Fund") for ”), shall be held by the purposes of securing the payment of Escrow Agent to secure the indemnification obligations of the Company Stockholders Indemnifying Holders as provided in Article IX hereof. The Stockholder Representative Expense Amount, together with any interest or other income earned thereon (but net of any reimbursements paid to the Stockholder Representative pursuant to Article VI. Parent shall deposit into such this Agreement or the Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(dAgreement) shall be reduced held by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund Agent in a dedicated escrow account to be used by the Stockholder Representative for the payment of fees, costs and expenses incurred by the Stockholder Representative in the performance of its duties under this Agreement and the Escrow Agreement and shall be disbursed in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement terms hereof and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fundthereof.

Escrow Fund. Concurrently herewithAt the Closing, Parentin order to satisfy any obligations of the Seller arising under Article VII hereof, the Stockholder Representative and Purchaser shall, on behalf of the Escrow Agent shall have executed and delivered an Seller, deposit in escrow agreement in form satisfactory to both Parent and Company certificates representing [*] of the [*] (the "Escrow AgreementFund") under which Computershare Trust Company of Canada with U.S. Stock Transfer Corporation or another Person such other agent as shall be mutually satisfactory to Parent and agreeable among the Company shall act as escrow agent parties hereto (the "Escrow Agent") with respect pursuant to an escrow fund the Escrow Agreement to be entered into by and among Parent, the Purchaser, the Seller and the Escrow Agent substantially in the form attached hereto as Exhibit B (the "Escrow FundAgreement") ). The Escrow Agreement shall provide for the purposes of securing the payment distributions of the indemnification obligations Escrow * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fund first, to pay fees and expenses of the Company Stockholders Escrow Fund; second, if and to the extent that Indemnified Parties (as such term is defined in Section 7.2(c) hereof) are entitled (either on the basis of (i) an agreement among the parties hereto (in which case the Seller shall deliver joint written instructions to the Escrow Agent to deliver the amount agreed to be owed in respect of such claims in the manner specified in such instructions) or (ii) a Final Decree (as defined in the Escrow Agreement)) to indemnification pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable VII hereof; and third, with respect to any remaining amounts, to the Company Stockholders at the Closing but for this Section 2.3(d) Seller. Indemnified Parties shall be reduced by an amount equal entitled to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of make claims against the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid Fund. Any payment made from the Escrow Fund. The adoption of this Agreement and , except to Seller, shall be treated as an adjustment to the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundPurchase Price.

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Section 2.01. Escrow Agent shall have executed and delivered an establish a special escrow agreement in form satisfactory to both Parent and Company (fund designated as the "GECPF/BFA/Elexsys International Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund Fund" (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent ), shall deposit into keep such Escrow Fund promptly following the Closing the Aggregate separate and apart from all other funds and moneys held by it and shall administer such Escrow AmountFund as provided in this Agreement. Section 2.02. The Merger Consideration payable All moneys paid to Issuer by Lender pursuant to Section 1.03 of this Agreement shall be credited to the Company Stockholders at Escrow Fund. Escrow Agent shall use the Closing but for this Section 2.3(d) shall be reduced moneys in the Escrow Fund to pay Project Costs, upon receipt with respect thereto of a Payment Request Form attached hereto as Exhibit A, executed by Lender, Bank and Borrower, fully completed and with all supporting documents described therein attached thereto and the Letter of Credit. Upon receipt of a Payment Request Form with respect to any Project Costs, an amount equal to each Stockholder's Pro Rata Portion the Project Costs as set forth opposite each Stockholder's name shown therein shall be paid directly to the person or entity entitled to pay as specified therein. Section 2.03. On September 30, 1997, Escrow Agent shall pay: (a) to Lender in prepayment of the Loan, an amount equal to the entire remaining balance on Schedule 2.3(ddeposit in the Escrow Fund, less the sum of (i) hereto. Upon an amount equal to the termination Project Costs for which Escrow Agent has received a fully and properly completed Payment Request Form and which has not been paid, and (ii) the amount of any deposit by Borrower pursuant to Section 3.04 hereof remaining on deposit in the Escrow Fund; and (b) to Borrower the entire remaining balance on deposit in the Escrow Fund less the amount referred to in clause (a)(i) of this Section. The amount paid to Lender shall be applied first to interest accrued on the Loan and next to the Principal portion of the Loan Payments in the inverse order of maturity. Section 2.04. Upon written notice (a) from Lender or Borrower that an Event of Default has occurred under the Loan Agreement, (b) from Bank that an event of default as occurred under the Reimbursement Agreement, or (c) from Borrower that Borrower has determined not to complete the Project, Escrow Agent shall liquidate all investments held in the Escrow Fund and transfer the proceeds thereof and all other moneys held in the Escrow Fund to Lender to be applied first to interest accrued on the Loan and next to the Principal portion of the Loan Payments in the inverse order of maturity. Section 2.05. Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Escrow Fund, and the disbursement thereof in accordance with this Article, and shall not be responsible for the authenticity or accuracy of such certifications or documents, the application of amounts paid pursuant to such certifications by the persons or entities to which they are paid, or the sufficiency of the moneys credited to the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from Fund to make the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fundpayments herein required.

Escrow Fund. Concurrently herewith(a) Pursuant to Section 2.06 of the Purchase Agreement, Parent, Purchaser shall cause the Stockholder Representative and Escrow Amount to be deposited with the Escrow Agent in immediately available funds at the Closing and the Holdback Trustee shall have executed and delivered an escrow agreement in form satisfactory cause the Holdback Contribution Stock to both Parent and Company be contributed into the Escrow Fund upon their release from the Holdback pursuant to the Holdback Agreements (the Escrow Amount together with the Holdback Consideration Stock shall be referred to, collectively, herein as the "Escrow AgreementContribution"). The Escrow Agent may assume without inquiry that the Escrow Contribution pursuant to this Section 2(a) under which Computershare Trust Company has been correctly computed in accordance with the requirements of Canada or another Person mutually satisfactory to Parent the Purchase Agreement and the Company Holdback Agreements, as applicable, that no additional amount of cash or contribution of Purchaser stock is required to be so delivered into the Escrow Fund following the Closing Date, except pursuant to the Holdback Agreements, and that the Escrow Agent is not required under the Purchase Agreement and the Holdback Agreements to hold in the Escrow Fund any additional amounts other than the Escrow Contribution and the income earned thereon, if applicable, by investments made in accordance with Section 7. (b) The Escrow Agent agrees to accept delivery of the Escrow Contribution to be deposited in the Escrow Fund and to hold the same in escrow subject to the terms and conditions of this Agreement. The Escrow Agent will promptly acknowledge and notify receipt of the deposits contemplated by Section 2(a) in writing (including by way of electronic mail) to the Purchaser and the Holder Representative. (c) The Escrow Fund shall act as escrow agent (be held and distributed by the "Escrow Agent") Agent in accordance with the provisions of this Agreement. The Escrow Agent shall maintain and deliver to each of the Purchaser or Holder Representative upon request, a statement of holdings and transactions with respect to an escrow fund (the "Escrow Fund". (d) for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination No portion of the Escrow Fund or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law) or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of such Person prior to the distribution of such portion of the Escrow Fund, as applicable, by the Escrow Agent in accordance with the Escrow this Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewithAs security for the indemnities in Section 10.1, Parentas soon as practicable after the Closing Date, the Stockholder Representative Escrow Shares shall be registered in the name of the Former Platform Shareholders, and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare be deposited with, Chase Trust Company of Canada California (or another Person mutually satisfactory to Parent and such other institution selected by ESS with the Company shall act reasonable consent of Platform) as escrow agent (the "ESCROW AGENT"), such deposit to constitute the Escrow Agent") with respect to an escrow fund Fund (the "ESCROW FUND") and to be governed by the terms set forth in this Article X and in the Escrow Agreement. To the extent Escrow Shares are sold from the escrow, the proceeds of such sale of Escrow Shares ("ESCROW CASH") shall become part of the Escrow. To the extent Escrow Cash is invested in investments ("ESCROW INVESTMENTS"), such Escrow Investments (and upon any sale of such Escrow Investments, the Escrow Cash Proceeds thereof) shall become part of the Escrow Fund") for . Notwithstanding the purposes of securing the payment of foregoing, the indemnification obligations of the Company Stockholders Former Platform Shareholders pursuant to this Article VI. Parent X shall deposit into such be limited to the amount and assets deposited and present in the Escrow Fund promptly following and ESS shall not be entitled to pursue any claims for indemnification under this Article X against the Closing Former Platform Shareholders directly or personally and the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) sole recourse of ESS shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of make claims against the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and all arrangements related theretoAgreement; provided, including the depositing however, that no such limitations shall apply with respect to any claim based upon or relating to Platform's lack of ownership of the Aggregate Escrow Amount into Platform Proprietary Rights or Platform Products or any matter referenced in the Escrow FundNotification Letter (other than any lack of ownership constituting any infringement by any Platform Proprietary Right on the patent, trademark, tradename or service mark ▇▇ any third party which will not be subject to this proviso).

Escrow Fund. Concurrently herewith, ParentOn the Closing Date, the Stockholder Representative and Parent or the Merger Sub shall deposit with the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such The Escrow Fund promptly following the Closing the shall represent contingent Aggregate Escrow Amount. The Merger Transaction Consideration payable to the Company Stockholders at Members hereunder to the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of extent the Escrow Fund has not been reduced by operation of this Agreement or in accordance with the Escrow Agreement. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held until the second anniversary of the Closing Date (except as specifically provided in Section 1.8(a)(ii), each Company Stockholder below) as a trust fund and shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable not be subject to such Company Stockholder less a pro rata amount any lien, attachment trustee process or any other judicial process of any indemnification obligationscreditor of any party, if any, pursuant to Article VI, paid from and shall be held and disbursed solely for the Escrow Fund. The adoption of this Agreement purposes and in accordance with the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and as otherwise set forth herein; provided, however, notwithstanding anything to the contrary contained in this Agreement or the Escrow Agreement (i) one-third of all arrangements related thereto, including shares of Parent Stock then in the depositing Escrow Fund shall be released therefrom on the first anniversary of the Aggregate Escrow Amount into Closing Date and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) of Escrowed Parent Stock, valued using the Escrow FundStock Valuation, shall be released on the earlier of (A) the fifth anniversary of the Closing Date; or (B) upon joint agreement of Parent and the Member Representatives confirming the termination or other final resolution of the “Coding Activities” matter with respect to the Company (as referenced in the Disclosure Schedule) has occurred.

Escrow Fund. Concurrently herewith(a) Pursuant to Section 2.07(a) of the Purchase Agreement, Parentat the Closing, Parent or Purchaser, as applicable, shall deposit the Stockholder Representative Cash Escrow Amount and the Parent shall deposit the Equity Escrow Amount with the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company immediately available funds (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Cash Escrow Fund"Amount). The Escrow Agent may assume without inquiry that all amounts and equity deposited by Purchaser or Parent, as applicable, pursuant to this Section 2(a) for have been correctly computed in accordance with the purposes of securing the payment requirements of the indemnification obligations Purchase Agreement, that no additional amount of cash or equity is required to be so delivered to the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing Date and that the Aggregate Escrow Amount. Agent is not required under the Purchase Agreement to hold in the Escrow Fund any additional amounts or equity other than the Escrow Fund and the income earned on the cash component thereof by investments made in accordance with Section 7. (b) The Merger Consideration payable Escrow Agent agrees to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination accept delivery of the Escrow Fund in accordance with and to hold the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from Fund subject to the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption terms and conditions of this Agreement and the approval Purchase Agreement. The Escrow Agent will promptly acknowledge receipt of the transactions deposits contemplated hereby, by Section 2(a) in writing (including by way of electronic mail) to the Merger, Purchaser and the Holders’ Representative. (c) The Escrow Fund shall be held and distributed by the stockholders Escrow Agent in accordance with the provisions of Company this Agreement and the Purchase Agreement. The Escrow Agent shall constitute approval maintain and deliver to each of the Escrow Agreement Purchaser or Holders’ Representative upon request, a statement of holdings and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into transactions with respect to the Escrow Fund. (d) No portion of the Escrow Fund or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law) or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of such Person prior to the distribution of such portion of the Escrow Fund, as applicable, by the Escrow Agent in accordance with this Agreement and the Purchase Agreement.

Escrow Fund. Concurrently herewithWhen making payments of cash to the Company Shareholders in exchange for their shares of Company Common Stock pursuant to Sections 2.01 and 2.02, Parent, the Stockholder Representative and the Escrow Agent Parent shall have executed and delivered withhold an escrow agreement aggregate of Five Million Dollars ($5,000,000) in form satisfactory to both Parent and Company cash (the "“Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory Cash”), and at the Closing Parent shall deliver such Escrow Cash to Parent and the Company shall act SunTrust Bank as escrow agent (the "“Escrow Agent"”). The Escrow Cash shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit 2.03(a) (the “Escrow Agreement”) to be executed at Closing. Parent shall withhold the Escrow Cash by reducing the amount of cash otherwise payable to each Company Shareholder pursuant to Sections 2.01 and 2.02 by an amount equal to such Company Shareholder’s Pro Rata Portion of the Escrow Cash. The Escrow Cash shall be delivered to the Company Shareholders only in accordance with respect to the terms of the Escrow Agreement and this Merger Agreement. The Escrow Cash together with any interest earned on the Escrow Cash shall be held as an escrow fund (the "“Escrow Fund"”) for by the purposes of securing Escrow Agent pursuant to the payment terms of the indemnification obligations Escrow Agreement to provide a source of payment, pursuant to the terms of this Merger Agreement and the Escrow Agreement, of amounts, if any, owing to the Parent Indemnified Persons under Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (if any). In the event that the Merger and this Merger Agreement are approved by the requisite vote of the Company Stockholders Shareholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing VSCA, then all Company Shareholders shall, without any further act of any Company Shareholder, be deemed to have consented to and approved (i) the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination establishment of the Escrow Fund to be used as provided in accordance with this Merger Agreement and the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable Agreement to such Company Stockholder less provide a pro rata amount source of any indemnification obligations, if anypayment, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and all arrangements related theretothis Merger Agreement, including for amounts, if any, owing to Parent Indemnified Persons under Section 9.02 and the depositing reimbursement to Parent of amounts owed Parent under Section 5.11 (if any), and (ii) the appointment of the Aggregate Escrow Amount into Shareholders’ Representative as the representative under the Escrow FundAgreement of the Company Shareholders and as the attorney-in-fact and agent for and on behalf of each such Company Shareholder.

Escrow Fund. Concurrently herewithNotwithstanding the provisions of Article I, Parentupon the Closing of the Merger, the Buyer shall issue to each Company Stockholder Representative and 92.5% of the Buyer Common Stock otherwise issuable to such stockholder pursuant to Article I (rounded upward to the nearest whole share). The remaining 7.5% of the Buyer Common Stock issuable to a Company Stockholder in connection with the Merger shall be referred to as "Escrow Shares," collectively, the Escrow Agent Shares shall have executed and delivered an escrow agreement in form satisfactory be referred to both Parent and Company (as the "Escrow Agreement"Fund." The obligation of the Buyer to issue the Escrow Shares otherwise issuable upon the Merger or any such exercise shall be subject to reduction to satisfy the Company's obligations under this Article VII. Damages that: (i) under which Computershare Trust Company are accepted as valid by the Stockholders' Agents; or (ii) are determined to be valid by arbitration as described in this Article VII, shall reduce the number of Canada or another Person mutually satisfactory Escrow Shares issuable to Parent and the Company Stockholders by the number of Escrow Shares (rounded to the closest whole number) equal to such Damages divided by the Escrow Share Market Value. As soon as practicable after the Effective Date, the Escrow Shares shall act be registered in the name of, and be deposited with, State Street Bank (or other institution selected by the Buyer with the reasonable consent of the Company) as escrow agent (the "Escrow Agent") with respect ), such deposit to an escrow fund (constitute the "Escrow Fund") for Fund and to be governed by the purposes of securing terms set forth herein and in the payment of Escrow Agreement attached hereto as Exhibit D. The Escrow Shares shall be beneficially owned by the Company Stockholders and the Escrow Fund shall be the sole and exclusive remedy to compensate the Buyer pursuant to the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundSection 7.1(a).

Escrow Fund. Concurrently herewith, (i) Pursuant to an escrow agreement entered into on the Closing Date by and among Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act SunTrust Bank, as escrow agent (in such capacity, the "Post- Closing Escrow Agent") in substantially the form attached hereto as Exhibit E (as amended, restated or otherwise modified from time to time, the "Post- Closing Escrow Agreement"), Parent and the Stockholder Representative will appoint the Post-Closing Escrow Agent to hold and disburse the Post-Closing Escrow Fund as provided below. At the Closing, Parent shall deposit with the Post-Closing Escrow Agent (on behalf of the Junior Stockholders) an amount in cash equal to the Holdback Consideration (together with all interest or other earnings thereon, the "Post-Closing Escrow Fund"), by wire transfer of immediately available funds. The Post-Closing Escrow Fund shall be held by the Post-Closing Escrow Agent in a segregated account to serve as the sole source of payment of any adjustment to the Estimated Merger Consideration required by Section 2.4(e)(i), any indemnification obligation of the Junior Stockholders set forth in Article IX of this Agreement (except as otherwise specifically provided in Article IX), and any payment required to be made to Parent pursuant to Section 7.12(a) for Taxes attributable to any Pre-Closing Period. (ii) Subject to the terms and conditions of the Post-Closing Escrow Agreement, the Post-Closing Escrow Fund shall be disbursed by the Post-Closing Escrow Agent as follows: (A) from time to time prior to the Release Date, the Escrow Fund shall be disbursed by the Post-Closing Escrow Agent to the Parent to the extent required to pay an adjustment to the Estimated Merger Consideration under Section 2.4(e)(i) or an indemnification obligation of the Junior Stockholders under Article IX or to satisfy certain obligations for Taxes attributable to Pre-Closing Periods pursuant to Section 7.12(a); provided that such disbursement shall be made by Post-Closing Escrow Agent only upon receipt of (x) joint written instructions executed by Parent and the Stockholder Representative, (y) in the case of a disbursement requested with respect to an escrow fund indemnification claim under Article IX, a Final Award certified as such by Parent (a copy of which shall be contemporaneously delivered to the "Stockholder Representative), in each case directing the Post-Closing Escrow Fund"Agent to make such disbursement or (z) for in the purposes case of securing a disbursement requested with respect to an adjustment to the payment Estimated Merger Consideration under Section 2.4(e)(i), a copy of the indemnification obligations Independent Accountants' written final determination of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following Unresolved Items in favor of Parent; (B) on the Closing Release Date, the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination entire balance of the Escrow Fund in accordance with (less any amount thereof subject to unresolved indemnification claims hereunder (each such amount, a "Pending Claim Amount") shall be disbursed by the Post-Closing Escrow AgreementAgent to the Stockholder Representative (on behalf of the Junior Stockholders); and (C) after the Release Date, each Company Pending Claim Amount shall be paid by the Post-Closing Escrow Agent to Parent or the Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from Representative (on behalf of the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount Junior Stockholders), as the case may be, upon receipt by the Post-Closing Escrow Agent of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement (x) joint written instructions executed by Parent and the approval of the transactions contemplated hereby, including the Merger, Stockholder Representative or (y) a Final Award certified as such by the stockholders Parent or the Stockholder Representative (a copy of Company which shall constitute approval be contemporaneously delivered to the non-certifying party), in each case directing the Post-Closing Escrow Agent to make such disbursement. As used herein, the date as of which all amounts in the Post-Closing Escrow Agreement and all arrangements related thereto, including Fund have been paid out by the depositing of Post-Closing Escrow Agent is referred to as the Aggregate "Escrow Amount into the Escrow FundTermination Date".

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement substantially in the form satisfactory to both Parent and Company of Exhibit G hereto (the "“Escrow Agreement"”) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and with the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable Pursuant to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Fund in accordance with the Escrow Agreement, Parent shall deposit one or more certificates in the name of the Escrow Agent representing the Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the “Escrow Account”). Any Escrow Shares, together with any property or other interests payable or distributable in respect thereof, in the Escrow Account are referred to herein as the “Escrow Fund”. In connection with such deposit of the Escrow Shares with the Escrow Agent and as of the Effective Time, each holder of Company Stockholder shall receive Capital Stock will be deemed to have received and deposited with the Escrow Agent each such Stockholder's ’s Pro Rata Portion previously withheld from of the Merger Consideration otherwise payable Escrow Fund, without any act of the Stockholders. The Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such Company Stockholder less a pro rata amount parties for any Losses for which they are entitled to recovery under Article IX hereof. Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Shares from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the Escrow Fundappointment of the Stockholders’ Representative.