Common use of Escrow Fund Clause in Contracts

Escrow Fund. At the Closing the Shareholders receiving NEON Common Stock will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholder. As soon as practicable after the Closing, the Escrow Shares, without any act required on the part of any Shareholder, will be deposited with an escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEON's cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON and its affiliates 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 NEON, its officers, directors, or affiliates as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6.

Escrow Fund. At As security for the Closing indemnity provided for in Section 7.2 hereof and by virtue of this Agreement, the Company Shareholders receiving NEON Common Stock will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Company Shareholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Company Shareholder, will be deposited with an escrow agent U.S. Bank Trust (or other institution acceptable to NEON Parent and the Shareholder Representative (as defined in Section 7.2(h)(i) belowCompany Shareholders) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein herein. The Escrow Agent may execute this Agreement following the date hereof and at NEON's cost prior to the Effective Time, and expensesuch later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Fund Amount contributed on behalf of each Company Shareholder shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available Company Shareholders jointly agree to compensate NEON indemnify and hold Parent and its officers, directors and affiliates for any (the "Indemnified Parties") harmless against all 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 NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule)this Agreement, or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained hereinin this Agreement; provided that NEON provided, however, that, except as set forth in Section 7.4, the aggregate amount for which the Company Shareholders are required to indemnify the Indemnified Parties shall not receive exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and its affiliates for any shares such Losses. The Company Shareholders shall not have any right of contribution from the Escrow Fund Company with respect to any individual Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of the Company and the Principal Shareholder for any breach of any representation, warranty or covenant if the Merger does not exceeding $5,000 and shall close for reasons other than Parent's breach of its obligations hereunder. Parent may not receive any shares from the Escrow Fund unless such and until an Officer's Certificate (as defined in paragraph (d) below) identify Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from have been delivered to the Escrow Fund for such first $500,000 Agent as provided in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6paragraph (d) below.

Escrow Fund. At As security for the Closing indemnity provided for in this Article 8 and by virtue of this Agreement, the Shareholders receiving NEON Common Stock Parent will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, Amount without any act required on the part of any ShareholderStockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderStockholder, will be deposited with an escrow agent the Escrow Agent (or other institution acceptable to NEON Parent and the Shareholder Stockholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent"this Article 8)), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein herein. The Escrow Agent may execute this Agreement following the date hereof, and at NEON's cost and expensesuch later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder Stockholder shall be as set forth in Schedule 1.1proportion to the Merger Consideration contributed at the Closing to which such holder would otherwise be entitled under Section 2.02. The Escrow Fund Stockholders shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON indemnify and hold Parent and its officers, directors and affiliates for any (the "Indemnified Parties") harmless against all 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 NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein this Agreement, (as modified by the Company Disclosure Schedule), or ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided in this Agreement, (iii) the Company's commitments and liabilities in accordance with Generally Accepted Accounting Principles ("GAAP") at the date hereof being in excess of the amount set forth in Schedule A (such excess commitments and liabilities can be offset by a corresponding asset recordable under GAAP, (iv) any action, suit or proceeding which is pending or threatened against the Company as of the Effective Time, (v) any liabilities of the Company for Taxes attributable to a Pre- Closing Tax Period ending prior to the Closing Date which are not reserved for on Schedule A, (vi) any payments in respect of Dissenting Shares that NEON are recoverable pursuant to Section 2.04(c) (which shall include Parent's reasonable legal and other fees incurred in connection with any appraisal proceeding), or (vii) any License Fee Make Whole which arises after the Closing Date. No Stockholder shall have any right to contribution from the Company for any claim made by Parent after the Effective Time. Notwithstanding anything in the preceding language to the contrary, and subject to the procedures set forth in paragraphs (e) and (f) of this Section 8.02, Parent may not receive any shares from of the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares Amount from the Escrow Fund unless such Losses exceed $500,000 and until Officer's Certificates (as defined in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such paragraph (e) below) identifying Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply exceed $100,000 (the "Basket Amount"), have been delivered to the obligations of Escrow Agent as provided in paragraph (e) below in which case Parent shall be entitled to recover all Losses including the Shareholders Basket Amount; provided, however, that any Loss pursuant to pay Sections 2.04(c) hereof shall be recoverable from the income taxes described first dollar and not subject to the Basket Amount nor shall it be included in Section 5.6calculating whether the Basket Amount has otherwise been exceeded.

Escrow Fund. At As of the Closing Effective Time, the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) 200,000 shares of the Escrow Shares Parent Common Stock (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time)(the "Escrow Amount") pursuant to without any act of any stockholder. Within ten (10) days after the Closing Date, the Escrow Agreement attached hereto as Exhibit B heretoAmount, without any act required on the part of any Shareholder. As soon as practicable after the Closing, the Escrow Shares, without any act required on the part of any Shareholderstockholder, will be deposited with an institution acceptable to Parent and the Securityholder Agent as escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1. The Escrow Fund shall proportion to the aggregate Parent Common Stock which such holder would otherwise be comprised entirely of the Escrow Sharesentitled to receive under Section 1.7. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles Article II and III herein (as modified by the Company Disclosure ScheduleSchedules), or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided , (iii) any Taxes owing by the Company, whether before or after the Closing, as a result of the activities of the Company prior to the Closing, or (iv) any claim by any holder of Company Capital Stock or by any holder of any Assumed Option or the holder of the GMC Warrant that NEON it did not receive the portion of the Merger Consideration to which it was entitled, (such excluded liabilities and obligations, the "Assumed Liabilities"). Notwithstanding the foregoing (i) the Parent shall not receive assert a claim for a Loss hereunder of less than Ten Thousand Dollars ($10,000), individually, and until the aggregate of such claims exceeds One Hundred Thousand Dollars ($100,000). Nothing herein shall limit the liability of the Company for any shares such breach of any representation, warranty or covenant if the Merger does not close. As soon as practicable after all claims specified in any officer's Certificate delivered to the Escrow Agent prior to termination of the Escrow Period have been resolved and after the termination of the Escrow Period, the Escrow Agent shall deliver to the stockholders of the Company the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(a) shall be made based on their interest in such Escrow Amounts as of the date of distribution from the Escrow Fund as certified by the Securityholder Agent in an Agent Certificate delivered to Parent and the Escrow Agent no later than fifteen (15) days prior to the date of the distribution from the Escrow Fund. The Escrow Agent shall not be obligated to deliver any Escrow Amounts to the stockholders of the Company pursuant to this Section 7.2(a) unless and until the Securityholder Agent shall have delivered an Agent Certificate to Parent and the Escrow Agent with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the such Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Amounts as required by this Section 5.67.2(a).

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company Stockholders ----------- will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any ShareholderCompany Stockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderCompany Stockholder, will be deposited with an escrow agent U.S. Bank Trust, National Association (or other institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below) )), as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 incurred, sustained or paid by NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule)Schedules) contained in this Agreement or any certificate, instrument or other document delivered pursuant to the terms of this Agreement, or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided , (ii) the payment by Parent or the Surviving Corporation of any amount on the account of Dissenting Shares which such payment or payments exceed the aggregate consideration that NEON otherwise would have been payable in respect of such shares, (iii) the amount of any Third Party Obligations that the Company fails to satisfy pursuant to Section 5.6 above prior to the Effective Time and/or the amount of any cash in excess of the amounts set forth in Section 5.6 expended for such purpose, (iv) the payment of any Legal Expenses, or (v) the amount that the Final Cash Balance (as defined in Section 7.3 below) is less than the lesser of (A) the applicable Minimum Cash Balance required in Section 5.27 and (B) the Cash Amount reflected on the Estimated Closing Date Balance Sheet. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall close. Parent may not receive any shares from the Escrow Fund unless such and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Priceamount in excess of $2,000,000 (the "Threshold Amount") have been delivered to the Securityholder Agent (as defined in paragraph (g) below), in which event Parent shall be entitled to recover only amounts in excess of the Threshold Amount; provided that notwithstanding the foregoing, Parent shall be entitled to indemnification on a first dollar basis, without regard to whether the Threshold Amount has been exceeded, with respect to (i) the payment by Parent or the Surviving Corporation of any amount on account of Dissenting Shares, (ii) the amount of any Third Party Obligations that the Company fails to satisfy pursuant to Section 5.6 above and/or the amount of any cash in excess of the amounts set forth in Section 5.6 expended for such purpose, (iii) the payment of any Legal Expenses, and (iv) the amount that the Final Cash Balance (as defined in Section 7.3 below) is less -52- than the lesser of (A) the applicable Minimum Cash Balance required in Section 5.27 and (B) the Cash Amount reflected on the Estimated Closing Date Balance Sheet. The foregoing limitations Company Stockholders shall not apply have any right of contribution from the Company or Parent with respect to any Loss pursuant to this Article VII. For purposes of this Article VII, references to the obligations terms "material," "materially," "in all material respects" and "Material Adverse Effect" shall be disregarded for purposes of determining whether there was a breach or inaccuracy in any representation or warranty of the Shareholders Company in Article II, as modified by the Company Schedules attached hereto, or any certificate, instrument or other document delivered pursuant to pay the income taxes described in Section 5.6terms of this Agreement.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company Stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any ShareholderCompany Stockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderCompany Stockholder, will be deposited with an escrow agent U.S. Bank Trust, National Association (or other institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below) )), as Escrow Agent (the "“Escrow Agent"”), such deposit to constitute an escrow fund (the "“Escrow Fund"”) to be governed by the terms set forth herein and at NEON's Parent’s cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 incurred, sustained or paid by NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule)Schedules) contained in this Agreement or any certificate, instrument or other document delivered pursuant to the terms of this Agreement, or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided , (ii) the payment by Parent or the Surviving Corporation of any amount on the account of Dissenting Shares which such payment or payments exceed the aggregate consideration that NEON otherwise would have been payable in respect of such shares, (iii) the amount of any Third Party Obligations that the Company fails to satisfy pursuant to Section 5.6 above prior to the Effective Time and/or the amount of any cash in excess of the amounts set forth in Section 5.6 expended for such purpose, (iv) the payment of any Legal Expenses, or (v) the amount that the Final Cash Balance (as defined in Section 7.3 below) is less than the lesser of (A) the applicable Minimum Cash Balance required in Section 5.27 and (B) the Cash Amount reflected on the Estimated Closing Date Balance Sheet. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall close. Parent may not receive any shares from the Escrow Fund unless such and until Officer’s Certificates (as defined in paragraph (d) below) identifying Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Priceamount in excess of $2,000,000 (the “Threshold Amount”) have been delivered to the Securityholder Agent (as defined in paragraph (g) below), in which event Parent shall be entitled to recover only amounts in excess of the Threshold Amount; provided that notwithstanding the foregoing, Parent shall be entitled to indemnification on a first dollar basis, without regard to whether the Threshold Amount has been exceeded, with respect to (i) the payment by Parent or the Surviving Corporation of any amount on account of Dissenting Shares, (ii) the amount of any Third Party Obligations that the Company fails to satisfy pursuant to Section 5.6 above and/or the amount of any cash in excess of the amounts set forth in Section 5.6 expended for such purpose, (iii) the payment of any Legal Expenses, and (iv) the amount that the Final Cash Balance (as defined in Section 7.3 below) is less -52- than the lesser of (A) the applicable Minimum Cash Balance required in Section 5.27 and (B) the Cash Amount reflected on the Estimated Closing Date Balance Sheet. The foregoing limitations Company Stockholders shall not apply have any right of contribution from the Company or Parent with respect to any Loss pursuant to this Article VII. For purposes of this Article VII, references to the obligations terms “material,” “materially,” “in all material respects” and “Material Adverse Effect” shall be disregarded for purposes of determining whether there was a breach or inaccuracy in any representation or warranty of the Shareholders Company in Article II, as modified by the Company Schedules attached hereto, or any certificate, instrument or other document delivered pursuant to pay the income taxes described in Section 5.6terms of this Agreement.

Escrow Fund. At As soon as reasonably practicable after the Closing and the Shareholders receiving NEON Common Stock will be deemed to have received date of issuance of the First Milestone Shares and consented to the deposit with the Escrow Agent (Second Milestone Shares, as defined below) of applicable, the Escrow Shares (plus any additional shares as may shall be issued upon any stock splitregistered in the name of, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholder. As soon as practicable after the Closing, the Escrow Shares, without any act required on the part of any Shareholder, will and be deposited with, State Street Bank and Trust Company of California, N.A., (or another institution selected by Purchaser with an the reasonable consent of the Company and the Sellers' Representative) as escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent"), such deposit (together with interest and other income thereon) to constitute an escrow fund (the "Escrow Fund") " and to be governed by the terms set forth herein and at NEON's cost in the Escrow Agreement attached hereto as Exhibit E. As security for the indemnity provided for in Section 8.2 hereof and expense. The portion by virtue of this Agreement, the Sellers will be deemed to have received and deposited with the Escrow Agent the Escrow Fund contributed on behalf without any act of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Sharesany Seller. The Escrow Fund shall be available to compensate NEON and its affiliates 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 NEON, its officers, directors, or affiliates as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule)Indemnified Parties, or any failure of them, for any claims by such Indemnified Parties for any Losses suffered or incurred by them; provided, however, that if the Escrow Period (as defined below) has terminated, and a claim for Losses is made with respect to (i) fraud, (ii) knowing, intentional or willful breaches by the Company or the Shareholders Sellers of their respective representations, warranties or covenants, or (iii) breaches by the Company or the Sellers of their respective representations and warranties in Sections 2.2, 2.9, 2.12 and 3.2 hereof, the claim shall be made directly against the Sellers severally and not jointly pro rata in proportion to perform their interest in the Escrow Fund. In no event shall any Seller be personally liable to Purchaser for any amounts in excess of the value of the Purchaser Shares received by such Seller, which shares shall be valued at the Purchaser Stock Price, as adjusted for Net Taxes (as defined below) and brokerage fees actually paid by such Seller, except that personal liability for breaches of the representations and warranties set forth in Section 2.12 shall be limited to fifty percent (50%) of the value of the Purchaser Shares received by such Seller, which shares shall be valued at the Purchaser Stock Price, as adjusted for Net Taxes and brokerage fees actually paid by such Seller. "Net Taxes" shall consist of the taxes actually paid by such Seller in connection with the receipt of the Purchaser Shares hereunder, as adjusted for any tax benefits which are reasonably probable of being realized by such Seller as a result of such personal liability. Notwithstanding anything set forth herein to the contrary, the Founders' Escrow Shares shall be used solely to compensate the Indemnified Parties, or comply with any of them, for any claims by such Indemnified Parties for any Blenda Losses suffered or incurred by them, and not for any xxxxx Losses, and be deemed not to constitute a part of the Escrow Fund for any other purpose. Nothing herein shall limit the liability of the Company for any breach or inaccuracy of any representation, warranty or covenant contained herein; provided that NEON shall in this Agreement if the Share Purchase does not close. Purchaser may not receive any shares from compensation for any Loss unless and until one or more Officer's Certificates (as defined below) identifying Losses in excess of $750,000 in the aggregate (the "Basket Amount") has or have been delivered to the Escrow Agent as provided in Section 8.3(d) hereof, in which case Purchaser shall be entitled to recover all Losses so identified. Notwithstanding the foregoing, Purchaser shall be entitled to receive payments out of the Escrow Fund for, and the Basket Amount shall not apply as a threshold to any and all claims or payments made with respect to breaches of the representations and warranties of the Company and the Sellers contained in Sections 2.2, 2.21 and 3.2 or with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Blenda Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company Stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, Amount without any act required on the part party of any ShareholderCompany Stockholder. As soon as practicable after the ClosingEffective Time, Parent will deposit the Escrow Shares, without any act required on the part of any Shareholder, will be deposited Amount with an escrow agent acceptable to NEON Parent and the Shareholder Stockholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder the Company Stockholders shall be as set forth in Schedule 1.1proportion to the aggregate Merger Consideration to which each such Company Stockholder would otherwise be entitled to receive pursuant to Section 1.6. The Escrow Amount shall be allocated in proportion to the number of Merger Shares and amount of Merger Cash payable at the Effective Time to each of the Company Stockholders. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be is available to compensate NEON Parent and its affiliates officers, directors and affiliates, including the Surviving Corporation (each, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense defenses (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred paid, incurred, accrued or sustained by NEON, its officers, directorsthe Indemnified Parties, or affiliates any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles Article II and III herein as of the date of this Agreement or as of the Closing Date, as though then made (except to the extent that such representation or warranty speaks as modified by the Company Disclosure Scheduleof an earlier date), or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided in this Agreement, (iii) any Dissenting Share Payments, (iv) any claim made by any person that NEON shall not such person is or was entitled (by contract or otherwise) to receive any shares from amount or property in such person's capacity (or asserted capacity) as a beneficiary of any rights in excess of the Escrow Fund with respect to consideration set forth in this Agreement by virtue of or as a result of the Merger, other than any individual Loss not exceeding $5,000 claim described in clause (iii) above and shall not receive any shares from (v) the Escrow Fund unless such Losses exceed $500,000 in the aggregateitems listed on Schedule 7.2(a). Parent, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON Merger Sub and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger Consideration. Nothing herein shall limit the liability of Parent, Merger Sub or the Company for any breach of any representation, warranty or covenant if the Merger does not close. For the purpose of this Article VII only, when determining the amount of any Loss resulting from such inaccuracy or breach, any such representation or warranty of the Company that is qualified in scope as to materiality (including Company Material Adverse Effect) shall be deemed to be made or given without such qualification. There shall be no right of contribution from any Indemnified Party with respect to any Loss. The foregoing limitations Escrow Agent may execute the Escrow Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not apply to affect the obligations binding nature of this Agreement as of the Shareholders to pay date hereof between the income taxes described in Section 5.6other signatories hereto.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received from Merger Sub and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow Shares, without any act required on the part of any ShareholderCompany stockholder, will be deposited with an escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) First Union National Bank as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEON's cost and expensein the Escrow Agreement. The portion number of the Escrow Fund contributed Shares deposited on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a) and (b) and shall be in the respective share amounts and percentages listed opposite each Company stockholder's name listed in a schedule in form and substance reasonably acceptable to Parent to be executed by the Company and delivered to Parent at Closing (the "ESCROW SCHEDULE"). The No shares of Parent Common Stock deposited in the Escrow Fund shall be comprised entirely unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Escrow SharesCompany or the Surviving Corporation. The Escrow Fund shall be available to compensate NEON reimburse Parent and its affiliates Affiliates (including the Surviving Corporation) 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 "LossLOSS" and collectively "LossesLOSSES") incurred by NEONParent, its officers, directors, agents or affiliates Affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy in, or breach of of, a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified or in any certificate, instrument, schedule or document attached to this Agreement and delivered by the Company Disclosure Schedule), in connection with the Merger) or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON claims arising out of an inaccuracy in, or breach of, any representations and warranties or any covenant of the Company contained in this Agreement and in any certificate, instrument, schedule or document delivered by the Company at the Closing in connection with this Agreement or the Merger must be asserted on or before 5:00 p.m. (California Time) on the Expiration Date. Parent shall not receive provide notice to the Securityholder Agent (as defined below) within 30 days of Parent becoming aware of any shares from claims for Losses if such claims are reasonably identifiable and determinable; PROVIDED, HOWEVER, that no delay or failure on the part of Parent in notifying the Securityholder Agent shall relieve the Securityholder Agent or the stockholders of the Company on whose behalf the Escrow Fund with respect Amount was contributed from any obligation unless they are materially prejudiced thereby (and then only to any individual Loss not exceeding $5,000 and shall the extent of such prejudice). Except as otherwise provided herein, Parent may not receive any shares from the Escrow Fund unless such Losses and until Officer's Certificates (as defined in the Escrow Agreement) identifying Losses, the aggregate amount of which exceed $500,000 500,000, have been delivered to the Escrow Agent as provided in the aggregateEscrow Agreement and such amount is determined pursuant to the Escrow Agreement to be payable; in such case, at which time NEON shall receive Parent may recover shares from the Escrow Fund for such first equal in value to all indemnified Losses (including any Losses within the $500,000 threshold) for which there is no objection or any objection had been resolved in Losses and accordance with the provisions of the Escrow Agreement; PROVIDED, HOWEVER, that to the extent the aggregate premiums for the Company's Directors' and Officers' Liability insurance policy exceed $40,000, such excess shall be deemed a Loss for purposes of such excess. NEON this Section 8.2(a) and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6Escrow Agreement.

Escrow Fund. At the Closing the Shareholders receiving NEON Common Stock will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholder. As soon as practicable after the ClosingEffective Time, shares of ISSI Common Stock which comprise the Escrow SharesAmount, without any act required on the part of any ShareholderNexcom shareholder, will be deposited with an escrow agent selected by ISSI (which shall be reasonably acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) belowNexcom) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEON's a cost and expenseexpense to be borne by ISSI. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder holder of Nexcom Common Stock shall be as set forth in Schedule 1.1proportion to the aggregate Merger Consideration which such holder would otherwise be entitled under Section 3.1. The Escrow Agent shall not be responsible for confirming that the shares contributed to the Escrow Fund comprise the Escrow Amount or that the portion contributed on behalf of each holder of Nexcom Common Stock is in the proper proportion, which determination shall be comprised entirely of the Escrow Sharesmade by ISSI. The Escrow Fund shall be available to compensate NEON ISSI and its affiliates Affiliates for any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, liabilitiesexpenses, damagesand fees, deficiencies, including court costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by NEON, its officers, directors, or affiliates as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or any failure by the Company or the Shareholders to perform or comply connection with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregateaction, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and suit or proceeding to the extent of the amount of such excess. NEON actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses or fees (collectively "LOSSES") that ISSI or any of its Affiliates has incurred by reason of the breach by Nexcom or the Majority Shareholders of any representation, warranty, covenant or agreement of Nexcom or either of the Majority Shareholders contained herein, or by reason of any misrepresentation by Nexcom or either of the Majority Shareholders made herein; ISSI, Nexcom and the Company Majority Shareholders each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger Consideration. The foregoing limitations shall not apply Resort to the obligations Escrow Fund shall be the exclusive contractual remedy of ISSI and its Affiliates against Nexcom or any of its directors, officers, representatives, agents or shareholders or either of the Majority Shareholders to pay for any such breaches and misrepresentations if the income taxes described in Section 5.6.Merger does close; provided, however, that nothing herein shall limit any remedy for fraud. In addition, notwithstanding

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company Stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, Amount without any act required on the part party of any ShareholderCompany Stockholder. As soon as practicable after the ClosingEffective Time, Parent will deposit the Escrow Shares, without any act required on Amount with the part of any Shareholder, will be deposited with an escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder Company Stockholder entitled to receive Merger Shares or Merger Cash shall be as set forth in Schedule 1.1determined with reference to the Pro Rata Portion of each such Company Stockholder. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be is available to compensate NEON Parent and its affiliates officers, directors and affiliates, including the Surviving Corporation (each, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense defenses (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred paid, incurred, accrued or sustained by NEON, its officers, directorsthe Indemnified Parties, or affiliates any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles Article II and III herein as of the date of this Agreement or as of the Closing Date, as though then made (except to the extent that such representation or warranty speaks as modified by the Company Disclosure Scheduleof an earlier date), or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided in this Agreement or (iii) any claim made by any person that NEON shall not such person is or was entitled (by contract or otherwise) to receive any shares amount or property in such person's capacity (or asserted capacity) as a holder of equity interests in the Company or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in this Agreement by virtue of or as a result of the Merger; provided, however, that there shall be no liability under this Section 7.2 unless the aggregate of all Losses exceeds One Hundred Thousand Dollars ($100,000) (the "AGGREGATE THRESHOLD"); provided, further, however, that in the event the entire amount of any Losses accrued exceeds the Aggregate Threshold, such entire amount may be recovered from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregateFund. Parent, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON Merger Sub and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger Consideration Value. The foregoing limitations Nothing herein shall not apply to limit the obligations liability of the Shareholders to pay Company for any breach of any representation, warranty or covenant if the income taxes described in Section 5.6Merger does not close.

Escrow Fund. At As security for the Closing indemnity provided for in this Article VII and by virtue of this Agreement, the Shareholders receiving NEON Common Stock Stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the Closing) pursuant Effective Time with respect to the Escrow Agreement attached hereto as Exhibit B hereto, Amount) without any act required on the part of any ShareholderStockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderStockholder, will be deposited with an escrow agent U.S. Bank Trust, N.A. (or other institution acceptable to NEON Parent and the Shareholder Stockholder Representative (as defined in Section 7.2(h)(i) belowSECTION 7.4) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEON's cost and expenseherein. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder Stockholder shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under SECTION 1.6. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available Stockholders jointly agree to compensate NEON indemnify and hold Parent and its officers, directors and affiliates for any (the "INDEMNIFIED PARTIES") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense investigation, (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred by NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule)this Agreement, or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained hereinin this Agreement; provided that NEON PROVIDED, HOWEVER, that, except as set forth in SECTION 7.6, the aggregate amount for which the Stockholders are required to indemnify the Indemnified Parties shall not receive any shares from exceed the amount deposited in the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall Fund. Parent may not receive any shares from the Escrow Fund unless such and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply exceeding $500,000 (the "BASKET AMOUNT") have been delivered to the obligations of Escrow Agent as provided in paragraph (d) below, in which case Parent shall be entitled to recover only those Losses exceeding the Shareholders Basket Amount. No Stockholder shall have any right to pay contribution from the income taxes described in Section 5.6Company for any claim made by Parent after the Effective Time.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Escrow Fund shall be comprised entirely No portion of the Escrow SharesAmount shall be contributed in respect of any Company Options or warrants. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 "LossLOSS" and collectively "LossesLOSSES") incurred by NEONParent, 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 the Company or the Shareholders, contained in Articles Article II and III herein (as modified by the Company Disclosure ScheduleSchedules), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON . The amount of any Losses shall not receive be net of (a) any shares from amount for which reimbursement is received by Parent or the Escrow Fund with respect Surviving Corporation pursuant to insurance policies or (b) any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless Tax benefit (or decrese in Tax liabilities) attributable to such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excessLosses. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not apply close. Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $250,000, have been delivered to the obligations Escrow Agent as provided in paragraph (e); in such case, Parent may recover from the Escrow Fund the total of the Shareholders to pay the income taxes described its Losses in Section 5.6excess of $250,000.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Stockholders will be deemed to have received from Buyer and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Buyer after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any ShareholderStockholder. As soon as practicable after the ClosingEffective Time, the Escrow Shares, without any act required on the part of any ShareholderStockholder, will be deposited with an escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) First Union National Bank as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEON's cost and expensein the Escrow Agreement. The portion number of the Escrow Fund contributed Shares deposited on behalf of each Shareholder Stockholder shall be as set forth in Schedule 1.1proportion to the aggregate Buyer Common Stock to which such holder would otherwise be entitled under Sections 1.2(b) and shall be in the respective share amounts and percentages listed opposite each Stockholder's name listed in a schedule in form and substance reasonably acceptable to Buyer to be executed by the Company and delivered to Buyer at Closing (the "Escrow Schedule"). The No shares of Buyer Common Stock deposited in the Escrow Fund shall be comprised entirely unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Escrow SharesCompany. The Escrow Fund shall be available to compensate NEON reimburse, indemnify, defend and hold harmless, Buyer and its affiliates Affiliates (including the Company) 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 NEONBuyer, its officers, directors, agents or affiliates Affiliates (including the Company), in each case net of insurance proceeds if and when received by such Person in connection with such Losses, directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6.of:

Escrow Fund. At the Closing Effective Time the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the Closing) pursuant to Effective Time and less any shares that may be deposited therewith by the Escrow Agreement attached hereto as Exhibit B heretoparticipants in the Management Incentive Compensation Plan), without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent acceptable to NEON Parent and the Shareholder Stockholder Representative (as defined in Section 7.2(h)(i7.2(i)(i) below) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Amount (less the value of any shares that may be deposited into the Escrow Fund by the participants in the Management Incentive Compensation Plan) contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b). The Escrow Amount shall be funded entirely out of (i) the shares of Parent Common Stock issuable upon the Merger in respect of Company Capital Stock and (ii) the shares of Parent Common Stock issuable to the participants in the Management Incentive Compensation Plan pursuant thereto. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be is available to compensate NEON Parent and its affiliates officers, directors and affiliates, including the Surviving Corporation (any, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense defenses (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred by NEON, its officers, directorsthe Indemnified Parties, or affiliates any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles Article II and III herein herein, (as modified by the Company Disclosure Schedule), or ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided , (iii) any Dissenting Share Payments, or (iv) any claim made by any person that NEON shall not such person is or was entitled (by contract or otherwise) to receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless amount or property in such Losses exceed $500,000 person's capacity (or asserted capacity) as a holder of equity interests in the aggregateCompany or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in the Merger Agreement by virtue of or as a result of the Merger, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 other than any claim described in Losses and to the extent of such excessclause (iii) above. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations Nothing herein shall not apply to limit the obligations liability of the Shareholders to pay Company for any breach of any representation, warranty or covenant if the income taxes described in Section 5.6Merger does not close."

Escrow Fund. At the Closing the Shareholders receiving NEON Common Stock Effective Time, Ventures' stockholders will be deemed to have received and consented to deposited the deposit Escrow Shares with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder. As soon as practicable after At the Closing, the Escrow Shares, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent State Street Bank and Trust Company (or other institution acceptable to NEON Purchaser and the Shareholder Representative (as defined in Section 7.2(h)(i) below) Stockholder Representatives), as Escrow Agent (the "Escrow Agent"), such deposit for a period of one year from the Closing Date to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and in the Escrow Agreement at NEONPurchaser's cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON Purchaser and its affiliates for any claims, and all losses, liabilities, damages, deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, costs and expenses (including, without limitation, all out-of-pocket expenses, including reasonable attorneys' investigation expenses and reasonable fees and expensesdisbursements of accountants and counsel) of any nature whatsoever, and expenses net of investigation and defense insurance proceeds actually realized or to be realized by Purchaser (hereinafter individually a "Loss" and collectively collectively, "Losses"), arising out of, based upon or resulting from (1) incurred by NEON, its officers, directors, or affiliates as a result of any inaccuracy in or breach of a any representation or and warranty of the Company or the Shareholders, Ventures which is contained in Articles II and III herein this Agreement or any Schedule or certificate delivered pursuant hereto or thereto; (as modified by the Company Disclosure Schedule)2) any breach or non-fulfillment of, or any failure by to perform, any of the Company covenants, agreements or the Shareholders undertakings of Ventures (which covenants, agreements or undertakings were to perform be performed or comply complied with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and on or prior to the extent consummation of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, Merger) which if resolved at the Closing would have led to a reduction are contained in the aggregate Purchase Price. The foregoing limitations shall not apply or made pursuant to the obligations terms and conditions of the Shareholders to pay the income taxes described in Section 5.6.this Agreement;

Escrow Fund. At the Closing Effective Time the Shareholders receiving NEON Common holders of Company Capital ----------- Stock entitled to receive Merger Consideration pursuant to Section 1.6 hereof (the "Indemnifying Stockholders") will not receive the Escrow Amount but such stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares (plus Amount without any additional shares act required on the part of any such stockholder. Instead, as may be issued upon any stock split, stock dividend or recapitalization effected by NEON soon as practicable after the Closing) pursuant to Effective Time, the Escrow Agreement attached hereto as Exhibit B heretoAmount, without any act required on the part of any Shareholder. As soon as practicable after the Closing, the Escrow Shares, without any act required on the part of any Shareholderstockholder, will be deposited by Parent with an escrow agent acceptable to NEON Parent and the Shareholder Stockholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder holder of Company Capital Stock shall be as set forth determined with reference to each such stockholder's Pro Rata Escrow Basis. The Escrow Amount shall be contributed entirely out of the Merger Consideration payable upon the Merger in Schedule 1.1respect of the Company Capital Stock. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be is available to compensate NEON Parent and its affiliates officers, directors and affiliates, including the Surviving Corporation (each, an "Indemnified Party" and collectively, the "Indemnified Parties") for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense defenses (hereinafter individually a "Loss" and collectively "Losses") incurred paid, incurred, accrued or sustained by NEON, its officers, directorsthe Indemnified Parties, or affiliates any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles Article II and III herein as of the date of this Agreement or as of the Closing Date, as though then made (except to the extent that such representation or warranty speaks as modified by the Company Disclosure Scheduleof an earlier date), or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided in this Agreement, (iii) any Dissenting Share Payments, (iv) any claim made by any person that NEON shall not such person is or was entitled (by contract or otherwise) to receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless amount or property in such Losses exceed $500,000 person's capacity (or asserted capacity) as a holder of equity interests in the aggregateCompany or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in this Agreement by virtue of or as a result of the Merger, at which time NEON shall receive shares from other than any claim described in clause (iii) above, (v) any claims made by foreign employees of the Escrow Fund for such first $500,000 in Losses and Company or any of its subsidiaries whether or not disclosed on the Disclosure Schedule, (vi) any claims made by Parametric Technology Corporation or its subsidiaries relating to the Company Intellectual Property, including, without limitation, any claims related to trade secret misappropriation, whether or not disclosed on the Disclosure Schedule, (vii) the Acceleration or (viii) the Cash Dividend; provided, however, that to the extent that a specific Liability (as defined in Section 2.7 hereof) is used to reduce the amount of the Cash Dividend (as calculated pursuant to Schedule 5.21 hereof), such excessLiability shall not be considered a Loss for purposes of this Article VII. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not close. No Indemnified Party may recover any Losses unless and until one or more Officer's Certificates identifying a Loss or Losses in excess of $100,000 in the aggregate (the "Threshold Amount") has or have been delivered to the Escrow Agent as provided in Section 7.2(d) hereof, in which case such Indemnified Party -------------- shall be entitled to recover all Losses (including the Threshold Amount) so identified to the extent then available in the Escrow Fund. Notwithstanding the foregoing, Parent shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to the obligations (i) all Losses incurred pursuant to clauses (iii), (iv), (v) or (vi) of the Shareholders to pay the income taxes described in this Section 5.67.2(a), or (ii) fraud, intentional misrepresentation or willful misconduct.

Escrow Fund. At the Closing Effective Time, each shareholder of the Shareholders receiving NEON Common Stock Company (individually, a "Company Shareholder" and, collectively, the "Company Shareholders") will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend dividend, or recapitalization effected by NEON Parent after the Closing) pursuant Effective Time with respect to shares constituting the Escrow Agreement attached hereto as Exhibit B hereto, Amount) without any act required on the part of any Company Shareholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Company Shareholder, will be deposited with an escrow agent Chase Manhattan Bank and Trust Company, National Association, or a trust company or other institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and to be maintained at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Company Shareholder shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b) and shall be in the respective amounts listed opposite each Company Shareholder's name listed in Exhibit G attached hereto. The Any shares of Parent Common contributed to the Escrow Fund shall not be comprised entirely unvested or subject to any right of repurchase, risk of forfeiture, or other condition in favor of the Escrow SharesSurviving Corporation or Parent. The Escrow Fund shall be available to compensate NEON Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs costs, and expenses, including reasonable attorneys' fees and expenses, expenses and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by NEONParent, its officers, directors, or affiliates directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure ScheduleSchedules) or in the certificates, delivered pursuant to Sections 9.3(b) and 9.3(c), or any failure by the Company or prior to the Shareholders Closing to perform or comply with any covenant (except as Parent may have expressly waived in writing) contained herein; herein (hereinafter individually a "Loss" and collectively "Losses"), provided that NEON shall not receive claims for any shares from Losses must be asserted on or before 5:00 p.m. (California Time) on the Escrow Fund with respect earlier to any individual Loss not exceeding $5,000 occur of (i) the date that is one year following the Closing Date or (ii) the date of the issuance by Parent's independent accountants of its first audit report relating to Parent's financial statements which would include an audit of the combined operations of Parent and shall the Company. Parent may not receive any shares from the Escrow Fund unless such Losses and until Officer's Certificates (as defined in Section 7.2(d)(i) below) identifying Losses, the aggregate amount of which exceed $500,000 50,000, have been delivered to the Escrow Agent as provided in paragraph (d) and either there is no objection thereto or any objection has been resolved in accordance with the aggregateprovisions of this Article VII; in such case, at which time NEON shall receive shares Parent may recover from the Escrow Fund all Losses in excess of $50,000 threshold for such first $500,000 which there is no objection or any objection has been resolved in Losses and to accordance with the extent provisions of such excessthis Article VII. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations No portion of the Shareholders to pay the income taxes described Escrow Amount shall be contributed in Section 5.6respect of any Company Options.

Escrow Fund. At the Closing the Shareholders receiving NEON Common Stock will be deemed to have received and consented to the deposit with As soon as Earnout funds become available, the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B heretoAmount, without any act required on the part of any Shareholder. As soon as practicable after the Closing, the Escrow Shares, without any act required on the part of any Shareholdershareholder, will be deposited with an escrow agent Xxxxx Fargo Bank West, N.A., (or other institution acceptable to NEON Tarantella and the Shareholder Representative Shareholders’ Agent (as defined in Section 7.2(h)(i7.2(g) below)) as Escrow Agent (the "“Escrow Agent"”), such deposit deposits to constitute an escrow fund (the "“Escrow Fund"”) to be governed by the terms set forth herein and at NEON's Tarantella’s cost and expense. The portion Pursuant to Section 1.7(e), the first $300,000 of any Earnout payments or buyout pursuant to Section 1.7(g) shall be used to fund the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow SharesFund. The Escrow Fund shall be available to compensate NEON Tarantella and its affiliates 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 NEONTarantella, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company New Moon or the Shareholders, any such representation or warranty contained in Articles Article II and III herein (as modified by the Company Disclosure ScheduleNew Moon Schedules), or (ii) any failure by the Company or the Shareholders New Moon to perform or comply with any covenant contained herein; provided that NEON shall not receive , in each case, disregarding, the phrases “material”, “materially,” “in all material respects,” “Material Adverse Effect” and any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 similar phrase. Tarantella and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company New Moon each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations Nothing herein shall limit the liability of New Moon for any breach of any representation, warranty or covenant if the Merger does not apply close. Tarantella may not receive any monies from the Escrow Fund unless and until Officer’s Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $5,000, have been delivered to the obligations Escrow Agent as provided in paragraph (e); in such case, Tarantella may recover from the Escrow Fund the total of its Losses, including the first $5,000. In the event the Losses exceed the amount then in the Escrow Fund, Tarantella shall be permitted to off-set any subsequent payment of the Shareholders Minimum Earnout or buyout pursuant to pay Section 1.7 hereof until the income taxes described Losses have been paid; provided that, in Section 5.6no event shall the amounts deposited in the Escrow Fund and any additional amounts withheld from the Minimum Earnout or buyout exceed $600,000 when aggregated.

Escrow Fund. At the Closing Effective Time the Shareholders receiving NEON Common Stock Company's shareholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholdershareholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderCompany shareholder, will be deposited with an escrow agent Chase Manhattan Bank and Trust Company, N.A. (or other institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i8.2(h) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEON's cost and expenseherein. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder shareholder of the Company shall be as set forth in Schedule 1.1. The Escrow Fund proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b) and shall be comprised entirely of in the Escrow Sharesrespective share amounts and percentages listed opposite each Company's shareholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "ESCROW SCHEDULE"). The Escrow Fund shall be available to compensate NEON Parent and its affiliates (including the Surviving Corporation) 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 "LossLOSS" and collectively "LossesLOSSES") incurred by NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified or in any certificate, instrument, schedule or document attached to this Agreement and delivered by the Company Disclosure Schedulein connection with the Merger), or (ii) any failure by the Company or the Shareholders to perform or comply with any covenant or obligation contained hereinherein or (iii) any claims brought by employees or consultants of the Company who were or are terminated prior to the Closing; provided that NEON shall not receive any shares from such claims must be asserted on or before 5:00 p.m. (California Time) on the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall Expiration Date. Except as otherwise provided herein, Parent may not receive any shares from the Escrow Fund unless such Losses and until Officer's Certificates (as defined in Section 8.2(d) below) identifying Losses, the aggregate amount of which exceed $500,000 50,000 (except in the aggregatecase of Losses arising from any breach or inaccuracy of Section 2.3, at as to which time NEON such threshold shall receive shares from not apply), have been delivered to the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6.Agent as

Escrow Fund. At the Closing the Shareholders receiving NEON Common Stock Effective Time White Amber's Stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Recruitsoft after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B heretoEffective Time), without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) U.S. Bank, N.A. as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONRecruitsoft's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder Xxxxx Xxxxx Stockholder shall be as set forth on Schedule 6.2 hereof. The Escrow Amount shall be contributed entirely out of the shares of Series D Preferred Stock issuable upon the Merger in Schedule 1.1respect of Xxxxx Xxxxx Capital Stock. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be is available to compensate NEON Recruitsoft and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense defenses (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred by NEONRecruitsoft, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, Xxxxx Xxxxx contained in Articles ARTICLE II and III herein herein, (as modified by the Company Disclosure Schedule), or ii) any failure by the Company or the Shareholders Xxxxx Xxxxx to perform or comply with any covenant contained herein; provided , (iii) any third party claims alleging that NEON shall Xxxxx Xxxxx does not receive own all intellectual property in and to the work product referenced in Schedule 2.11(d), (iv) any shares from claim by Micro Notes Consultants, Inc. ("MICRO NOTES") that Xxxxx Xxxxx does not own all intellectual property in and to the Escrow Fund work product or otherwise have sufficient rights with respect to any individual Loss not exceeding $5,000 other deliverables created by Micro Notes for Xxxxx Xxxxx or (v) any claim by Xxx Xxxxxxx alleging that Xxxxx Xxxxx has any liability to Xx. Xxxxxxx in repect of taxes owed by him in connection with that certain payment made to Xx. Xxxxxxx as described on Schedules 2.8(b)(ix) and shall not receive any shares from 2.20(i) of the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses Xxxxx Xxxxx Schedules. Recruitsoft and to the extent of such excess. NEON and the Company Xxxxx Xxxxx each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger Consideration. Recruitsoft may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in Section 6.2(d)) identifying Losses, the aggregate amount of which exceed $50,000 have been delivered to the Escrow Agent as provided in paragraph (e); in such case, Recruitsoft may recover from the Escrow Fund only its Losses in excess of $50,000. The foregoing limitations liability of the Xxxxx Xxxxx Stockholders shall be several but not joint. Recruitsoft shall not apply be entitled to the obligations any recourse against Xxxxx Xxxxx for Losses other than by way of the Shareholders to pay the income taxes described in Section 5.6Escrow Fund except for fraud, bad faith, misrepresentation or willful misconduct.

Escrow Fund. At the Closing the Shareholders receiving NEON Common Stock will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholder. As soon as practicable after the ClosingEffective Time, 600,000 shares of Aspec Common Stock which comprise the Escrow SharesAmount, without any act required on the part of any Inbox Shareholder, will be deposited with an escrow agent selected by Aspec (which shall be reasonably acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) belowInbox) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEON's a cost and expenseexpense to be borne by Aspec. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder holder of Inbox Common Stock shall be as set forth in Schedule 1.1proportion to the aggregate Merger Consideration which such holder would otherwise be entitled under Section 3.1. The Escrow Agent shall not be responsible for confirming that the shares contributed to the Escrow Fund comprise the Escrow Amount or that the portion contributed on behalf of each holder of Inbox Common Stock is in the proper proportion, which determination shall be comprised entirely of the Escrow Sharesmade by Aspec. The Escrow Fund shall be available to compensate NEON Aspec and its affiliates Affiliates for any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, liabilitiesexpenses, damagesand fees, deficiencies, including court costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by NEON, its officers, directors, or affiliates as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or any failure by the Company or the Shareholders to perform or comply connection with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregateaction, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and suit or proceeding to the extent of the amount of such excessactions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses or fees (collectively "LOSSES") that Aspec or any of its Affiliates has incurred by reason of the breach by Inbox or the Majority Shareholders of any representation, warranty, covenant or agreement of Inbox or the Majority Shareholders contained herein, or by reason of any misrepresentation by Inbox or the Majority Shareholders made herein. NEON Aspec, Inbox and the Company Majority Shareholders each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger Consideration. The foregoing limitations shall not apply Resort to the obligations Escrow Fund shall be the exclusive remedy of Aspec and its Affiliates against Inbox or any of its directors, officers, representatives, agents or shareholders or the Majority Shareholders for any such breaches and misrepresentations if the Merger does close. Notwithstanding the foregoing, for any claim based upon actual fraud brought during the period twelve (12) months from the Effective Time, Aspec and its Affiliates shall have recourse severally against Inbox or any of its directors, officers, representatives, agents or shareholders or the Majority Shareholders, respectively, in an amount up to the aggregate consideration received by each such individual in the Merger; provided, however, that to the extent Losses exceed such amount, Aspec will be entitled to proceed against the individual assets of Anmix Xxxxx, Xxhn Xxxx xx Charxxx X. Xxxxx, xxspectively, but only to the extent that such actual fraud was committed by such individual, and then only to the extent of the Shareholders assets of the individual. In addition, notwithstanding the foregoing and except for amounts recoverable pursuant to pay Section 3.2, Aspec may not receive any Escrow Amounts from the income taxes described Escrow Fund unless and until Officer's Certificates (as defined in Section 5.6paragraph (d) below) identifying Losses, the aggregate amount of which exceed $75,000, have been delivered to the Escrow Agent as provided in paragraph (e). In such case Aspec may recover from the Escrow Fund the total of its Losses including the first 75,000 provided that Aspec shall use its reasonable efforts to mitigate its Losses hereunder.

Escrow Fund. At As security for the Closing indemnity provided for in this Section 8.02 and by virtue of this Agreement, the Shareholders receiving NEON Common Stock Stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the Closing) pursuant Effective Time with respect to the Escrow Agreement attached hereto as Exhibit B hereto, Amount) without any act required on the part of any ShareholderStockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderStockholder, will be deposited with an escrow agent U.S. Bank Trust, National Association (or other institution acceptable to NEON Parent and the Shareholder Stockholder Representative (as defined in Section 7.2(h)(i) below8.03)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein herein. The Escrow Agent may execute this Agreement following the date hereof and at NEON's cost prior to the Effective Time, and expensesuch later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder Stockholder shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.06. The Escrow Fund Stockholders shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON indemnify and hold Parent and its officers, directors and affiliates for any (the "Indemnified Parties") harmless against all 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 NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein this Agreement, (as modified by the Company Disclosure Schedule), or ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON in this Agreement, or (iii) any action, suit or proceeding which is pending or threatened against the Company as of the Effective Time. No Stockholder shall not receive have any shares right to contribution from the Escrow Fund with respect to Company for any individual Loss not exceeding $5,000 and shall not receive any shares from claim made by Parent after the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6Effective Time.

Escrow Fund. At As security for the Closing indemnity provided for in this Section 8.2 hereof and by virtue of this Agreement, (i) the Shareholders receiving NEON Common Stock Stockholders of the Company will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) the Escrow Amount (of which the stock certificate representing shares comprising part of the Escrow Shares (plus any additional shares as may Amount shall be issued upon any stock split, stock dividend or recapitalization effected by NEON after deposited in the Closing) pursuant to name of the Escrow Agreement attached hereto as Exhibit B heretoAgent defined below). At or promptly following the Effective Time, the Escrow Amount, without any act required on the part of any Shareholder. As soon as practicable after stockholder of the Closing, the Escrow Shares, without any act required on the part of any ShareholderCompany, will be deposited with an escrow agent First Trust of California, National Association (or other institution acceptable to NEON Parent and the Shareholder Representative (as defined in Section 7.2(h)(i) belowCompany) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit deposits to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein herein. The Escrow Agent may execute this Agreement following the date hereof and at NEON's cost prior to the Effective Time, and expensesuch later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Fund Amount to be contributed on behalf of each Shareholder Stockholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely its Pro Rata Portion of the Escrow SharesAmount. The Company shall provide the Escrow Agent and Parent with a schedule which lists, by stockholder, the portion of the Escrow Amount deemed to be contributed by each stockholder consistent with the preceding sentence. Each Stockholder shall be entitled to all voting rights with respect to the Parent Common Stock held in escrow on its behalf. The Company and the Stockholders agree that the Escrow Fund shall will be available to compensate NEON jointly and severally indemnify and hold Parent and its officers, directors and affiliates for any harmless against all claims, losses, liabilities, damages, deficiencies, shortfalls, costs and expenses, including reasonable internal and third party attorneys', accountants' and other fees and expenses, and expenses of investigation and defense (hereinafter individually a "LossGENERAL LOSS" and collectively "LossesGENERAL LOSSES") incurred by NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein this Agreement, (as modified by the Company Disclosure Schedule), or ii) any failure by the Company or the Shareholders any Principal Stockholder to perform or comply with any covenant contained herein; provided that NEON shall not receive in this Agreement, (iii) any shares and all Taxes (including, without limitation, additional Taxes resulting from disallowed deductions under Section 404 of the Escrow Fund with respect to Code), losses, liabilities, claims, damages, obligations, payments, costs and expenses including, without limitation, reasonable attorneys' fees, arising out of or relating in any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and manner to the extent establishment, administration or termination of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate any Benefit Plan on or prior to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply Date, including, without limitation, loss of any deduction due to the obligations disqualification of the Shareholders to pay the income taxes described in Section 5.6.any such Benefit Plan, (iv) any audit of or other legal proceeding

Escrow Fund. At the Closing Effective Time, the Company Shareholders receiving NEON Common Stock will ----------- be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Company Shareholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Company Shareholder, will be deposited with an escrow agent institution reasonably acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below) ), as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 NEONParent, 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 the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure ScheduleLetter), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall . Parent may not receive any shares from the Escrow Fund unless such Losses and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $500,000 250,000 have been delivered to the Escrow Agent as provided in the aggregateparagraph (e); in such case, at which time NEON shall receive shares Parent may recover from the Escrow Fund for such the total of its Losses, not including the first $500,000 in Losses 250,000. The Escrow Fund shall be the sole and to the extent of such excess. NEON and the Company each acknowledge that exclusive remedy for all such Losses, if any, would relate to unasserted contingent liabilities existing at provided that nothing herein shall limit any remedy for fraud or willful noncompliance with covenants and nothing herein shall limit the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations liability of the Shareholders to pay Company for any breach of any representation, warranty or covenant if the income taxes described in Section 5.6Merger does not close.

Escrow Fund. At the Closing Effective Time the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B heretoEffective Time), without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent acceptable to NEON Parent and the Shareholder Stockholder Representative (as defined in Section 7.2(h)(i7.2(i)(i) below) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b). The Escrow Amount shall be funded entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Company Capital Stock. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be is available to compensate NEON Parent and its affiliates officers, directors and affiliates, including the Surviving Corporation (any, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense defenses (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred by NEON, its officers, directorsthe Indemnified Parties, or affiliates any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles Article II and III herein herein, (as modified by the Company Disclosure Schedule), or ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided , (iii) any Dissenting Share Payments, or (iv) any claim made by any person that NEON shall not such person is or was entitled (by contract or otherwise) to receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless amount or property in such Losses exceed $500,000 person's -57- capacity (or asserted capacity) as a holder of equity interests in the aggregateCompany or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in the Merger Agreement by virtue of or as a result of the Merger, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 other than any claim described in Losses and to the extent of such excessclause (iii) above. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not close. For the purpose of this Article VII only, in the event of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (determined giving effect to any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect), the amount of any Loss resulting from such inaccuracy or breach of such representation or warranty shall be determined without giving effect to any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, and any such requirement shall be disregarded for such purpose. There shall be no right of contribution from any Indemnified Party with respect to any Loss. The foregoing limitations 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 apply to affect the obligations binding nature of this Agreement as of the Shareholders to pay date hereof between the income taxes described in Section 5.6other signatories hereto.

Escrow Fund. At the Closing Effective Time the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B heretoEffective Time), without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the General Escrow SharesAmount and the Special Escrow Amounts (collectively, the "ESCROW AMOUNT") without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent acceptable to NEON Parent and the Shareholder Representative Stockholder Agent (as defined in Section 7.2(h)(i7.2(g)(i) below) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a)(i). The Escrow Fund Amount shall be comprised contributed entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Capital Common Stock, and no portion of the Escrow SharesAmount shall be contributed out of the shares of Parent Common Stock reserved for issuance in respect of Company Options. The That portion of the Escrow Fund shall be comprised of the General Escrow Amount is available to compensate NEON Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and out-of-pocket expenses of investigation and defense (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred by NEONParent, 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 the Company or the Shareholders, contained in Articles Article II and III herein (as modified by the Company Disclosure Schedule)herein, or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not receive any shares from . That portion of the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from comprised of the Special Escrow Amount I is available as an Offset as provided in Section 1.6(g)(viii) hereof. That portion of the Escrow Fund unless such comprised of the Special Escrow Amount II is available to compensate Parent and its affiliates from any Losses exceed $500,000 in incurred by Parent, its officers, directors or affiliates (including the aggregateSurviving Corporation) directly or indirectly as a result of any claims of current or former stockholders of the Company or former stockholders of Orcim Acquisition Corp. ("ORCIM") that are due to, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and arise out of or otherwise relate to the extent merger between the Company and Orcim which became effective November 15, 1993, or the rights of such excessthe stockholders in connection therewith (herein "ORCIM CLAIMS"). NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $250,000 have been delivered to the Escrow Agent as provided in paragraph (e); in such case, Parent may recover from the Escrow Fund its Losses, including the first $250,000. The foregoing limitations shall not apply to the obligations (i) any Offset under Section 1.6(g)(viii), (ii) any Orcim Claims or (iii) any claim for indemnification arising from a breach of the Shareholders to pay the income taxes described any representation or warranty set forth in Section 5.62.8 (relating to Taxes) and Parent shall not be limited to the amount in the Escrow Fund to compensate for such Losses.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company Securityholders ----------- will be deemed to have received and consented to the deposit deposited with the Escrow Agent the Escrow Amount (as defined below) of the Escrow Shares (plus increased by any additional shares as may be issued with respect to the Escrow Amount upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholder. As soon as practicable after Company Securityholder, to be maintained for the Closing, benefit of the Escrow Shares, without any act required on Company Securityholders and to secure the part representations and warranties of any Shareholder, will be deposited with an escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent")Company hereunder, such deposit to constitute an escrow fund (the "Escrow Fund") to be ----------- governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON compensate, reimburse, defend, indemnify and hold harmless the Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, expenses and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by NEONParent, its officers, directors, directors or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any material inaccuracy or breach of a representation or warranty of the Company contained herein and not waived by the Parent, or the Shareholdersin any certificate, contained in Articles II and III herein (as modified instrument, schedule or document delivered by the Company Disclosure Schedule)in connection with this Agreement or the Merger, or (ii) any material failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall , (iii) for any untrue statement of a material fact or omission to state any material fact necessary in order to make the statements, in the light of the circumstances under which made, not misleading in any documents mailed, delivered or otherwise furnished to the Company Securityholders in connection with soliciting their consent to this Agreement and the Merger, to the extent prepared by the Company or (iv) any payment made to Information Builders, Inc. after the date hereof with respect to the December 31, 1997 termination of its license agreement with Company (hereinafter individually a "Loss" and collectively ---- "Losses"). Parent may not receive any shares from the Escrow Fund ------ unless and until Officer's Certificates (as defined below) identifying Losses, the aggregate amount of which exceed $50,000, have been delivered to the Escrow Agent as provided in paragraph (d) and either there is no objection thereto or any objection has been resolved in favor of the Parent in accordance with respect to any individual Loss not exceeding $5,000 and shall not receive any shares the provisions of this Article VIII; in such case, Parent may recover from the Escrow Fund unless such any Losses exceed $500,000 so identified in accordance with the aggregate, at which time NEON shall receive shares from the provisions of this Section 8.2. The Escrow Fund shall be the sole source of damages to Parent arising from any claim hereunder (other than for such first $500,000 in Losses and damages due to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6fraud or willful misrepresentation).

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock holders of Consideration Common, to the extent set forth in Section 1.10, shares will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent acceptable to NEON and the Shareholder Representative (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent")by Parent, such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein (and in the Escrow Agreement) and at NEONParent's cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 NEONParent, its officers, directors, agents, employees, stockholders or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or ) and (ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not receive any . Any shares from remaining in the Escrow Fund with respect after the final determination of any unsatisfied Losses existing at the end of the Escrow Period shall be returned to any individual Loss not exceeding $5,000 and shall the holders. Parent may not receive any shares from the Escrow Fund unless such and until Officer's Certificates (as defined in Section 7.2(d) below) identifying Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from have been delivered to the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described Agent as provided in Section 5.67.2(e), and all other procedures in this Article VII shall have been followed.

Escrow Fund. At In addition to the Closing indemnification obligation of the Shareholders receiving NEON Common Stock Principal Stockholders which shall not be limited to the Escrow Amount, as security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Company Stockholders' approval thereof, at the Effective Time, the Company Stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any ShareholderCompany Stockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderCompany Stockholder, will be deposited with an escrow agent U.S. Bank Trust, National Association (or other institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.3(g) below) )), as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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") Losses incurred by NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or the Shareholderscontained herein, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or ii) any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided , (iii) the failure of the Company's Cash Account to contain an amount of cash that NEON shall equals or exceeds the Third Party Expenses incurred by the Company for which failure the Total Consideration has not receive been previously reduced, or (iv) the payment by Parent or the Company of any amount on account of Dissenting Shares in excess of the consideration which would have otherwise been received if such shares from the Escrow Fund were not Dissenting Shares. Other than with respect to any individual Loss not exceeding $5,000 and shall knowing, willful or intentional breaches of the representations, warranties or covenants made in connection with this Agreement or the Merger, Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed the Threshold Amount, have been delivered to the Escrow Agent as provided in paragraph (e); in such Losses exceed $500,000 in the aggregatecase, at which time NEON shall receive shares Parent may recover from the Escrow Fund for such first $500,000 in the total of its Losses and to including the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6Threshold Amount.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Escrow Fund shall be comprised entirely No portion of the Escrow SharesAmount shall be contributed in respect of any Company Options or Warrants. The Escrow Fund shall be available to compensate NEON Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including including, with respect to claims asserted by third parties, reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred by NEONParent, its officers, directors, or affiliates (including the Surviving Corporation) as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles Article II and III herein (as modified by the Company Disclosure ScheduleSchedules, without giving effect to any update thereto), or any failure breach by the Company or the Shareholders to perform or comply with of any covenant contained herein; provided provided, however, that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall Parent may not receive any shares from the Escrow Fund unless and until (and then only to the extent that) such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first aggregate $500,000 in Losses and to the extent of such excess500,000. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger Consideration. The foregoing limitations Nothing herein shall not apply to limit the obligations liability of the Shareholders to pay Company for any breach of any representation, warranty or covenant if the income taxes described in Section 5.6Merger does not close.

Escrow Fund. At the Closing the Shareholders receiving NEON Common Stock Effective Time, Ventures' stockholders and Warrant and Option holders will be deemed to have received and consented to deposited the deposit Escrow Shares with the Escrow Agent (as defined below) of the Escrow Shares (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder, Warrant holder or Option holder. As soon as practicable after At the Closing, the Escrow Shares, without any act required on the part of any Shareholderstockholder, Warrant holder or Option holder will be deposited with an escrow agent State Street Bank and Trust Company (or other institution acceptable to NEON Purchaser and the Shareholder Representative (as defined in Section 7.2(h)(i) below) Stockholder Representatives), as Escrow Agent (the "Escrow Agent"), such deposit for a period of one year from the Closing Date to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEON's cost and expense. The portion of in the Escrow Fund contributed on behalf of each Shareholder shall be as set forth in Schedule 1.1. The Escrow Fund shall be comprised entirely of the Escrow SharesAgreement. The Escrow Fund shall be available to compensate NEON Purchaser and its affiliates for any claims, and all losses, liabilities, damages, deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, costs and expenses (including, without limitation, all out-of-pocket expenses, including reasonable attorneys' investigation expenses and reasonable fees and expensesdisbursements of accountants and counsel) of any nature whatsoever, and expenses net of investigation and defense insurance proceeds actually realized or to be realized by Purchaser (hereinafter individually a "Loss" and collectively collectively, "Losses"), arising out of, based upon or resulting from (1) incurred by NEON, its officers, directorsany inaccuracy in or breach of any representation and warranty of Ventures which is contained in this Agreement or any Schedule or certificate delivered pursuant hereto or thereto; (2) any breach or non- fulfillment of, or affiliates any failure to perform, any of the covenants, agreements or undertakings of Ventures (which covenants, agreements or undertakings were to be performed or complied with on or prior to the consummation of the Merger) which are contained in or made pursuant to the terms and conditions of this agreement; (3) any losses of Purchaser or any Wired Company (whether or not disclosed on a Schedule hereto) to the extent arising out of the Wired Companies' obligations to provide indemnification in excess of the amount of the Advance Escrow pursuant to Section 10.3(b) of the Advance Agreement or otherwise resulting from or relating to the operation or sale of the Business (as a result such term is defined in the Advance Agreement); or (4) any Losses resulting from the delayed form filings described in paragraph (c) of Schedule 2.12. Purchaser may not receive any payment from the Escrow Fund unless and until Officer's Certificates (as defined in the Escrow Agreement) identifying Losses, the aggregate amount of which exceed $500,000, have been delivered to the Escrow Agent as provided in the Escrow Agreement; in such case, Purchaser may recover from the Escrow Fund its Losses in excess of the first $500,000 (the "Deductible"); provided, however, that in no event shall the Deductible apply to the Losses resulting from any inaccuracy or breach of a any representation or and warranty of the Company or the Shareholders, contained in Articles II Sections 2.1(b), 2.2, 2.14 or 2.18, any Losses arising under clause (3) or (4) above, any fees and III herein (as modified by the Company Disclosure Schedulecosts that Purchaser is entitled to recover pursuant to Section 10.1(c), or any failure by the Company negative Adjustment Amount determined pursuant to Section 10.1(d), and provided, further, that any such Losses or the Shareholders to perform fees and costs or comply with any covenant contained herein; provided that NEON Adjustment Amount shall not receive any shares be taken into account in determining whether aggregate Losses exceed the threshold of the Deductible or whether the Deductible has been satisfied for purposes of calculating Purchaser's recovery from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6Fund.

Escrow Fund. At the Closing Effective Time, the Street Shareholders receiving NEON Common Stock will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Street after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Street Shareholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Street Shareholder, will be deposited with an escrow agent U.S. Bank Trust, N.A., (or other institution acceptable to NEON Street and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEON's cost and expenseherein. The portion of the Escrow Fund Amount contributed on behalf of each Street Shareholder shall be in proportion to the aggregate Select Common Stock and/or Select Series H Preferred Stock, as set forth in Schedule 1.1. The Escrow Fund shall the case may be, which such holder would otherwise be comprised entirely of the Escrow Sharesentitled under Section 1.6(b). The Escrow Fund shall be available to compensate NEON Select and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, expenses and expenses of investigation and defense defense, net of any benefits or proceeds of insurance (hereinafter individually a "Loss" and collectively "Losses") incurred by NEONSelect, its officers, directors, or affiliates (including the Surviving Corporation) as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, Street contained in Articles II and III Article 2 herein (as modified by the Company Disclosure ScheduleStreet Schedules), or any failure by the Company or the Shareholders Street to perform or comply with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 . Select and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON and the Company Street each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities unresolved contingencies existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations Nothing herein shall limit the liability of Street for any breach of any representation, warranty or covenant if the Merger does not apply close. Resort to the obligations Escrow Fund shall be the exclusive contractual remedy of Select for any breach by Street of any representation or warranty if the Shareholders Merger does close; provided, however, that nothing herein shall limit any remedy for fraud. Select may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $100,000, have been delivered to pay the income taxes described Escrow Agent as provided in Section 5.6paragraph (e); in such case, Select may recover from the Escrow Fund the total of its Losses, in excess of $100,000.

Escrow Fund. At the Closing Effective Time the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the Closing) pursuant to the Escrow Agreement attached hereto as Exhibit B heretoEffective Time), without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent acceptable to NEON Parent and the Shareholder Representative Stockholder Agent (as defined in Section 7.2(h)(i7.2(g)(i) below) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Sections 1.6(a) and 1.6(b). The Escrow Amount shall be contributed entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Capital Common Stock, and no portion of the Escrow Amount shall be contributed out of the shares of Parent Common Stock reserved for issuance in respect of Company Options. The Escrow Fund shall be comprised entirely of the Escrow Shares. The Escrow Fund shall be is available to compensate NEON Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense defenses (hereinafter individually a "LossLOSS" and collectively "LossesLOSSES") incurred by NEONParent, 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 the Company or the Shareholders, contained in Articles Article II and III herein (as modified by the Company Disclosure Schedule)herein, or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from the Escrow Fund unless such Losses exceed $500,000 in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excess. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted unassented contingent liabilities existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations shall Parent may not apply receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $100,000 have been delivered to the obligations of Escrow Agent as provided in paragraph (e); in such case, Parent may recover from the Shareholders to pay Escrow Fund its Losses, including the income taxes described in Section 5.6first $100,000.

Escrow Fund. At the Closing Effective Time, each stockholder of the Shareholders receiving NEON Common Stock Company (individually, a "Company Stockholder" and, collectively, the "Company Stockholders") will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend dividend, or recapitalization effected by NEON Parent after the Closing) pursuant Effective Time with respect to shares constituting the Escrow Agreement attached hereto as Exhibit B hereto, Amount) without any act required on the part of any ShareholderCompany Stockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any ShareholderCompany Stockholder, will be deposited with an escrow agent ChaseMellon Shareholder Services LLC, or other institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i8.2(g) below)) as Escrow Agent (the "Escrow AgentESCROW AGENT"), such deposit to constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder Company Stockholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(b) and shall be in the respective amounts listed opposite each Company Stockholder's name listed in EXHIBIT K attached hereto. Except as set forth provided in Schedule 1.1. The Section 1.6(d)(iv) any shares of Parent Common Stock contributed to the Escrow Fund shall not be comprised entirely unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Escrow SharesSurviving Corporation. The Escrow Fund shall be available to compensate NEON the Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' attorneys= fees and expenses, expenses and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by NEONParent, its officers, directors, directors or affiliates (including the Surviving Corporation) (i) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholdersof any Affiliate Stockholder contained herein, contained or in Articles II and III herein (as modified any certificate, instrument, schedule or document delivered by the Company Disclosure Schedule)or any Affiliate Stockholder at the Closing in connection with this Agreement or the Merger, or any failure by the Company or any Affiliate Stockholder prior to the Shareholders Closing to perform or comply with any covenant contained herein; herein or (ii) in the event the Company prior to the Closing, or the Securityholder Agent after the Closing, agrees to any cash settlement with the Distributor for the purposes of terminating the exclusivity provisions of the Distribution Agreement as provided in Section 6.16 above (hereinafter individually a ALOSS@ and collectively "LOSSES"), provided that NEON claims arising out of an inaccuracy or breach of any representations and warranties and any covenant of the Company or the Affiliate Stockholders contained in this Agreement and in any certificate, instrument, schedule or document delivered by the Company or the Affiliate Stockholders at the Closing in connection with this Agreement or the Merger must be asserted on or before 5:00 p.m. (California Time) on the date that is one year following the Closing Date and provided further, that a Loss for purposes of clause (ii) above shall not receive be deemed to include only the amount of such cash settlement, exclusive of any shares expenses or costs incurred in attorneys' fees or other expenses or costs incidental to such cash settlement. No portion of the Escrow Amount shall be contributed in respect of any Company Options. Except as provided in Section 11.2 relating to Third Party Expenses (as defined therein) exceeding $150,000, which excess shall be payable from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall Fund, Parent may not receive any shares from the Escrow Fund unless such Losses and until Officer=s Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $500,000 75,000 (of which no individual Loss shall be less than $5,000), have been delivered to the Escrow Agent as provided in paragraph (d) and either there is no objection thereto or any objection has been resolved in accordance with the aggregateprovisions of this Article VIII; in such case, at which time NEON shall receive shares Parent may recover from the Escrow Fund all Losses (including any Losses within the $75,000 threshold and any individual Losses that may be less than $5,000) for such first $500,000 which there is no objection or any objection had been resolved in Losses and to accordance with the extent provisions of such excess. NEON and this Article VIII in accordance with the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall not apply to the obligations provisions of the Shareholders to pay the income taxes described in this Section 5.68.2.

Escrow Fund. At the Closing Effective Time the Shareholders receiving NEON Common Stock Company's shareholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B heretoH, without any act required on the part of any Shareholdershareholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholdershareholder, will be deposited with an escrow agent acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i) below) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder shareholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Shares which such holder would otherwise be entitled under Section 1.6(a). The Escrow Fund Amount shall be comprised contributed entirely out of the Escrow Sharesshares of Parent Common Shares issuable upon the Merger in respect of Company Common Stock. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 NEONParent, 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 the Company or the Shareholders, contained in Articles Article II and III herein (as modified by the Company Disclosure ScheduleSchedules), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided provided, however, that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall not receive any shares from be available after the Escrow Fund unless such Losses exceed $500,000 date of the first audit of financial statements containing combined operations of Parent and the Company for those contingencies that would be expected to be encountered in the aggregate, at which time NEON shall receive shares from the Escrow Fund for such first $500,000 in Losses and to the extent of such excessaudit process. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities existing at the ClosingEffective Time, which if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations Subject to Section 8.5 below, nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not apply close. Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $300,000, have been delivered to the obligations Escrow Agent as provided in paragraph (e); in such case, Parent may recover from the Escrow Fund its Losses in excess of the Shareholders to pay the income taxes described in Section 5.6first $300,000.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time but within five (5) days thereafter, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i8.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6. The Any shares of Parent Common Stock contributed to the Escrow Fund shall (to the extent feasible at the Effective Time) not be comprised entirely subject to any right of repurchase in favor of the Surviving Corporation. No portion of the Escrow SharesAmount shall be contributed in respect of any Company Options. The Escrow Fund shall be available to compensate NEON the Parent and its affiliates (including the Surviving Corporation) for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, expenses and expenses of investigation and defense incurred by Parent, its officers, directors or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained herein, or in any certificate, instrument, schedule or document delivered by the Company in connection with this Agreement or the Merger, (ii) any failure by the Company to perform or comply with any covenant contained herein, (iii) the infringement by the business of the Company as currently conducted or by any of the Company Intellectual Property Rights on any proprietary right of any third party, or (iv) for any untrue statement of a material fact or omission to state any material fact necessary in order to make the statements, in the light of the circumstances under which made, not misleading in any documents 49 mailed, delivered or otherwise furnished to the stockholders of the Company in connection with soliciting their consent to this Agreement and the Merger, to the extent prepared by the Company (hereinafter individually a "Loss" and collectively "Losses") incurred by NEON, its officers, directors, or affiliates as a result of any inaccuracy or breach of a representation or warranty of the Company or the Shareholders, contained in Articles II and III herein (as modified by the Company Disclosure Schedule), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided that NEON shall not receive any shares from the Escrow Fund with respect to any individual Loss not exceeding $5,000 and shall . Parent may not receive any shares from the Escrow Fund unless such Losses and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, the aggregate amount of which exceed $500,000 50,000, have been delivered to the Escrow Agent as provided in paragraph (d) and either there is no objection thereto or any objection has been resolved in accordance with the aggregateprovisions of this Article VIII; in such case, at which time NEON shall receive shares Parent may recover from the Escrow Fund any Losses so identified in accordance with the provisions of this Section 8.2. The Escrow Fund shall be the sole source of damages to Parent arising from any claim hereunder (other than for such first $500,000 damages due to fraud or willful misrepresentation). The limitation in Losses and to the extent immediately preceding sentence shall not limit the liability of such excess. NEON and the Company each acknowledge that such Lossesfor any breach of any representation, warranty or covenant if any, would relate to unasserted contingent liabilities existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate Purchase Price. The foregoing limitations shall Merger does not apply to the obligations of the Shareholders to pay the income taxes described in Section 5.6close.

Escrow Fund. At the Closing Effective Time, the Shareholders receiving NEON Common Stock Company's stockholders will be deemed to have received and consented to the deposit deposited with the Escrow Agent (as defined below) of the Escrow Shares Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by NEON Parent after the ClosingEffective Time) pursuant to the Escrow Agreement attached hereto as Exhibit B hereto, without any act required on the part of any Shareholderstockholder. As soon as practicable after the ClosingEffective Time, the Escrow SharesAmount, without any act required on the part of any Shareholderstockholder, will be deposited with an escrow agent institution acceptable to NEON Parent and the Shareholder Representative Securityholder Agent (as defined in Section 7.2(h)(i7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at NEONParent's cost and expense. The portion of the Escrow Fund Amount contributed on behalf of each Shareholder stockholder of the Company shall be as set forth in Schedule 1.1proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Escrow Fund shall be comprised entirely No portion of the Escrow SharesAmount shall be contributed in respect of any Company Options or Warrants. The Escrow Fund shall be available to compensate NEON Parent and its affiliates 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 NEONParent, 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 the Company or the Shareholders, contained in Articles Article II and III herein (as modified by the Company Disclosure ScheduleSchedules), or any failure by the Company or the Shareholders to perform or comply with any covenant contained herein; provided provided, however, that NEON shall not receive any shares from the Escrow Fund with respect shall only be available to any individual Loss not exceeding compensate Parent, its officers, directors or affiliates to the extent that the aggregate amount of Losses is in excess of $5,000 and shall not receive any shares from 500,000, in which event the full amount of the Escrow Fund unless such Losses exceed $500,000 in the aggregateshall be available to so compensate Parent, at which time NEON shall receive shares from the Escrow Fund its officers, directors or affiliates for such first $500,000 in Losses and to the extent of such excessany Losses. NEON Parent and the Company each acknowledge that such Losses, if any, would relate to unasserted contingent liabilities the unresolved contingencies existing at the ClosingEffective Time, which which, if resolved at the Closing Effective Time would have led to a reduction in the aggregate Purchase PriceMerger consideration. The foregoing limitations Escrow Fund shall not apply be the sole source of damages to the obligations of the Shareholders to pay the income taxes described in Section 5.6.Parent arising from any claim hereunder (other than for