Common use of Escrow Fund Clause in Contracts

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fund.

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6To provide a fund against which an Acquiror Indemnified Party may assert claims of indemnification under this Article VIII (an “Acquiror Indemnification Claim”), the Escrow Fund will Amount shall be withheld from the Merger Consideration and deposited with into escrow pursuant to the Escrow AgentAgreement in accordance with Section 2.9. The Indemnity Portion Escrow Fund shall be held and distributed in accordance with this Article VIII and the Escrow Agreement. Each Acquiror Indemnification Claim shall be made only in accordance with this Article VIII and the Escrow Agreement. An Acquiror Indemnified Party shall seek monetary recourse for Acquiror Indemnification Claims solely by offset against the Escrow Fund. Notwithstanding anything to the contrary contained in this Agreement, none of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company limitations set forth in this AgreementArticle VIII shall apply to any action for specific performance, injunctive relief or other equitable remedy. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of Acquiror, Sub and the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from agree for all tax purposes: (i) the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s optionholders’ portion of the Escrow Fund equal shall be treated as compensation paid by the Company to its Company Holder Percentage Interest. The Shareholdersthe optionholders if and to the extent any portion of the optionholders’ Agent Expense Portion portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable is actually distributed to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made)optionholders, (ii) the release, subject to a reserve in the aggregate amount of all pending claims, right of the Indemnity Portion stockholders to the stockholders’ portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests shall be eligible to be treated as deferred contingent purchase price eligible for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit installment sale treatment under Section 453 of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent)Code and any corresponding provision of foreign, state or (B) April 1local law, 2015as appropriate; and (iii) Acquiror shall be treated as the release of the Shareholders’ Agent Expense Portion owner of the Escrow Fund upon receipt of written notice solely for tax purposes, and all interest and earnings earned from the Shareholders’ Agent. Following payment investment and reinvestment of the last balance remaining in Escrow Amount, or any portion thereof, shall be allocable to the Indemnity Portion Acquiror pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iv) if and to the extent any amount of the stockholders’ portion of the Escrow Fund that was reserved for a claim made is actually distributed to the stockholders, interest may be imputed on such amount, as required by any Indemnified Persons under Section 9 483 or 1274 of this Agreement the Code; and (or v) in no event shall the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion total amount of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay Fund paid to the Company Holders (or with respect stockholders and optionholders under this Agreement exceed an amount to be designated by the Stockholder Representatives prior to the Company Holders Closing. Clause (v) of the preceding sentence is intended to ensure that were holders the right of Vested Company Options that were cancelled under Section 2.6(c)(i), the stockholders to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance stockholders’ portion of the Escrow FundFund is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. Acquiror, Sub and the Company shall file all Tax Returns consistently with the foregoing.

Escrow Fund. Prior (a) If a Triggering Event shall have occurred and be continuing, Borrower shall pay to any Administrative Agent on each Payment Date (a) one twelfth of an amount being distributed which would be sufficient to any Company Holder pay the Property Taxes payable, or reasonably estimated by Administrative Agent to be payable, during the next ensuing twelve (12) months and (b) if the liability or casualty policies of insurance maintained by Borrower covering the Property shall not constitute an approved blanket or umbrella Policy pursuant to Section 2.65.1 hereof, one twelfth of an amount which would be sufficient to pay the insurance premiums due for the renewal of the coverage afforded by the policies of the insurance required pursuant to Section 5.1 hereof upon the expiration thereof (the amounts in (a) and (b) above shall be called the “Escrow Fund”). During any time the foregoing sentence shall be in effect, Borrower agrees to notify Administrative Agent promptly of any changes to the amounts, schedules and instructions for payment of any Property Taxes and insurance premiums of which it has obtained knowledge (to the extent such premiums are required to be escrowed hereunder) and authorizes Administrative Agent or its agent to obtain the bills for Property Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to Section 2.6(a) shall be added together and shall be paid as an aggregate sum by Borrower to Administrative Agent. Administrative Agent will apply the Escrow Fund will to payments of Property Taxes and insurance premiums (to the extent such premiums are required to be withheld from escrowed hereunder) required to be made by Borrower pursuant to Sections 9.14 and 5.1 hereof. If the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion amount of the Escrow Fund will shall exceed the amounts due for Property Taxes and insurance premiums pursuant to Sections 9.14 and 5.1 hereof, Administrative Agent shall, at Borrower’s election, credit such excess against future payments to be held for made to the purpose Escrow Fund or deposit such excess funds into the Sweep Account. In allocating such excess, Administrative Agent may deal with the person shown on the records of securing Administrative Agent to be the indemnification obligations owner of the Company Property. If at any time prior to a Triggering Event Termination Administrative Agent reasonably determines that the Escrow Fund together with the amounts required to be paid by Borrower pursuant to the first sentence of this Section 9.15 is not sufficient to pay the items set forth in this Agreement. The Adjustment Portion of (a) and (b) above, to the extent funds in the Sweep Account are insufficient Borrower shall promptly pay to Administrative Agent, upon demand, an amount which Administrative Agent shall estimate as sufficient to make up the deficiency (such amount, an “Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(dDeficiency Amount”). The Escrow Fund will shall not constitute a trust fund. Upon an Extended Triggering Event Termination, Administrative Agent shall disburse all sums in the Escrow Fund to an account designated by Borrower in writing and any obligation to make any payment under this Section 9.15 shall terminate, subject to such obligations again arising if a subsequent Triggering Event shall have occurred and be withheld from continuing. The Escrow Fund shall be a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Escrow Fund; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. (b) Borrower shall have the right to deliver a Letter of Credit in lieu of making payments to the Escrow Fund subject to the following terms and conditions: the aggregate amount of Merger Consideration otherwise payable any such Letter of Credit deposited with respect to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund shall at all times be at least equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the aggregate amount that Borrower would be required to deposit in the Escrow Fund will be held for over the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for next twelve (i12) the release of the Adjustment Portion of the Escrow Fund remaining month period; in the escrow account (event that a Letter of Credit is delivered in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment lieu of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion portion of the Escrow Fund, Purchaser Borrower shall be responsible for the payment of Property Taxes, and Lenders shall not be responsible therefor; and each Letter of Credit delivered under this Section shall be additional security for the Shareholders’ Agent will direct payment of the Escrow Agent to pay to the Company Holders (or Loan and all sums payable with respect to the Company Holders that were holders of Vested Company Options that were cancelled Loan under this Agreement and the other Loan Documents. Any amounts invested pursuant to this Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) 9.15 shall be invested solely in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow FundPermitted Investments.

Escrow Fund. Prior (i) Notwithstanding the foregoing clause (c), if (i) there is a dispute as to any amount being distributed to any Company Holder indemnification claim set forth in a Notice pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i10.06(a) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made)above, (ii) the release, subject to a reserve in Indemnifying Party is the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent)Indemnifying Securityholders, or (B) April 1any of them, 2015; and (iii) the release one or more installments of the Shareholders’ Agent Expense Portion Total Deferred Proceeds remain unpaid at such time, then Buyer shall deposit an amount in cash equal to the amount of Losses in controversy with respect to such dispute (or, in the event such amount exceeds the unpaid portion of the Total Deferred Proceeds at such time, an amount in cash equal to the amount of Total Deferred Proceeds remaining unpaid) (each such amount deposited, an “Escrow Fund upon receipt of written notice from Amount”) into escrow with SunTrust Bank, or such other bank or trust company selected by Buyer with Securityholders Representative’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) (the Shareholders’ “Escrow Agent. Following payment of the last balance remaining in the Indemnity Portion of ”), to be held by the Escrow Fund that was reserved for Agent until a claim Final Determination is made with respect to such dispute and thereafter distributed by any Indemnified Persons under Section 9 the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agent’s standard form of escrow agreement (the “Escrow Agreement”). (ii) Notwithstanding the foregoing, if a dispute is with regard to a Notice that applies to a particular Seller pursuant to Section 10.02(b), then the amount deposited with the Escrow Agent of the Total Deferred Proceeds shall only be from the portion of the Total Deferred Proceeds payable to such particular Seller and shall be administered hereunder as a separate Escrow Amount (a “Separate Seller Escrow Amount”) applicable to only such Seller and the particular claim or claims applicable to such Seller. If as a result of the deposit of such Separate Seller Escrow Amount into escrow to satisfy any such claim against a particular Seller, or the payment of any such amounts to Buyer as provided below or in accordance with Section 10.06(b)(ii) above, the remaining amount of such Seller’s portion of Total Deferred Proceeds is insufficient to cover such Seller’s portion of indemnifications claims for which all Sellers are jointly and severally liable and which would have otherwise been satisfied from the Total Deferred Proceeds but for the deposit or payment of any Separate Seller Escrow Amount (or payment in accordance with Section 10.06(b)(ii) above), then such Seller shall be individually liable to Buyer to the definitive withdrawal or resolution extent of such claiminsufficiency. (iii) The Escrow Amounts (including all Separate Seller Escrow Amounts”), and all interest and other direct or indirect earnings thereon after payment the Closing, are collectively hereinafter referred to as the “Indemnity Escrow Fund.” (iv) In the event that as a result of any Shareholders’ Agent expenses from a Final Determination, an Escrow Amount (or some portion thereof) or a Separate Seller Escrow Amount (or some portion thereof) is owed to the Shareholders’ Agent Expense Portion Buyer Indemnified Parties (such amount owed, the “Final Adjustment Amount” and the difference between the Final Adjustment Amount and the Escrow Amount or Separate Seller Escrow Amount, if any, as applicable, the “Remainder”), then within three Business Days of the Final Determination, Buyer and Securityholders Representative shall execute and deliver to the Escrow Fund, Purchaser and the Shareholders’ Agent will direct a joint written instruction directing the Escrow Agent to pay release to Buyer the Final Adjustment Amount and the Remainder, if any, shall be held by the Escrow Agent until such time as it is payable as Total Deferred Proceeds hereunder, at which point Buyer and Securityholders Representative shall execute and deliver to the Company Holders Escrow Agent a joint written instruction directing the Escrow Agent to release to Sellers, the Optionholder and the Indemnifying Bonus Plan Participants, as applicable, the Remainder. In such event, the Total Deferred Proceeds owed by Buyer hereunder shall be automatically reduced by the Final Adjustment Amount with such reduction applied first to the last Total Deferred Proceeds held in escrow that would have been otherwise payable under this Agreement. (v) In the event that as a result of a Final Determination, an Escrow Amount (or with respect some portion thereof) or a Separate Seller Escrow Amount (or some portion thereof) is not owed to the Company Holders that were holders Buyer Indemnified Parties, then within three Business Days of Vested Company Options that were cancelled under Section 2.6(c)(i)the Final Determination, Buyer and Securityholders Representative shall execute and deliver to the Surviving Corporation for payment Escrow Agent a joint written instruction directing the Escrow Agent to release to Sellers, the Optionholder and the Indemnifying Bonus Plan Participants, as applicable, such Escrow Amount (or such portion thereof) or such Separate Seller Escrow Amount (or such portion thereof) and the remainder, if any, shall be held by the Escrow Agent until such time as it is payable as Total Deferred Proceeds hereunder, at which point Buyer and Securityholders Representative shall execute and deliver to the Company Holders who are entitled Escrow Agent a joint written instruction directing the Escrow Agent to release to Sellers, the Optionholder and the Indemnifying Bonus Plan Participants, as applicable, such Company Holders through remainder. In such event, any such Escrow Amounts or Separate Seller Amounts so released shall (if released prior to the Surviving Corporationdate otherwise payable as Total Deferred Proceeds) be treated as an advanced payment of the Total Deferred Proceeds owed by Buyer hereunder and Buyer’s payrollobligation to make future payments shall be correspondingly reduced by such released amounts. (vi) The Parties acknowledge that Buyer shall be treated as the owner of the entire Indemnity Escrow Fund and shall be responsible for any Taxes attributable to income earned in respect of the Indemnity Escrow Fund until such time as the Indemnity Escrow Fund is disbursed in accordance with their Company Holder Percentage Interests the terms of this Agreement and the Escrow Agreement. All cash included in the Indemnity Escrow Fund shall be held in an aggregate amount that is equal to any remaining balance interest-bearing account in accordance with the terms of the Escrow FundAgreement and Buyer will receive from the Indemnity Escrow Fund on a quarterly basis a distribution equal to the amount of taxable income earned on the Indemnity Escrow Fund multiplied by the highest marginal federal, state and local income tax rate applicable to Buyer for purposes of Buyer’s payment of any Taxes attributable to income earned in respect of the Indemnity Escrow Fund as further provided by the Escrow Agreement.

Escrow Fund. Prior to any amount being distributed to any Company Holder (a) At the Closing, Acquirer shall withhold the Cash Escrow Amount from the Purchase Consideration issuable pursuant to Section 2.61.3(a) and shall deposit the Cash Escrow Amount with ▇▇▇▇▇ Fargo Bank, N.A. (or another institution selected by Acquirer and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by the Escrow Agent from time to time, the “Escrow Fund”), which Escrow Fund will shall be withheld from governed by this Agreement and the Merger Consideration escrow agreement in the form mutually agreed to by Acquirer and deposited with the Shareholders’ Agent (the “Escrow AgentAgreement”). The Indemnity Portion of the Escrow Fund will be held shall constitute partial security for the purpose benefit of securing Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Company set forth in Securityholders under Section 1.6(f), Section 1.6(g) and this AgreementArticle IX. The Adjustment Portion Escrow Agent shall hold the Escrow Fund until 11:59 p.m. Pacific time on the date (the “Escrow Release Date”) that is five Business Days after the date that is 18 months after the Closing. The Founders shall not receive interest or other earnings on the cash in the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Founder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Founder, in each case prior to the distribution of the Escrow Fund will to any Founder in accordance with Section (b), except that each Founder shall be held for the purpose of securing any obligation entitled to assign such Founder’s rights to such Founder’s Escrow Pro Rata Share of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund by will, by the laws of intestacy or by other operation of law. (b) Within five Business Days following the Escrow Release Date, the Escrow Agent will be withheld from the aggregate amount of Merger Consideration otherwise payable distribute to each Company Holder pursuant to Section 2.6, with each Company HolderFounder such Founder’s Escrow Pro Rata Share of the Escrow Fund less that portion of the Escrow Fund equal that is subject to its Company Holder Percentage Interest. The an outstanding Claim Certificate that was delivered to the Shareholders’ Agent Expense Portion and necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Shareholders’ Agent on or prior to the Escrow Release Date in accordance with this Article IX. Any portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of by the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of Agent following the Escrow Fund remaining in Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct claims shall be distributed by the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders Founders within five Business Days following resolution of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) claims and in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance each such Founder’s Escrow Pro Rata Share of such portion of the Escrow Fund.

Escrow Fund. Prior to any amount being distributed to any Company Holder (a) At the Closing, Acquirer shall withhold the Escrow Amount from the portion of the Adjusted Consideration payable pursuant to Section 2.61.1(d)(i), the Section 1.1(d)(ii) and Section 1.1(d)(iii). The Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held shall constitute partial security for the purpose benefit of securing Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Company set forth in Indemnifying Holders under Section 1.2(g) and this AgreementArticle VII. Subject to Section 7.4, Acquirer shall hold the Escrow Fund until the date (the “Escrow Release Date”) that is 18 months after the Closing Date. The Adjustment Portion Indemnifying Holders shall not receive interest or other earnings on the cash in the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Indemnifying Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Indemnifying Holder, in each case prior to the distribution of the Escrow Fund will to any Indemnifying Holder in accordance with Section 7.1(b), except that each Indemnifying Holder shall be held for the purpose of securing any obligation of the Company entitled to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company assign such Indemnifying Holder’s portion rights to such Indemnifying Holder’s Pro Rata Share of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion by will, by the laws of the Escrow Fund will be held for the purpose intestacy or by other operation of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for law. (ib) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within Within five (5) Business Days after following the final determination of Escrow Release Date, Acquirer (or its agent) will distribute (by check or wire transfer to the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve account instructions set forth in the aggregate amount of all pending claims, of the Indemnity Portion Spreadsheet) to each Indemnifying Holder such Indemnifying Holder’s Pro Rata Share of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion less that portion of the Escrow Fund that was reserved relates to unsatisfied Claims for a claim made by any Indemnified Persons under Indemnifiable Damages that have not finally been disposed of or disputed claims for Indemnifiable Damages that have been objected to pursuant to Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim)7.7, and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of which amounts shall remain in the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (Fund until such Claims have been satisfied or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) resolved in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow FundSection 7.7.

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6(a) At the Closing, the Escrow Fund Acquiror will be withheld from the Merger Consideration and deposited deposit with the Escrow Agent. The Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Portion of Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Fund will be held for Amount, the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the “Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(dFund”). The Escrow Fund will be withheld from governed by the aggregate amount terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of Merger Consideration otherwise payable the Former Stakeholders to each Company Holder Acquiror pursuant to Section 2.62.13. The Stakeholders’ Agent Escrow Amount will be available, with each Company Holder’s portion without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Escrow Fund equal to its Company Holder Percentage Interest. The ShareholdersStakeholders’ Agent Expense Portion and arising out of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising or in connection with the acceptance or administration of the Shareholders’ Agent’s its duties in under this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of and the Escrow Fund remaining Agreement, and in the escrow account (in accordance with Company Holder Percentage Interests for no event will any amounts of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of Stakeholders’ Agent be paid from the Indemnity Portion of Escrow Amount. (b) On the Escrow Fund remaining in first Business Day following the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent)Initial Claim Termination Date, or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser Acquiror and the ShareholdersStakeholders’ Agent will direct be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6(a) Concurrently with the execution hereof, the Escrow Fund will be withheld from Agent, in its capacity as Exchange Agent pursuant to the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion Agreement, has established an escrow fund consisting of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for three separate escrow accounts representing (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), Holdback Escrowed Shares (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; Additional Escrowed Shares and (iii) the release Derivative Escrowed Shares (individually the “Holdback Escrowed Shares Fund”, “Additional Escrowed Shares Fund” and “Derivative Escrowed Shares Fund”, and collectively the “Escrow Fund”). The Escrow Agent shall maintain separate accounts for each Holder's and each Derivative Holder’s portion of each of the Shareholders’ three (3) separate escrow accounts comprising the Escrow Fund. (b) The Parent has withheld ten percent (10%) of the Closing Shares issuable to the Holders pursuant to the Merger Agreement, pro rata in accordance with the number of Closing Shares issuable to each Holder, which represents the Holdback Escrowed Shares Fund and shall be deposited with the Escrow Agent Expense Portion at the Effective Time. (c) In accordance with Section 2.13(b) of the Merger Agreement the Parent shall deposit with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%) of that number of shares of Parent Common Stock issuable (if any) to holders of Employee Options pursuant to Section 2.13(a)(i) of the Merger Agreement, pro rata in accordance with the number of shares of Parent Common Stock issuable to each such holder of Employee Options. (d) In accordance with Section 2.18(b) of the Merger Agreement the Parent shall deposit with the Escrow Agent into the Holdback Escrowed Shares Fund ten percent (10%) of that number of Parent Common Stock issuable (if any) to holders of Company Warrants pursuant to Section 2.18(a)(i) of the Merger Agreement, pro rata in accordance with the number of shares of Parent Common Stock issuable to each such holder of Company Warrants. (e) Promptly after the Effective Time and in no event more than three (3) Business Days thereafter Parent shall deposit and the Escrow Agent shall hold in the Additional Escrowed Shares Fund certificates representing 10,000,000 shares of Parent Common Stock, pro rata in accordance with the number of Additional Shares issuable (if any) to each Holder. (f) On the instruction of Parent, the Escrow Agent shall transfer from the Additional Escrowed Shares Fund to the Derivative Escrowed Shares Fund any Additional Escrowed Shares that become Derivative Escrowed Shares. (g) The Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Fund upon receipt of written notice from pursuant to the Shareholders’ Agentterms and conditions hereof. Following payment of the last balance remaining in the Indemnity Portion of It shall treat the Escrow Fund that was reserved for as a claim made by any Indemnified Persons under Section 9 trust fund in accordance with the terms of this Agreement and not as the property of Parent. Its duties hereunder shall cease upon its distribution of the entire Escrow Fund in accordance with this Agreement. (or h) Except as herein provided, the definitive withdrawal or resolution Holders shall retain all of such claimtheir rights as stockholders of Parent during the period the Holdback Escrowed Shares are held by the Escrow Agent (the “Holdback Escrow Period”), and after payment including, without limitation, the right to vote their Parent Common Stock Shares included in the Holdback Escrowed Shares Fund. (i) During the Holdback Escrow Period, all dividends payable in cash with respect to the shares of any Shareholders’ Agent expenses from Parent Common Stock included in the Shareholders’ Agent Expense Portion of Holdback Escrowed Shares Fund shall be paid to the Escrow FundHolders, Purchaser and the Shareholders’ Agent will direct but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to pay hold in accordance with the terms hereof. As used herein, the term “Holdback Escrowed Shares Fund” shall be deemed to include the Company Non-Cash Dividends distributed thereon, if any. (j) During the Holdback Escrow Period, no sale, transfer or other disposition may be made of any or all of the shares of Parent Common Stock in the Holdback Escrow Fund except (i) by gift to a member of a Holder's immediate family or to a trust, the beneficiary of which is a Holder or a member of a Holder's immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Holder, (iii) pursuant to a qualified domestic relations order or (iv) if the Holder is not a natural person to an “affiliate” of the Holder; provided, however, that such permissive transfers may be implemented only upon the respective transferee's written agreement to be bound by the terms and conditions of this Agreement. During the Holdback Escrow Period, the Holders shall not pledge or grant a security interest in the shares of Parent Common Stock included in the Holdback Escrow Fund or grant a security interest in their rights under this Agreement. (or k) The Holders shall not have any rights with respect to the Company Additional Escrowed Shares held by the Escrow Agent pursuant to this Escrow Agreement (including, but not limited to, the right to vote such Additional Escrowed Shares) until, and only to the extent of, the distribution of Additional Escrowed Shares to the Holders. In addition, the Holders shall not be entitled to any dividends of any of kind with respect to any Additional Escrowed Shares held by the Escrow Agent; provided, however, that were holders in the event that any stock split, reverse stock split, stock dividend (including any dividend or distribution of Vested Company Options that were cancelled under Section 2.6(c)(isecurities convertible into Parent Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock, Parent shall deposit a sufficient number of additional shares of Parent Common Stock into the Surviving Corporation for payment Additional Escrowed Shares Fund in order to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payrollcomply with Section 2.5(d) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow FundMerger Agreement.

Escrow Fund. Prior (a) Upon the Closing, the Cash Escrow Amount and the Stock Escrow Amount will be deposited into an escrow account with the Escrow Agent as specified in Section 1.4 (the aggregate amount of cash and shares of Buyer Common Stock so held in escrow from time to any amount being distributed time, together with interest, if any, and other income earned on such cash and stock dividends declared and paid in respect of such shares, the “Escrow Fund”) to any Company Holder pursuant serve as collateral and partial security for certain rights of Buyer hereunder. Except to Section 2.6, the extent there is a cancellation of shares of Buyer Common Stock held in the Escrow Fund will in connection with any Damages, shares of Buyer Common Stock held in the Escrow Fund shall be withheld treated by Buyer as issued and outstanding stock of Buyer and Sellers shall be entitled to exercise voting rights in accordance with the terms of the Escrow Agreement and to receive dividends with respect to such shares. (b) At or prior to the Closing, Buyer and Sellers’ Representative shall designate Deutsche Bank to act as escrow agent in connection with the transactions contemplated by this Agreement (the “Escrow Agent”) pursuant to the terms of an escrow agreement substantially in the form of Exhibit C (the “Escrow Agreement”), which provides, among other things, for releases from the Merger Consideration Escrow Fund, as necessary, to secure the rights of Buyer as set forth in ARTICLE VII. At the Closing, Buyer shall deposit the Cash Escrow Amount and deposited Buyer shall deposit the Stock Escrow Amount, in each case, with the Escrow Agent. The Indemnity Portion Cash Escrow Amount and the Stock Escrow Amount shall be held, administered and released by the Escrow Agent in accordance with the terms of the Escrow Fund will be Agreement. (c) The funds and shares of Buyer Common Stock held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will shall be held for released as follows: (i) to each Seller, on the purpose of securing any obligation first anniversary of the Company to make a payment to Purchaser pursuant to Section 2.13(dClosing Date (the “First Escrow Release Date”). The , such Seller’s Pro Rata Share of the First Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable Release Amount; (ii) to each Company Holder pursuant Seller, on the second anniversary of the Closing Date (the “Second Escrow Release Date”, and, together with the First Escrow Release Date, the “Escrow Release Dates”), such Seller’s Pro Rata Share of the Second Escrow Release Amount; and (iii) to Section 2.6each Seller, with each Company Holderafter the Second Escrow Release Date, such Seller’s portion Pro Rata Share of any funds and/or shares of Buyer Common Stock held in the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of secure pending claims for indemnification pursuant to ARTICLE VII, to the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising extent not released to Buyer in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending such claims, of as the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after case may be, upon the earlier of (A) the date Purchaser completes an audit final resolution of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or pending claim and (B) April 1if no Action has been commenced with respect to such pending claim, 2015; and on the six (iii6) the release month anniversary of the Shareholders’ Agent Expense Portion Second Escrow Release Date. (d) The parties hereto acknowledge and agree that Buyer shall be responsible for any initial setup fees associated with the establishment of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved as well as for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance fees, costs and expenses associated with the maintenance of the Escrow Fund.

Escrow Fund. Prior At the Effective Time the Company's stockholders will be deemed to have received and consented to the deposit with the Escrow Agent (as defined below) of the Escrow Amount (plus any amount being distributed to additional shares as may be issued upon any Company Holder pursuant to Section 2.6stock split, stock dividend or recapitalization effected by Parent after the Effective Time), without any act required on the part of any stockholder. As soon as practicable after the Effective Time, the Escrow Fund Amount, without any act required on the part of any stockholder, will be withheld from the Merger Consideration and deposited with an escrow agent acceptable to Parent and the Stockholder Representative (as defined in Section 7.2(i)(i) below) as Escrow AgentAgent (the "ESCROW AGENT"), such deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein and at Parent's cost and expense. The Indemnity Portion portion of the Escrow Fund will be held for the purpose Amount contributed on behalf of securing the indemnification obligations each stockholder of the Company set forth shall be in this Agreement. The Adjustment Portion of proportion to the Escrow Fund will aggregate Parent Common Stock to which such holder would otherwise be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to entitled under Section 2.13(d1.6(b). The Escrow Fund will Amount shall be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion funded entirely out of the Escrow Fund equal to its shares of Parent Common Stock issuable upon the Merger in respect of Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective TimeCapital Stock. The Escrow Agreement will provide Fund is available to compensate Parent and its 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 defenses (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by the Indemnified Parties, or any of them, directly or indirectly as a result of (i) the release any inaccuracy or breach of a representation or warranty of the Adjustment Portion of the Escrow Fund remaining Company contained in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made)Article II herein, (ii) any failure by the releaseCompany to perform or comply with any covenant contained herein, subject (iii) any Dissenting Share Payments, or (iv) any claim made by any person that such person is or was entitled (by contract or otherwise) to receive any amount or property in such person's -57- 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 the Merger Agreement by virtue of or as a result of the Merger, other than any claim described in clause (iii) above. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reserve reduction in the aggregate amount of all pending claims, of Merger consideration. Nothing herein shall limit the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit liability of the Company for 2014 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 Escrow Agent may execute this Agreement following the date to be confirmed in writing by Purchaser hereof and prior to the Shareholders’ Agent)Closing, or (B) April 1and such later execution, 2015; and (iii) if so executed after the release of date hereof, shall not affect the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 binding nature of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion as of the Escrow Fund, Purchaser and date hereof between the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fundother signatories hereto.

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6(a) At the Closing, the Indemnification Escrow Fund will Shares and the Primo Escrow Shares (collectively, the “Escrow Shares”) shall be withheld from registered in the Merger Consideration and deposited with name of the Escrow Agent, but for the benefit of the holders of the Outstanding TARGET Series E-3 Shares immediately prior to the Effective Time and the Management Members, and shall be deposited with an escrow agent reasonably acceptable to TARGET and PURCHASER (the “Escrow Agent”), with such deposit and any Additional Escrow Shares to constitute the escrow fund (the “Escrow Fund”) and to be governed by the terms set forth herein and in the Escrow Agreement in substantially the form of Exhibit 8 hereto (the “Escrow Agreement”). The Indemnity Portion of Indemnification Escrow Shares (but not the Primo Escrow Fund will Shares) shall be held for the purpose of securing available to compensate PURCHASER pursuant to the indemnification obligations of the Company set forth holders of the Outstanding TARGET Shares immediately prior to the Effective Time and the Management Members, and the Primo Escrow Shares (but not the Indemnification Escrow Shares) shall be held in escrow and shall be released in accordance with the further provisions of this AgreementArticle 12 and the Escrow Agreement either to the PURCHASER or to the holders, immediately prior to the Effective Time, of the Outstanding TARGET Series E-3 Shares and the Management Members. The Adjustment Portion In the event PURCHASER issues any Additional Escrow Shares, such shares will be issued in the name of the Escrow Fund will be held Agent (for the purpose of securing any obligation benefit of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion holders of the Escrow Fund equal Outstanding TARGET Series E-3 Shares immediately prior to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser Time and the Shareholders’ Agent will direct Management Members) and delivered to the Escrow Agent to pay to in the Company Holders same manner as the Escrow Shares delivered at the Closing. (or b) Except for dividends paid in stock declared with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(iEscrow Shares (“Additional Escrow Shares”), which shall be treated as Escrow Shares pursuant to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payrollSection 12.1(a) hereof, any cash dividends, dividends payable in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to securities or other distributions of any remaining balance kind made in respect of the Escrow FundShares will be delivered to the holders of the Outstanding TARGET Series E-3 Shares immediately prior to the Effective Time and the Management Members based on each such holder’s or member’s Proportionate Share thereof. Subject to Section 3.5 hereof, each such holder and member shall have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such holder’s or member’s Proportionate Share thereof so long as such Escrow Shares are held in escrow, and PURCHASER will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent’s possession pursuant to this Agreement and the Escrow Agreement, the holders of Outstanding TARGET Series E-3 Shares immediately prior to the Effective Time and the Management Members shall retain and shall be able to exercise all other incidents of ownership of such Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) No fractional shares shall be released and delivered from escrow to any holder of Outstanding TARGET Series E-3 Shares immediately prior to the Effective Time or any Management Member. In lieu of any fraction of an Escrow Share to which any such Person would otherwise be entitled, such Person will receive from PURCHASER an amount of cash (rounded to the nearest whole cent) equal to the product of such fraction multiplied by the Average Stock Price. (d) Unless and until such shares shall have been released to the holders, immediately prior to the Effective Time, of Outstanding TARGET Series E-3 Shares or to Management Members, no Escrow Shares or Additional Escrow Shares or any beneficial interest therein may be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such shares by the Escrow Agent as provided herein. (e) Subject to the terms of the Escrow Agreement, the Escrow Agent is granted the power, effective as of the Closing, to effect any transfer of Escrow Shares contemplated by this Agreement. PURCHASER will cooperate with the Escrow Agent in promptly issuing stock certificates to effect such transfers.

Escrow Fund. Prior (a) At the Effective Time, Parent will deposit the Escrow Amount with Computershare Trust Company, N.A. (or another institution selected by Parent and reasonably satisfactory to any amount being distributed to any Company Holder pursuant to Section 2.6the Company) as escrow agent (the “Escrow Agent”), the which Escrow Fund will be withheld from the Merger Consideration governed by this Agreement and deposited with the Escrow Agent. The Indemnity Portion of Agreement in substantially the form attached hereto as Exhibit K (the “Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d”). The Escrow Fund will be withheld from constitute partial security for the aggregate amount benefit of Merger Consideration otherwise payable Parent (on behalf of itself or any other Indemnified Person) with respect to each Company Holder any Indemnifiable Damages pursuant to the indemnification obligations of the Equityholders under this Article 8. The Escrow Agent will hold the Escrow Fund until 11:59 p.m. Pacific Time on the date (the “Escrow Release Date”) that is 18 months after the Effective Time. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Lien, sold, assigned or transferred by any Equityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Equityholder, in each case prior to the distribution of the Escrow Fund to any Equityholder in accordance with Section 2.68.1(b), with each Company Holder’s except by will, by the laws of intestacy or by other operation of law. (b) Within two Business Days following the Escrow Release Date, Parent and Agent will cause the Escrow Agent to deliver (i) the Escrow Fund less (ii) that portion of the Escrow Fund equal necessary to its Company Holder Percentage Interestsatisfy the maximum amount of all unresolved Claim Certificates to the Equityholders pursuant to the terms and subject to the conditions of Article 2. The Shareholders’ Agent Expense Portion Any portion of the Escrow Fund held by the Escrow Agent after the Escrow Release Date will be held for distributed by the purpose of funding any expenses Escrow Agent within two Business Days following the resolution of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration applicable Claim Certificate pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fund8.5.

Escrow Fund. Prior (a) Pursuant to any amount being distributed Sections 1.3 and 9 of the Purchase Agreement, on the Closing Date, Purchaser shall make or cause to any Company Holder pursuant be made available to Section 2.6the Escrow Agent, the Escrow Cash. Exhibit A attached hereto sets forth (i) the name, address and taxpayer identification number of each Seller, and (ii) the pro rata share of each Seller in the Escrow Fund will (each, the “Seller’s Pro Rata Share”). The Escrow Agent agrees to accept delivery of the Escrow Cash and to hold such Escrow Cash in escrow subject to the terms and conditions of this Agreement and the Purchase Agreement. (b) As of any particular time, the Escrow Agent may assume, without inquiry, that the Escrow Cash that shall have been or caused to be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion Agent by Purchaser is all of the Escrow Fund will Cash required to be held for in the purpose of securing Escrow Fund by the indemnification obligations Escrow Agent and that Exhibit A remains correct and in full force and effect. The Escrow Cash shall be held and distributed by the Escrow Agent in accordance with the provisions of the Company set forth in Purchase Agreement and this Agreement. The Adjustment Portion Neither the Escrow Cash nor any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by the Escrow Agent, Purchaser or any Seller or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of the Escrow Fund will be held for the purpose of securing Agent, Purchaser or any obligation Seller, in case of the Company Sellers, prior to make the distribution to such Seller of such Seller’s Pro Rata Share (or a payment to Purchaser pursuant to Section 2.13(d). The portion thereof) of such Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of Cash by the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (butthis Agreement, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fundif any.

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6(a) After the Closing, the Escrow Fund will Agent shall hold the Indemnity Escrow Amount pursuant to the Escrow Agreement, to be withheld from the Merger Consideration and deposited with entered into among the Escrow Agent, Parent and the Shareholders’ Agent (the aggregate amount of cash so held by the Escrow Agent from time to time in respect of the Indemnity Escrow Amount, the “Indemnity Escrow Fund”). The Indemnity Portion of the Escrow Fund will be held shall constitute partial security for the purpose benefit of securing Parent (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Company set forth in Shareholders (each an “Indemnifying Party” and, together, the “Indemnifying Parties”) under this AgreementArticle IX. Subject to Section 9.4, the Escrow Agent shall hold the Indemnity Escrow Fund until 11:59 p.m. Pacific Time on the date (the “Escrow Release Date”) that is 15 months after the Closing Date. The Adjustment Portion Indemnifying Parties will receive interest or other earnings on the cash in the Indemnity Escrow Fund on the portion of the Indemnity Escrow Fund which is released to the Indemnifying Parties from time to time. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Indemnifying Party or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Indemnifying Party, in each case prior to the distribution of the Escrow Fund will to any Indemnifying Party in accordance with Section 1.8(g) or Section 9.1(b), except that each Indemnifying Party shall be held for the purpose of securing any obligation of the Company entitled to make a payment assign such Indemnifying Party’s rights to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holdersuch Indemnifying Party’s portion Pro Rata Share of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion by will, by the laws of intestacy or by other operation of law. (b) Within three Business Days following the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (butRelease Date, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser Parent and the Shareholders’ Agent will direct shall jointly instruct the Escrow Agent distribute to pay each Indemnifying Party such Indemnifying Party’s Pro Rata Share of the Indemnity Escrow Fund, in each case less that portion of the Indemnity Escrow Fund equal to the Company Holders (or with amount of any Indemnifiable Damages not yet Finally Determined in respect of claims for indemnification specified in any Claim Certificate delivered to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), Escrow Agent and the Shareholders’ Agent on or prior to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) Escrow Release Date in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of this Article IX, which portion shall remain in the Indemnity Escrow FundFund until such claims for Indemnifiable Damages have been Finally Determined.

Escrow Fund. Prior to any amount being distributed to any Company Holder (a) At the Closing, Parent shall withhold the Escrow Amount from the Closing Stock Consideration payable pursuant to Section 2.6, 1.2(a) and shall deposit the Escrow Fund will be withheld from Amount with U.S. Bank N.A. (or another institution selected by Parent and reasonably acceptable to the Merger Consideration and deposited with Sellers) as escrow agent (the “Escrow Agent. The Indemnity Portion ”) (the aggregate value of the Escrow Amount so held by Escrow Agent from time to time, the “Escrow Fund”), which Escrow Fund will shall be held governed by this Agreement and the Escrow Agreement. The Escrow Fund shall constitute partial security for the purpose benefit of securing Parent and Acquirer (on behalf of itself or any other Indemnified Person) with respect to any indemnifiable Damages pursuant to the indemnification obligations of the Company set forth Sellers (each a “Seller Indemnifying Party” and, together with Parent, an “Indemnifying Party”) under this Article IX. Subject to Section 9.4, the Escrow Agent shall hold the Escrow Fund until 11:59 p.m. Pacific Standard Time on the date (the “Escrow Release Date”) that is nine (9) months after the Closing. None of the parties will receive interest or other earnings on the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any party or be taken or reached by any legal or equitable process in this Agreement. The Adjustment Portion satisfaction of any debt or other Liability of any party, in each case prior to the distribution of the Escrow Fund will be held for to such party in accordance with this Article IX. (b) Within five (5) Business Days following the purpose of securing any obligation Escrow Release Date, the Escrow Agent, pursuant to the terms of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund Agreement, will be withheld from the aggregate amount of Merger Consideration otherwise payable distribute to each Company Holder pursuant to Section 2.6Seller such Sellers’s Pro Rata Share of the Escrow Fund, with in each Company Holder’s case less that portion of the Escrow Fund equal that is determined in good faith, in the reasonable judgment of Parent, to its Company Holder Percentage Interestbe necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered by Parent to the Sellers on or prior to the Escrow Release Date in accordance with this Article IX, which portion shall remain in the Escrow Fund until such claims for Damages have been resolved or satisfied. The Shareholders’ Agent Expense Portion Any portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of by the Escrow Fund remaining in Agent following the escrow account (in accordance Escrow Release Date with Company Holder Percentage Interests respect to pending but unresolved claims for any amounts payable indemnification that is not awarded to Parent upon the resolution of such claims shall be distributed by the Escrow Agent to the Company Holders) Sellers within five (5) Business Days after the final determination following resolution of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (such claims and in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution Sellers’s Pro Rata Share of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance portion of the Escrow Fund.

Escrow Fund. Prior Concurrently with the execution and delivery of the Escrow Agreement, and pursuant to applicable provisions thereof, the parties shall cause the Escrow Agent to establish (a) an escrow account to hold in trust the Indemnity Escrow Amount, together with any interest and earnings accrued thereon (the “Indemnity Escrow Fund”), and (b) an escrow account to hold in trust the Adjustment Escrow Amount, together with any interest and earnings accrued thereon (the “Adjustment Escrow Fund”, together with the Indemnity Escrow Fund, the “Escrow Fund”), in accordance with the Escrow Agreement, free of any Encumbrance or other claim of any creditor of any of the parties, which amount, in respect of the Adjustment Escrow Fund, will be payable to the Sellers less any amount being distributed paid to any Company Holder the Purchaser as an adjustment to the Purchase Price pursuant to Section 2.62.2 and, in respect of the Indemnity Escrow Fund, will be payable to the Sellers less any pending or paid indemnification claims asserted pursuant to Article 10 or Article 11. The Indemnity Escrow Fund and the Adjustment Escrow Fund will be withheld from the Merger Consideration and deposited held in accordance with the terms of this Agreement and the Escrow AgentAgreement. The Adjustment Escrow Fund will be released in accordance with Section 2.2(h) and the Indemnity Portion of the Escrow Fund will be held for a period beginning on the purpose Closing Date and ending on the later of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release first anniversary of the Adjustment Portion Closing Date or (ii) March 31 of the calendar year after the calendar year in which the Closing occurs (the “Escrow Fund remaining Survival Date”), subject to extension as provided in the escrow account (in accordance Escrow Agreement with Company Holder Percentage Interests for any amounts payable respect to the Company Holders) within claims that remain subject to dispute on such date. Within five (5) Business Days after the final determination of the Merger Consideration pursuant Escrow Survival Date, Purchaser and Sellers shall cause the Escrow Agent to Section 2.13(c) (but, for release and pay to Sellers an amount equal to the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) Indemnity Escrow Fund then held by the release, subject to a reserve Escrow Agent less the amount in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal subject to any remaining balance of the Escrow FundClaim Notice.

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6(a) At the Effective Time, Acquirer shall withhold the Escrow Fund will be withheld Amount from the Merger Consideration otherwise payable pursuant to Section 1.3(a)(i) (with respect to shares of Company Capital Stock), Section 1.3(a)(iii) (with respect to vested In the Money Options) and deposited Section 1.3(a)(iv) (with respect to In the Money Warrants) and shall deposit the Escrow Amount with U.S. Bank National Association (or another institution selected by Acquirer and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by the Escrow Agent from time to time, together with any interest earned on such cash, the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the Escrow Agreement. The Indemnity Portion of the Escrow Fund will be held shall constitute partial security for the purpose benefit of securing Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Company set forth in Converting Holders under Section 1.5 and the indemnification obligations of the Converting Holders under this AgreementArticle VIII. The Adjustment Portion of Subject to Section 8.4, the Escrow Agent shall hold the Escrow Fund will be held for until 11:59 p.m. local time on the purpose of securing any obligation of date (the Company to make a payment to Purchaser pursuant to Section 2.13(d). The “Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement Release Date”) that is 15 months after the Effective Time. The Except as provided in the Escrow Agreement will provide for Agreement, the Converting Holders shall not receive interest or other earnings on the cash in the Escrow Fund. Neither the Escrow Fund (iincluding any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the release of the Adjustment Portion distribution of the Escrow Fund remaining in the escrow account (to any Converting Holder in accordance with Company Section 8.1(b), except that each Converting Holder Percentage Interests for any amounts payable shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Company HoldersEscrow Fund by will, by the laws of intestacy or by other operation of law. (b) within Within five (5) Business Days after following the final determination Escrow Release Date, Acquirer (or its agent) will distribute to each Converting Holder such Converting Holder’s Pro Rata Share of the Merger Consideration pursuant to Section 2.13(c) (butremaining Escrow Fund less that portion of the remaining Escrow Fund that is determined, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount reasonable judgment of Acquirer, to be necessary to satisfy all pending claimsunsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to the Converting Holders’ Agent on or prior to the Escrow Release Date in accordance with this Article VIII, of the Indemnity Portion of which portion shall remain in the Escrow Fund remaining in the escrow account until such claims for Indemnifiable Damages have been resolved or satisfied (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (and shall be distributed promptly upon such date to be confirmed in writing by Purchaser to the Shareholders’ Agentresolution or satisfaction), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fund.

Escrow Fund. Prior (a) At the Effective Time, Parent will deposit the Escrow Fund with Computershare Trust Company, N.A. (or another institution mutually agreeable to any amount being distributed to any Company Holder pursuant to Section 2.6Parent and the Company) as escrow agent (the “Escrow Agent”), the which Escrow Fund will be withheld from the Merger Consideration governed by this Agreement and deposited with the Escrow Agent. The Indemnity Portion of Agreement in substantially the form attached hereto as Exhibit K (the “Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d”). The Escrow Fund will be withheld from constitute partial security for the aggregate amount benefit of Merger Consideration otherwise payable Parent (on behalf of itself or any other Indemnified Person) with respect to each Company Holder any Indemnifiable Damages pursuant to the indemnification obligations of the Equityholders under this Article 8. The Escrow Agent will hold the Escrow Fund until 11:59 p.m. Pacific Time on the date (the “Escrow Release Date”) that is 15 months after the Effective Time. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Lien, sold, assigned or transferred by any Equityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Equityholder, in each case prior to the distribution of the Escrow Fund to any Equityholder in accordance with Section 2.68.1(b), with each Company Holder’s except by will, by the laws of intestacy or by other operation of law. (b) Within two Business Days following the Escrow Release Date, Parent and Agent will cause the Escrow Agent to deliver (i) the Escrow Fund less (ii) that portion of the Escrow Fund equal necessary to its Company Holder Percentage Interestsatisfy the maximum amount of all unresolved Claim Certificate to the Equityholders pursuant to the terms and subject to the conditions of Article 2. The Shareholders’ Agent Expense Portion Any portion of the Escrow Fund held by the Escrow Agent after the Escrow Release Date will be held for distributed by the purpose of funding any expenses Escrow Agent within two Business Days following the resolution of the Shareholders’ applicable Claim Certificate pursuant to Section 8.5. (c) Parent and the Agent arising will cause distributions from the Escrow Fund to Parent or any other Indemnified Person in connection accordance with this Article 8 to be made in cash and Parent Shares ratably, with the administration amount of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for cash being equal to (i) the release total value of the Adjustment Portion portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable being released to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), Equityholders at such time multiplied by (ii) the releaseCash Consideration Percentage, subject to a reserve and the remaining portion being distributed in Parent Shares, in each case with each Parent Share being valued at the aggregate amount Parent Stock Price and with the number of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable Parent Shares being released being rounded up to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fundnearest whole share.

Escrow Fund. Prior The Escrow Amount (i) shall be held in an account of the Escrow Agent, to be established and maintained by the Escrow Agent, and (ii) as adjusted from time to time, together with any amount being distributed interest thereon, shall be referred to any Company Holder pursuant to Section 2.6, as the “Escrow Fund”. The Escrow Agent shall release the Escrow Fund will be withheld from in accordance with the Merger Consideration terms of the Escrow Agreement. The Sellers’ Representative (acting solely on behalf of the Sellers and deposited with in its capacity as the Sellers’ Representative, not in its individual capacity) and the Purchaser each agrees to reimburse the Escrow Agent (or each other in the event that either has already paid amounts to the Escrow Agent. The Indemnity Portion ) for fifty percent (50%) of any amounts that become due to the Escrow Agent pursuant to the terms of the Escrow Fund will be held for Agreement; provided that the purpose of securing foregoing provision allocating liability fifty percent (50%) to the indemnification obligations Purchaser and fifty percent (50%) to the Sellers’ Representative (acting solely on behalf of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will Sellers) may not be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for relied upon: (i) by the release Purchaser where the liability to the Escrow Agent has resulted from the Purchaser’s fraud, gross negligence or willful misconduct, in which case the Sellers’ Representative shall be entitled to seek reimbursement from the Purchaser to the extent the Sellers’ Representative (acting solely on behalf of the Adjustment Portion of Sellers) has paid to the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for Agent any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), in connection therewith; or (ii) by the release, subject Sellers’ Representative where the liability to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent has resulted from the Sellers’ Representative’s or any Seller’s fraud, gross negligence or willful misconduct, in which case the Purchaser shall be entitled to pay seek reimbursement from the Sellers to the Company Holders (or with respect extent the Purchaser has paid to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) Escrow Agent any amounts in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fundconnection therewith.

Escrow Fund. Prior to any amount being distributed to any Company Holder pursuant to Section 2.6At the Effective Time, the Escrow Fund Company's stockholders will be withheld from the Merger Consideration deemed to have received and deposited with the Escrow AgentAgent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any stockholder, will be deposited with an institution acceptable to Parent and the Securityholder Agent (as defined in Section 7.2(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 Parent's cost and expense. The Indemnity Portion portion of the Escrow Fund will be held for the purpose Amount contributed on behalf of securing the indemnification obligations each stockholder of the Company set forth shall be in this Agreementproportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Adjustment Portion No portion of the Escrow Fund will Amount shall be held for the purpose contributed in respect of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d)Options or Warrants. The Escrow Fund will shall be withheld from the aggregate amount of Merger Consideration otherwise payable available to each Company Holder pursuant to Section 2.6compensate Parent and its affiliates for any claims, losses, liabilities, damages, costs and expenses, including, with each respect to claims asserted by third parties, reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) as a result of any breach of a representation or warranty of the Company Holder’s portion contained in Article II herein (as modified by the Company Disclosure Schedules, without giving effect to any update thereto), or any breach by the Company of any covenant contained herein; provided, however, that Parent may not receive any shares from the Escrow Fund equal unless and until (and then only to its the extent that) such Losses exceed in the aggregate $500,000. Parent and the Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time. The Escrow Agreement will provide for (i) , which if resolved at the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject Effective Time would have led to a reserve reduction in the aggregate amount of all pending claims, of Merger Consideration. Nothing herein shall limit the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit liability of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment breach of any Shareholders’ Agent expenses from representation, warranty or covenant if the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow FundMerger does not close.

Escrow Fund. (a) Prior to any amount being distributed to any Company Holder pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this AgreementAgreement and the obligations pursuant to Section 2.13(d) and Section 7.5. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation the obligations of the Company to make a payment to Purchaser pursuant to Holders set forth in Section 2.13(d)2.13 of this Agreement. The Stockholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Stockholders’ Agent arising in connection with the administration of the Stockholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each the amount withheld equal to such Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion Interest of the Escrow Fund will be held for the purpose aggregate amount of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective TimeMerger Consideration otherwise payable to such Company Holder pursuant to Section 2.6. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all for pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier eighteen (18)-month anniversary of the Closing Date, (Aii) the date Purchaser completes an audit release of the Company for 2014 (such date Adjustment Portion of the Escrow Fund upon Final Merger Consideration being finally determined pursuant to be confirmed in writing by Purchaser to the Shareholders’ Agent)Section 2.13, or (B) April 1, 2015; and (iii) the release of the ShareholdersStockholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the ShareholdersStockholders’ Agent. Following payment of Upon the last balance remaining in release and distribution to the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment Company Holders of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion portion of the Escrow Fund, Purchaser and each Company Holder shall be entitled to receive an amount equal to the Shareholders’ Agent will direct portion of the Escrow Agent to pay to Fund being released and distributed multiplied by the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving CorporationHolder’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow FundInterest.

Escrow Fund. Prior The Acquiror simultaneously herewith delivers to any amount being distributed to any Company Holder pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable the Purchase Agreement, an amount in cash equal to US$13,600,000 (the Company Holders“Escrow Cash”) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of be held by the Escrow Fund remaining in the escrow account (Agent in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 terms of this Agreement (Escrow Cash so held by the Escrow Agent, from time to time, together with any additional deposits made by Acquiror upon determination of the Adjusted Base Purchase Price and with any interest or other income earned thereon, being hereinafter referred to as the definitive withdrawal or resolution “Escrow Funds”). By wire transfer of such claim)the Acquiror payable to the Escrow Agent, and after the Acquiror shall make a payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion 10% of the Escrow Fund, Purchaser and amount of any increase in the Shareholders’ Agent will direct Preliminary Base Purchase Price pursuant to Section 2.10(h)(iii) of the Purchase Agreement in accordance with Section 2.11 of the Purchase Agreement. The Escrow Agent hereby agrees to pay to the Company Holders (or act with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), Escrow Funds as hereinafter set forth. The Escrow Funds will be retained by the Escrow Agent for safekeeping pursuant to the Surviving Corporation terms hereof (a) as security for payment the indemnity obligations of the Sellers under Article VII of the Purchase Agreement, (b) to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) satisfy, in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance Sections 2.10 and 2.11 of the Purchase Agreement, any post-closing adjustment obligations to the Acquiror pursuant to Section 2.10(h)(i) of the Purchase Agreement and (c) to receive into the Escrow FundFunds 10% of any increase in the Preliminary Base Purchase Price as set forth in Sections 2.10 and 2.11 of the Purchase Agreement in the event of an increase to the Preliminary Base Purchase Price under Section 2.10(h)(iii).