Common use of Escrow Clause in Contracts

Escrow. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. The Escrow Deposit shall be held and disbursed by parties to the Escrow Agent in accordance with an Agreement shall instruct the Escrow Agreement. If the Closing occursAgent, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) terms of the Escrow Deposit Agreement, to promptly pay any amounts due and the maximum liability of any Shareholder for the Excluded Obligations shall be limited owing to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up Purchaser pursuant to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes provisions of this Agreement, a “Pro Rata Portion” including, without limitation, pursuant to Section 10.2(a) out of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4Funds. Notwithstanding anything to the contrary contained herein, recourse of Purchaser to the Shareholders Escrow Funds pursuant to the Escrow Agreement shall be the sole and exclusive remedy of Purchaser and the other Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in or breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement or any of the other Transaction Documents, and in no event shall the ESOP, the Option Holders or the SARs Holders be liable to any Purchaser Indemnitee for any amounts in excess of the Escrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, the ESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the Company on behalf of, and to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of an amount equal to the aggregate amount, if any, of all Losses with respect to which Purchaser Indemnitees have no liability properly asserted, prior to such time in accordance with this Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at such time. Thereafter, as soon as reasonably practicable after the resolution of each such outstanding indemnification claim, if any, but in no event later than five (5) Business Days thereafter, the ESOP and Purchaser shall each direct the Escrow Agent, after disbursement to Purchaser Indemnitees of the applicable portion of the Escrow Funds, if any, pursuant to this Article XII until X in connection with such resolution, to release to the aggregate Losses are ESOP and to the Company on behalf of, and to be paid to, the Options Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of $100,000, at which point the Shareholders shall only be liable for the remaining aggregate amount of Losses in excess of with respect to such amountunresolved indemnification claims.

Escrow. The Escrow Deposit shall be held On or prior to the Closing, the Equityholder Representative, the Buyer and disbursed by the Escrow Agent in accordance with an shall enter into the Escrow Agreement. If Promptly following the twelve (12) month anniversary of the Closing occursDate (the “Survival Date”), Parent, First Acquisition Corp. the Buyer and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII Equityholder Representative shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect deliver a joint written notice to the Excluded Obligations, Escrow Agent to deliver (a)(i) the maximum liability portion of any Shareholder shall be limited to such Shareholdereach former Stockholder’s Pro Rata Portion (as defined below) Fully Diluted Percentage of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) sum of the Losses up to the aggregate remaining amount of the Merger Consideration which such Shareholder is entitled (less Indemnity Escrow Fund minus any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, amounts that no Shareholder shall have would be necessary to satisfy any liability then pending and unsatisfied or unresolved claim for indemnification pursuant to Section 12.1(b8.2 if such claim(s) on account were resolved in full in favor of any other Shareholder. For purposes the Buyer Indemnified Persons (which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved) (such sum, the “Distributable Amount”), attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (ii) the portion of this Agreement, a “Pro Rata Portion” each former holder’s Fully Diluted Percentage of a Shareholder the Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to any Losses or as Shares) previously held by such former holder to the Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Surviving Corporation’s payroll system; provided that if no such notice is delivered to the Escrow Deposit Agent within five (5) Business Days after the Survival Date, the Escrow Agent shall be equal automatically and without further action by either the Buyer or the Equityholder Representative release the Distributable Amount in accordance with the preceding sentence. Promptly following the time that any such pending and unsatisfied or unresolved claims have been finally resolved, the Buyer and the Equityholder Representative shall deliver a joint written notice to the percentage Escrow Agent to deliver (x) the portion of each former Stockholder’s Fully Diluted Percentage of the Merger Consideration revised Distributable Amount attributable to which Shares (as opposed to In-the-Money Options or RSUs) previously held by such Shareholder is entitled former Stockholder, subject to Section 2.8, to such former Stockholder as set forth on Schedule 12.4. Notwithstanding anything soon as practicable and (y) the portion of each former holder’s Fully Diluted Percentage of the revised Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by such former holder to the contrary contained herein, Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountSurviving Corporation’s payroll system.

Escrow. The As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 1,100,000 of the Holdco Shares to be issued to the Stockholders pursuant to the Transaction Merger (the “Escrow Deposit Shares”) shall be held deposited in escrow (the “Escrow Account”), which shall be allocated among the Stockholders in the same proportion as their proportionate share of the total Company Common Shares immediately prior to the Effective Time, all in accordance with the terms and disbursed by conditions of the escrow agreement to be entered into at the Closing between Holdco, the Representative, and Continental, as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). On the first anniversary of the Closing Date (the “Basic Indemnity Escrow Termination Date”), the Escrow Agent in accordance with an shall release 550,000 of the original number of Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect Shares to the Excluded ObligationsStockholders, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from of such Shareholder’s Pro Rata portion shares applied in satisfaction of the Escrow Deposit); provided, however, that no Shareholder shall have any liability a claim for indemnification pursuant to Section 12.1(bArticle VII and any of such shares related to a claim that is then unresolved, in the same proportions as originally deposited into escrow. The remaining Escrow Shares (the “Environmental Indemnity Shares”) on account shall be available for indemnification only with respect to Environmental Indemnification Claims (each as hereinafter defined). On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any other Shareholderof such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as Any Escrow Shares held with respect to any Losses or unresolved claim for indemnification and not applied as indemnification with respect to the Escrow Deposit such claim upon its resolution shall be equal delivered to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4Persons promptly upon such resolution. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability “Environmental Indemnification Claim” means a claim for indemnification pursuant to this Article XII until VII with respect to (y) a breach of the aggregate Losses are representations and warranties set forth in excess of $100,000, at which point Section 2.17 and (z) the Shareholders shall only be liable for the amount of Losses matters referred in excess of such amountSchedule 2.17.

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. Parent and Second Acquisition Corp. Buyer agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII XI shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.Buyer’s sole and exclusive remedy and recourse against the Shareholders Company and the Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded ObligationsObligations or as otherwise provided in Section 6.11, the maximum liability of the Company and the Stockholders collectively shall be limited to the Escrow Deposit and of any Shareholder Stockholder shall be limited to such ShareholderStockholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of the Company and the Stockholders collectively for the Excluded Obligations shall be limited to the Purchase Price (less any Shareholder amount previously recovered under this Article XII from the Escrow Deposit) and of any Stockholder for the Excluded Obligations shall be limited to such ShareholderStockholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration Purchase Price which such Shareholder Stockholder is entitled (less any amount previously recovered under this Article XII XI from such ShareholderStockholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder Stockholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration Purchase Price to which such Shareholder Stockholder is entitled as set forth on Schedule 12.411.4. To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, disposed of or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to and in lieu of the shares of Parent Common Stock so sold, Parent shall be entitled to recover against any and all cash or other proceeds so obtained. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow in the same proportion as such Cash Escrow and Stock Escrow bears to the total Escrow Deposit. Notwithstanding anything to the contrary contained herein, neither the Shareholders Company nor the Stockholders shall have no any liability for indemnification pursuant to this Article XII XI until the aggregate Losses are in excess of $100,00025,000, at which point the Shareholders Company and the Stockholders shall only be liable for the full amount of all Losses in excess of including such amount.

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. Parent and Second Acquisition Corp. Buyer agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII XI shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.Buyer’s sole and exclusive remedy and recourse against the Shareholders Company and Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, Section 2.11 Indemnifiable Matters or as otherwise provided in Section 6.11, the maximum aggregate liability of the Company and the Stockholders collectively shall be limited to the Escrow Deposit and of any Shareholder Stockholder individually shall be limited to such ShareholderStockholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum aggregate liability of any Shareholder the Company and the Stockholders collectively for the Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be limited to the Purchase Price and of any Stockholder individually for the Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be limited to such ShareholderStockholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration Purchase Price which such Shareholder Stockholder is entitled entitled. The maximum aggregate liability of the Stockholders for the Section 2.11 Indemnifiable Matters shall be limited as follows: (less any amount previously recovered under this Article XII from a) for Section 2.11 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the one (1) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such ShareholderStockholder’s Pro Rata portion Portion of $6,500,000, (b) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the one (1) year anniversary of the Escrow Deposit); providedClosing Date and continuing until the two (2) year anniversary of the Closing Date, howeverthe maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $4,550,000, that no Shareholder (c) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the two (2) year anniversary of the Closing Date and continuing until the three (3) year anniversary of the Closing Date, the maximum liability of each Stockholder shall have any be limited to such Stockholder’s Pro Rata Portion of $2,600,000, and (iv) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the three (3) year anniversary of the Closing Date and continuing until the four (4) year anniversary of the Closing Date, the maximum liability for indemnification pursuant of each Stockholder shall be limited to Section 12.1(b) on account such Stockholder’s Pro Rata Portion of any other Shareholder$1,300,000. For the purposes of this Agreement, a “Pro Rata Portion” of a Shareholder Stockholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration Purchase Price to which such Shareholder Stockholder is entitled as set forth on Schedule 12.41.5. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow as set forth in the Escrow Agreement. Notwithstanding anything to the contrary contained hereinabove, all Losses with respect to any Section 2.11 Indemnifiable Matters shall be included for purposes of determining whether the Shareholders shall maximum liability limits set forth above have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountbeen reached.

Escrow. The At the Closing, PEGC I OP shall cause the Escrowed Consideration to be deposited into an escrow account (the “Escrow Deposit shall Account”) established pursuant to the Escrow Agreement, with such Escrowed Consideration to be held in the Escrow Account as a source of funds for any amounts owing to any PEGC I Indemnitees under (and disbursed subject to the limitations in) Article X and Section 8.01(a). (a) On the first (1st) anniversary of the Closing Date (the “Termination Date”), the Escrow Agent shall deliver to PELP (for the benefit of the Contributors) all OP Units then held by the Escrow Agent in accordance with an the Escrow Agreement. If Account in excess of the Closing occurs, Parent, First Acquisition Corp. Statute of Limitations Escrow Amount and Second Acquisition Corp. agree (b) on the date that is thirty (30) days after the Parent’s, First Acquisition Corp.’s expiration of the applicable statute of limitations for the representations and Second Acquisition Corp.’s right warranties relating to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s Taxes contained in Section 3.15 and Second Acquisition Corp.’s sole and exclusive remedy and recourse against Section 3.25 (the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations“Statute of Limitations Termination Date”), the maximum liability of any Shareholder Escrow Agent shall be limited deliver to such Shareholder’s Pro Rata Portion PELP (as defined below) for the benefit of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined belowContributors) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of all OP Units then held by the Escrow Deposit)Agent in the Escrow Account; provided, however, that no Shareholder shall have any liability if prior to the Termination Date or, as applicable, the Statute of Limitations Termination Date, PEGC I OP notifies the Escrow Agent in writing that all or a portion of the OP Units then remaining in the Escrow Account are subject to claims for indemnification pursuant properly made in accordance with this Agreement that have not been finally determined as of such date (including any potential Third-Party Claim referred to in Section 12.1(b10.05, whether or not such claim has actually been made or threatened against the Indemnified Party) on account (the “Outstanding Claims”), the number of any other Shareholder. For purposes OP Units delivered to PELP (for the benefit of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit Contributors) upon the Termination Date shall be equal to the percentage number of OP Units then held by the Escrow Agent in the Escrow Account, less the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number). If at any time after the Termination Date or Statute of Limitations Termination Date, as applicable, the number of OP Units then held by the Escrow Agent in the Escrow Account exceeds the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number), the Contributors’ Representative and PEGC I OP shall execute and deliver a certificate requesting the Escrow Agent to deliver such excess number of OP Units to PELP (for the benefit of the Merger Consideration Contributors) and the Escrow Agent shall deliver to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable PELP (for the amount benefit of Losses in the Contributors) such excess number of such amountOP Units.

Escrow. The Escrow Deposit As security for a Participant’s faithful performance of the provisions of this Agreement, the participant agrees that the stock certificate(s) evidencing the Restricted Shares shall be held and disbursed by delivered to the Escrow Agent Holder, who is hereby appointed to hold such stock certificate(s) in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Restricted Shares as are in accordance with an Escrow the terms of this Agreement. If The Escrow Holder will act solely for the Closing occurs, Parent, First Acquisition Corp. Corporation as its agent and Second Acquisition Corp. not as a fiduciary. The Participant and the Corporation agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right Escrow Holder will not be liable to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable either (or to any Indemnifiable Mattersother party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of the Escrow Holder under this subsection (c). Except The Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel (which may be counsel for the Corporation) and obey any order of any court with respect to the Excluded Obligationstransactions contemplated by this Agreement. In the event that the Corporation exercises its right to repurchase Restricted Shares held by the Escrow Holder, then upon payment by the Corporation of the Consideration for such Restricted Shares, the maximum liability of any Shareholder Escrow Holder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up deliver to the aggregate amount of Corporation the Merger Consideration which stock certificate(s) evidencing those Restricted Shares. The Escrow Holder is empowered to act as the Participant’s attorney-in-fact to make such Shareholder is entitled (less any amount previously recovered endorsements and execute such stock powers as may be necessary to effect the repurchase contemplated under this Article XII Section. The Escrow Holder will release from such Shareholder’s Pro Rata portion of the Escrow Deposit); providedescrow, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as and deliver to the Escrow Deposit shall be equal Participant, only those stock certificates that evidence the Restricted Shares for which the Corporation’s right to the percentage of the Merger Consideration to which such Shareholder is entitled repurchase, as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained hereindescribed in subsection (b) above, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amounthas expired.

Escrow. The Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. Parent and Second Acquisition Corp. Buyer agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s their right to indemnification pursuant to this Article XII XI shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.Buyer’s sole and exclusive remedy and recourse against the Shareholders Company and the Sole Member for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded ObligationsObligations or as otherwise provided in Section 6.11, the maximum liability of any Shareholder the Company and the Sole Member collectively shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder the Company and the Sole Member collectively for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled Purchase Price (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided. To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, howeverdisposed of or otherwise transferred by the Sole Member or any affiliate in an arms-length transaction, that no Shareholder then with respect to and in lieu of the shares of Parent Common Stock so sold, Parent shall have be entitled to recover against any liability for indemnification and all cash or other proceeds so obtained. Any Losses payable pursuant to this Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to 11.4 from the Escrow Deposit shall be equal paid from the Cash Escrow and the Stock Escrow in the same proportion as such Cash Escrow and Stock Escrow bears to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4total Escrow Deposit. Notwithstanding anything to the contrary contained herein, neither the Shareholders Company nor the Sole Member shall have no any liability for indemnification pursuant to this Article XII XI for Indemnifiable Matters arising from breaches of any representations and warranties until the aggregate Losses are in excess of $100,00025,000, at which point the Shareholders Company and the Sole Member shall only be liable for the full amount of all Losses in excess of including such amount.

Escrow. The At the Effective Time, the Escrow Deposit Amount shall be held and disbursed delivered or caused to be delivered by Parent to The Bank of New York Mellon as escrow agent (the “Escrow Agent”), pursuant to the provisions of the escrow agreement in substantially the form attached as Exhibit D hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by Parent and the Stockholders’ Representative (the “Escrow Agreement”). CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. 13 The Escrow Agreement shall be entered into prior to the Effective Time, by and among Parent, the Stockholders’ Representative, on behalf of the Escrow Holders, and the Escrow Agent, and shall provide Parent with recourse against amounts held in accordance escrow by the Escrow Agent with an respect to Damages and the Indemnifying Holders’ indemnification obligations under Section 7.8 and Article IX, subject to the terms and conditions set forth in the Escrow Agreement and in such Section 7.8 and Article IX of this Agreement (the “Escrow Funds”). The Escrow Amount (or any portion thereof) shall be distributed to the Escrow Holders (or, in the case of Escrow Holders that were holders of Eligible Vested Company Options, to the Surviving Corporation for distribution to such Escrow Holders net of applicable withholding amounts) and Parent at the times, and upon the terms and conditions, set forth in the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. The terms and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) provisions of the Escrow Deposit Agreement and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) transactions contemplated thereby are specific terms of the Losses up to Merger, and the aggregate amount approval and adoption of this Agreement and approval of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion by the holders of Company Stock and, in the case of the Escrow Deposit); providedPrincipal Stockholders, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes their execution and delivery of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or shall constitute approval by such holders, as to the specific terms of the Merger, and the irrevocable agreement of such holders to be bound by and comply with, the Escrow Deposit shall Agreement and all of the arrangements and provisions of this Agreement relating thereto, including, without limitation, the deposit of the Escrow Amount into escrow, the obligations with respect to Damages, the indemnification obligations set forth in Section 7.8 and Article IX hereof and the appointment and sole authority to act on behalf of such holders of the Stockholders’ Representative, as provided for herein and in the Escrow Agreement. The release of the Escrow Funds (or any portion thereof) will occur on the fifteen (15) month anniversary of the Closing, and will be equal subject to the percentage terms hereof and of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountEscrow Agreement.

Escrow. The Prior to the Closing, the Representative, Parent and Merger Sub shall enter into an Escrow Deposit shall Agreement with the Escrow Agent substantially in the form of Exhibit E, subject to any administrative changes as may be held and disbursed required by the Escrow Agent in accordance with an (the “Escrow Agreement”). If Concurrently with the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that payment to the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification Exchange Agent pursuant to this Article XII Section 1.07(b), the Surviving Company shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect deposit an amount of cash equal to the Excluded ObligationsEscrow Amount (but only to the extent of the excess, if any, of (a) the maximum liability Additional Consideration over (b) the sum of (1) the Additional Consideration Holdback Amount, (2) the Stockholder Tax Holdback Amount, (3) the Stockholder Tax Special Fund, (4) the Second Tier Aggregate Catch-Up Option Consideration, if any Shareholder and (5) the Premium Amount, if applicable) with the Escrow Agent for use in connection with the Securityholders’ obligations pursuant to the indemnification provisions of this Agreement. Subject to Section 7.01(e) any Escrow Amount remaining on the General Survival Termination Date (but in any event not before payment to the Exchange Agent is required to be made pursuant to Section 1.07(b)) shall be limited paid by the Escrow Agent (but in any event, not before the payment is made to the Exchange Agent pursuant Section 1.07(b)) (and Parent and the Representative shall cause the applicable Parent Authorized Person and Representative Authorized Person, respectively, promptly to deliver to the Escrow Agent a Joint Written Direction instructing the Escrow Agent to make such Shareholder’s Pro Rata Portion deliveries) (as defined belowA) subject to Section 1.12 by delivering to the Exchange Agent, for the benefit of the Escrow Deposit Common Stockholders and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) Preferred Stockholders in respect of the Losses up shares of Company Stock held by them as of the Reference Time (other than Dissenting Shares), an amount equal to the aggregate amount product of (1) the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit)Amount to be distributed multiplied by (2) the Stockholder Percentage, and the Exchange Agent shall distribute to each such Common Stockholder and Preferred Stockholder (other than holders of Dissenting Shares) its Pro Rata Stock Percentage of the portion of the Escrow Amount so distributed, and (B) by delivering to the Surviving Company for the benefit of the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (1) the portion of the Escrow Amount to be distributed, multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of such In-the-Money Options or Restricted Stock Units its Pro Rata Award Percentage of the portion of the Escrow Amount so distributed (less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company, on or as promptly as practicable after the General Survival Termination Date; provided, however, that no Shareholder to the extent a Parent Indemnified Party has delivered an Indemnification Notice in respect of any claim(s) as of the General Survival Termination Date that has not yet been resolved, the amount of any and all such unresolved claims shall have continue to be held back by the Escrow Agent until the final resolution of any liability for indemnification such unresolved claim pursuant to Section 12.1(b) on account the terms of this Agreement. Upon the final resolution of any other Shareholder. For purposes such unresolved claim after the General Survival Termination Date, (a) if and to the extent any such claim is resolved such that a Parent Indemnified Party is owed indemnification by the Securityholders pursuant to the terms of this Agreement, a “Pro Rata Portion” of a Shareholder as Parent and the Representative shall cause the applicable Parent Authorized Person and Representative Authorized Person, respectively, promptly to any Losses or as deliver to the Escrow Deposit Agent a Joint Written Direction instructing the Escrow Agent to distribute to the applicable Parent Indemnified Party that portion of the Escrow Amount and (b) if and to the extent any such claim is resolved such that the applicable Parent Indemnified Party is not entitled to indemnification from the Securityholders pursuant to the terms of this Agreement, the portion of the Escrow Amount relating to such claim (or the portion of such claim for which the applicable Parent Indemnified Party is not entitled to indemnification) shall be released (but only to the extent that the amount of funds remaining in the escrow account would otherwise exceed the aggregate amount of all unresolved claims) and Parent and the Representative shall cause the applicable Parent Authorized Person and Representative Authorized Person, respectively, promptly to deliver to the Escrow Agent a Joint Written Direction instructing the Escrow Agent to (A) subject to Section 1.12 deliver to the Exchange Agent, for the benefit of the Common Stockholders and Preferred Stockholders in respect of the shares of Company Stock held by them as of the Reference Time (other than Dissenting Shares), an amount equal to the percentage product of (1) the portion of the Merger Consideration Escrow Amount to which be distributed multiplied by (2) the Stockholder Percentage, and the Exchange Agent shall distribute to each such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything Common Stockholder and Preferred Stockholder (other than holders of Dissenting Shares) its Pro Rata Stock Percentage of the portion of the Escrow Amount so distributed, and (B) deliver to the contrary contained hereinSurviving Company for the benefit of the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the Shareholders shall have no liability for indemnification pursuant product of (1) the portion of the Escrow Amount to this Article XII until be distributed, multiplied by (2) the Award Holder Percentage, less the aggregate Losses are in excess of $100,000applicable Forfeited Amounts, at which point with the Shareholders shall only be liable for the amount of Losses in excess Surviving Company to distribute to each such holder of such amountIn-the-Money Options or Restricted Stock Units its Pro Rata Award Percentage of the portion of the Escrow Amount so distributed (less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company.

Escrow. The Escrow Deposit Reserve Amount shall be held and disbursed by deposited with the Escrow Agent in accordance with an the escrow account (the “Escrow AgreementAccount”) and shall be available to compensate Spectrum and Buyer (on behalf of itself or any other Buyer Indemnitees) for Losses pursuant to the indemnification obligations of Sellers and the Stockholder. If Each indemnified party (the Closing occurs“Indemnified Party”) under this Article 9 shall use commercially reasonable efforts to notify the indemnifying party (the “Indemnifying Party”) and the Escrow Agent (for any claims against Sellers and the Stockholder) in writing (a “Claims Notice”) of a claim (a “Liability Claim”) under this Article 9 (other than Third Party Claims) promptly after the Indemnified Party has determined that a basis for such a claim exists. The Claim Notice shall state the amount of such Losses and specify in reasonable detail the material facts known to the Indemnified Party giving rise to such Liability Claim. In no event shall the failure of the Indemnified Party to so notify such Indemnifying Party of such a claim affect, Parentimpair or diminish the Indemnifying Party’s obligations under this Article 9, First Acquisition Corp. and Second Acquisition Corp. agree that unless, and, if so, only to the Parent’sextent that, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification the Indemnifying Party is actually prejudiced as a result of such failure. The Escrow Agent shall make no payment for thirty (30) days pursuant to this Article XII 9 and the Escrow Agreement unless the Escrow Agent shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against have received written authorization from the Shareholders for Losses attributable Stockholder to any Indemnifiable Mattersmake such delivery. Except with respect to After the Excluded Obligationsexpiration of such thirty (30) day period, the maximum liability Escrow Agent shall make delivery of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of cash from the Escrow Deposit Account to Spectrum or Buyer in accordance with this Article 9 and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit)Agreement; provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, such delivery may be made if Sellers or the Stockholder has objected in a “Pro Rata Portion” of a Shareholder as written statement to any Losses claim or as claims made in the Claims Notice (the “Dispute Notice”), and had delivered such written statement to the Escrow Deposit shall be equal Agent prior to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess expiration of such amountthirty (30) day period.

Escrow. The Notwithstanding the provisions of Article I of this Agreement, Parent will deposit with the Escrow Deposit shall Agent a number of shares of Parent Common Stock equal to the quotient of (a) Twenty Million Dollars ($20,000,000) divided by (b) the Average Pre-Closing Price of Parent Common Stock (the “Escrow Shares”) to be held and disbursed by the Escrow Agent in accordance with an the Escrow Agreement. If The Company will be deemed, without any action on its part, to have received and deposited with the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification Escrow Agent pursuant to the Escrow Agreement the Escrow Shares. All shares of Parent Common Stock to be received by the Company in connection with the Mergers, other than the Escrow Shares will be distributed to the Company pursuant to Article I of this Article XII shall constitute Parent’sAgreement. The Escrow Shares will be represented by a certificate registered in the name of the nominee of the Escrow Agent (with the Company being the beneficial owner of the Escrow Shares). To the extent that any dividend or distribution, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except or other transaction with respect to the Excluded ObligationsEscrow Shares, results in a liability for Tax, such Tax liability will be that of the Company and not of Parent, TTH Surviving Corporation, MHI Surviving Corporation or any other Subsidiary of Parent. Any and all voting rights with respect to the Escrow Shares will be exercisable by the Company as of the Effective Time. Parent, the maximum liability of any Shareholder shall Company, the Merger Subs and the Target Companies hereby agree and acknowledge that the Escrow Shares will be limited treated as transferred to such Shareholder’s Pro Rata Portion (and owned by the Company as defined below) of the Effective Time and at all times thereafter for all Tax purposes. The Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall Shares will be limited used to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification satisfy indemnity claims made by Parent pursuant to Section 12.1(b7.2(e) on account of any other Shareholder. For purposes and Section 9.2(a) of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. On the Closing Date, the Purchaser shall deposit in the escrow account created by the Escrow Agreement (the "Escrow Account") a number of shares of Purchaser Common Stock equal to twenty percent (20%) of the number of shares of Purchaser Common Stock to be issued to the Sellers in connection with the Merger (the "Escrow Shares"). The Escrow Deposit Shares shall be allocated among the Sellers, and shall be held and disbursed for the account of the Sellers, as specified in Schedule 3.4. Upon surrender by a Seller to the Escrow Agent Company of the certificate or certificates representing the shares of Company Stock owned by such Sellers in accordance with Section 3.2(a) or delivery of an affidavit of lost certificate pursuant to Section 3.2(d), Purchaser shall deliver to such Sellers pursuant to Section 3.2(a) the number of shares of Purchaser Common Stock to which such Seller is entitled under Section 3.2(a), less the number of shares of Purchaser Common Stock to be held in the Escrow AgreementAccount for the account of such Seller specified in Schedule 3.4, which deducted shares shall be issued in the name of such Sellers and held in the Escrow Account as Escrow Shares for the account of such Sellers. If The Escrow Shares shall be held in the Closing occursEscrow Account and released to the Sellers or Purchaser in accordance with Section 9.7. Until the Escrow Shares are released from the Escrow Account in accordance with Section 9.7, Parent(i) the Escrow Shares may not be transferred, First Acquisition Corp. sold, assigned or pledged and Second Acquisition Corp. agree (ii) certificates evidencing the Escrow Shares shall bear a legend indicating that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right they are subject to indemnification restrictions on transfer pursuant to this Article XII shall constitute Parent’sSection 3.4. Until the Escrow Shares held in the Escrow Account for Sellers are released in accordance with Section 9.7, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder such Sellers shall be limited entitled to vote all such Shareholder’s Pro Rata Portion (as defined below) of Escrow Shares held in the Escrow Deposit Account in such Seller's name and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are receive all dividends and distributions in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess respect of such amountEscrow Shares.

Escrow. The Escrow Deposit shall be held and disbursed by (a) At the Escrow Agent in accordance with an Escrow Agreement. If the Closing occursEffective Time, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount a portion of the Merger Consideration which in an amount equal to 10% of the Base Consideration (consisting, more specifically, of 10% of the shares of WFBI Common Stock that comprise the Base Consideration (the “Escrow Shares”), together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Shareholder is entitled Escrow Shares pursuant to Section 2.2(e), and 10% of the cash that comprises the Base Consideration (less any amount previously recovered under this Article XII from such Shareholder’s the “Escrow Cash”), and together with the Escrow Shares, the “Indemnity Escrow Amount”, and together with interest and earnings thereon, the “Escrow Fund”) shall be deposited into escrow with Computershare Trust Company, N.A. (the “Escrow Agent”) pursuant to an escrow agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”), as security for the indemnification obligations of the holders of FP Holding Common Stock (other than holders of Dissenting Shares or Excluded Shares), FP Warrants and FP Director Options (each, an “FP Indemnity Securityholder”) and to make the payments contemplated by Section 6.12. A pro rata portion (the “Pro Rata Share”) of the Indemnity Escrow Amount shall be allocated to each FP Indemnity Securityholder, with such allocation comprising either (i) a pro rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have Cash or (ii) a pro rata portion of the Escrow Shares (together with any liability for indemnification cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 12.1(b) on account of any other Shareholder. For purposes 2.2(e)), as would be payable to each FP Indemnity Securityholder pursuant to Section 2.2 of this Agreement, a “Pro Rata Portion” . The portion of a Shareholder as the Indemnity Escrow Amount attributable to any Losses or as to the Escrow Deposit each FP Indemnity Securityholder shall be equal to withheld from the percentage portion of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything payable to the contrary contained herein, FP Indemnity Securityholders at the Shareholders shall have no liability for indemnification Effective Time pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountSections 2.2 and 2.3.

Escrow. The Escrow Deposit Notwithstanding anything in this Agreement to the contrary, any payment the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article VIII shall be held and disbursed paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five Business Days after such payment becomes payable hereunder (and shall accordingly reduce the Indemnity Escrow Amount) and, second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, and such payment relates to a Loss for which the Indemnity Escrow Amount is not the sole recourse pursuant to Section 8.4(b), then the Selling Stockholders shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five Business Days after such amounts become payable hereunder. On the fifth anniversary of the Closing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim or otherwise earlier released in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) terms of the Escrow Deposit and Agreement) to the maximum liability of any Shareholder for Selling Stockholders (in accordance with the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) directions of the Losses Stockholder Representative), except that the Escrow Agent shall retain an amount (up to the aggregate total amount then held by the Escrow Agent) equal to the amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered claims for indemnification under this Article XII from VIII asserted prior to such Shareholder’s Pro Rata portion fifth anniversary but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article VIII and the terms of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. At Closing, Purchaser shall deposit US$ 2,225,065 (such amount comprised of US$ 675,000 (15% of Purchase Price), US$ 565,789 (amount payable to Bank), US$ 488,700 (amount payable to OCS), US$ 84,211 (amount payable to the landlord in connection with the Hod Hasharon Office Lease) and $411,365 (amount payable to those licensors with regard to the Intellectual Property Licenses, as such parties are identified on Exhibit D to the Disclosure Schedules)) (the “Escrow Amount”) (such amount to be paid by the HK Purchaser and then proportionately allocated between Pakshi Purchaser and HK Purchaser based on their portion of the overall Purchase Price, as determined by Purchaser) with an escrow agent jointly selected by Purchaser and the Company (the “Escrow Agent”), which amount shall be withheld from the Purchase Price. The Parties acknowledge and agree that the Escrow Amount shall be used (a) for securing the payment of certain Liabilities by the Company, as set forth in the Escrow Agreement, and (b) for the purpose of securing the Company’s indemnification obligations pursuant to Article VI. The Escrow Deposit Amount shall be administered in accordance substantially with the provisions of an Escrow Agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”), subject to negotiating terms acceptable to the Escrow Agent. The Escrow Amount shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Party and shall be held and disbursed by solely for the Escrow Agent purposes and in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) respective terms of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. The On the Closing Date, Purchaser shall, on behalf of the Equity Sellers, pay to JPMorgan Chase Bank, NA, as agent to Purchaser and the Equity Sellers (the “Escrow Deposit Agent”), in immediately available funds, to the account designated by the Escrow Agent, an amount equal to $25,500,000 (the “Escrow Amount”), in accordance with the terms of this Agreement and the Escrow Agreement, which will be executed at the Closing, by and among Purchaser, the Seller Representative and the Escrow Agent (the “Escrow Agreement”). Any payment any Equity Seller is obligated to make (subject to the limitations and exceptions set forth in Section 8.4 and elsewhere in this Agreement) to any Purchaser Indemnified Parties pursuant to this Article VIII (other than in respect of a Leakage, a Fundamental Representation or a breach of any provision of Section 6.6) shall be held and disbursed paid first, to the extent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the Escrow Agent within five (5) Business Days after the date the Seller Representative and Purchaser jointly instruct the Escrow Agent to make such payment and shall accordingly reduce the Escrow Amount and, second, to the extent the Escrow Amount is insufficient to pay any remaining sums due, then such Equity Seller shall be required to pay (subject to the limitations and exceptions set forth in Section 8.4 and elsewhere in this Agreement) all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice and final determination of the sum due and owing. On the first anniversary of the Closing Date, the Escrow Agent shall pay to the Paying Agent the Minimum Share Percentage of the First Anniversary Release Amount for further payment to the holders of Covered Shares pro rata in accordance with an Escrow Agreementtheir respective holdings of Covered Shares (the amount so paid being referred to as the “Minimum Share Release Amount”). If On the first anniversary of the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded ObligationsDate, the maximum liability of any Shareholder Seller Representative shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as provide to the Escrow Deposit shall be Agent a written instruction (the “First Anniversary Release Instruction”) directing the Escrow Agent to release an amount equal to the percentage of First Anniversary Release Amount less the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to Minimum Share Release Amount (the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.“

Escrow. The On the Closing Date, Purchaser shall deposit, by wire transfer of immediately available funds, the Adjustment Escrow Deposit shall Amount into the Adjustment Escrow Account and the Indemnity Escrow Amount into the Indemnity Escrow Account, in each case to be held and disbursed by the Escrow Agent administered in accordance with an the terms of this Agreement and the Escrow Agreement. If Such escrow amounts shall be withheld pro rata (based on each Securityholder’s Percentage Interest) from the Closing occursamount which would be otherwise payable to each Securityholder at the Effective Time. Upon the effectiveness of the Merger, Parentthese provisions will be deemed to be binding on each of the Securityholders. Except as provided in Section 3.4(c), First Acquisition Corp. and Second Acquisition Corp. agree the Adjustment Escrow Account shall be the sole source of any payments that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right may become due to indemnification Purchaser pursuant to this Article XII Section 3.4 and the Indemnity Escrow Account shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s be the sole and exclusive remedy and recourse against the Shareholders for Losses attributable source of any payments that may become due to Purchaser pursuant to any Indemnifiable Mattersindemnification claims pursuant to and in accordance with Section 9.2. Except with respect Following payment of all amounts payable from the Adjustment Escrow Account pursuant to Section 3.4, any remaining balance of the Adjustment Escrow Account will be released and distributed to the Excluded Obligations, Securityholders (based on each Securityholder’s Percentage Interest) in accordance with the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) terms of the Escrow Deposit and Agreement. Following the maximum liability of Release Date, any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) remaining balance of the Losses up Indemnity Escrow Account will be released and distributed to the aggregate amount of Securityholders (based on each Securityholder’s Percentage Interest) in accordance with the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion terms of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. Due to the related-party nature of this transaction, Debtor shall deliver the certificates of title (“Titles”) to the Titled Collateral (as indicated on Exhibit A) to an independent, third-party escrow agent (the “Escrow Agent”) who shall hold the Titles for the benefit of Secured Party. The Escrow Deposit shall be held rights and disbursed by duties of the Escrow Agent are set forth in accordance with an the Escrow Agreement between Debtor, Secured Party, and the Escrow Agent of even date herewith (the “Escrow Agreement”). Prior to delivery of the Titles, Debtor shall note the Security Interest on the Titles, as required for perfection of the Security Interests granted therein. The Security Interest in the Non-Titled Collateral (as indicated on Exhibit A) shall be perfected by filing a Financing Statement with the Tennessee Secretary of State. The rights and privileges of Secured Party under this Agreement shall inure to the benefit of its successors and assigns. All representations, warranties and agreements of Debtor contained in this Agreement shall bind Debtor’s personal representatives, heirs, successors and assigns. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. Debtor Further Represents, Warrants and Agrees That: The Collateral is personalty and that it is not and will not be affixed to real estate in such manner as to become a fixture or part of the real estate. If the Closing occursCollateral is, Parentor in the opinion of Secured Party may become, First Acquisition Corp. part of any real estate Debtor will obtain and Second Acquisition Corp. agree that deliver to Secured Party a written waiver by the Parent’s, First Acquisition Corp.’s record owner of the real estate of all interest in the Collateral and Second Acquisition Corp.’s right to indemnification pursuant a written subordination by any person who has a lien on the real estate which is or may be superior to this Article XII shall constitute Parent’ssecurity interest. The statement herein as to Debtor’s residence or place of business and possession and location of the Collateral specifically described herein are true, First Acquisition Corp.’s and Second Acquisition Corp.’s sole that Debtor has absolute title to the Collateral listed specifically above free and exclusive remedy clear of all liens, encumbrances and recourse Security Interests except the Security Interest hereby given to Secured Party and other rights, if any, of Secured Party, and Debtor will defend the Collateral against the Shareholders claims and demands of all persons. Without the prior written consent of Secured Party, Debtor will not sell, exchange, lease or otherwise dispose of the Collateral or any of Debtor’s rights therein or under this Agreement, or permit any lien or Security Interest to attach to same except that created by this Agreement and other rights, if any, of Secured Party; Debtor will maintain the Collateral in good condition and repair and will pay and discharge all taxes, levies and other impositions levied thereon as well as the cost of repairs to or maintenance of the same and will not permit anything to be done that may impair the value of any of the Collateral; if Debtor fails to pay such sums, Secured Party may do so for Losses attributable Debtor’s account, adding the amount thereof to the other accounts secured hereby; Debtor will at all times keep the Collateral insured in such form, in such companies, in such amounts and against such risks as may be acceptable to Secured Party. Debtor will not permit any Indemnifiable Mattersof the Collateral to be removed from the location specified herein, except for temporary periods in the normal and customary use thereof, without the prior written consent of Secured Party, and will permit Secured Party to inspect the Collateral at any time. Except Debtor will not permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Agreement. Debtor will pay all costs of filing any financing, continuation or termination statements with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of Security Interest created by this Agreement, a “Pro Rata Portion” of a Shareholder as . Secured Party is hereby appointed Debtor’s Attorney in Fact to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000do, at Secured Party’s option and Debtor’s expense, all acts and things which point Secured Party may deem necessary to perfect and continue perfected the Shareholders shall only be liable for Security Interest created by this Agreement and to protect the amount of Losses in excess of such amountCollateral.

Escrow. The At the Closing, Buyer will deposit or cause to be deposited the Escrow Deposit shall Amounts by wire transfer of immediately available funds with Wilmington Trust (the “Escrow Agent”), with such funds to be held and disbursed by the Escrow Agent in accordance with an two (2) segregated, non-interest bearing accounts. The Adjustment Escrow AgreementAmount will be held in a separate account (the “Adjustment Escrow Account”) to secure the obligations of Seller under Section 2.3. If The Indemnity Escrow Amount shall be held in a separate account (the Closing occurs“Indemnity Escrow Account”) to secure the indemnification obligations of Seller under ARTICLE VIII. The Escrow Amounts, Parentas adjusted pursuant to the terms hereof, First Acquisition Corp. shall only be released by the Escrow Agent pursuant to joint written instructions executed by Buyer and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification Seller pursuant to this Article XII Agreement and the Escrow Agreement or by a final, non-appealable order of a court of competent jurisdiction. The Adjustment Escrow Amount shall constitute Parent’sbe distributed in accordance with Section 2.3(g). On the date that is eighteen (18) months after the Closing Date (the “Indemnity Escrow Termination Date”), First Acquisition Corp.’s Buyer and Second Acquisition Corp.’s sole Seller shall execute and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect deliver joint written instructions to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of Escrow Agent instructing the Escrow Deposit and Agent to disburse to an account or accounts designated by Seller, an amount equal to (a) all amounts then remaining in the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion Indemnity Escrow Account, minus (as defined belowb) of the Losses up to the aggregate amount of any claims for indemnifiable Losses properly and timely made by Buyer pursuant to ARTICLE VIII prior to such date that have yet to be paid, are in dispute or as to which any Third-Party Claims are pending (in each case, “Pending Claims”). The applicable amount of any Pending Claims as of the Merger Consideration Indemnity Escrow Termination Date shall continue to be held by the Escrow Agent in the Indemnity Escrow Account until such time as each such Pending Claim is resolved, at which time the amount of such Shareholder is entitled Pending Claim shall be disbursed to Seller and/or Buyer from the Indemnity Escrow Account in accordance with the resolution of such Pending Claim. Within five (less 5) days after the resolution of each Pending Claim, Buyer and Seller shall deliver joint written instructions to the Escrow Agent to disburse the amount remaining in the Indemnity Escrow Account with respect to such Pending Claim in accordance with the resolutions of such Pending Claim. The parties hereto agree that any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion fees of the Escrow Deposit); provided, however, Agent shall be borne equally by Buyer and Seller. Such fees that no Shareholder are payable by Seller on the Closing Date shall have any liability for indemnification be deducted from the amount payable by Buyer pursuant to Section 12.1(b) on account 3.2. As between Buyer and Seller, in the event of any other Shareholder. For purposes of discrepancy between this Section 2.4 and the Escrow Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit this Section 2.4 shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountcontrol.

Escrow. In connection with the Closing, Parent, the Representative and JPMorganChase Bank, N.A. or another Person mutually satisfactory to Parent and the Company (the “Escrow Agent”) shall have executed and delivered an escrow agreement, in substantially the form attached hereto as Exhibit G (the “Escrow Agreement”), pursuant to which the Escrow Agent shall hold an escrow fund in an amount equal to the Escrow Consideration, together with interest (the “Escrow Fund”), until the Escrow Termination Date for the purposes of securing the payment of any Working Capital Deficit pursuant to Section 2.17 and any indemnification obligations of the Company Holders pursuant to Article X. Parent and the Representative shall provide a joint written instruction to the Escrow Agent of the date of the Escrow Termination Date under Section 2.2(b)(1) of the Escrow Agreement. The Parties will treat any escrow payment as taxable to a Company Holder only upon the release of the funds to such Company Holder and not earlier. Upon the termination of the Escrow Deposit shall Fund in accordance with the Escrow Agreement, the Escrow Consideration (less any Working Capital Deficit paid from the Escrow Fund pursuant to Section 2.17 and any indemnification obligations of the Company Holders paid from the Escrow Fund pursuant to Article X or continue to be held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement) shall be distributed to the Company Holders in accordance with an Sections 2.10, 2.13 and 2.14 and the Escrow Agreement, and Parent and the Representative shall provide a joint written instruction to the Escrow Agent under Section 2.2(e) of the Escrow Agreement. If The adoption of this Agreement and the Closing occursapproval of the transactions contemplated hereby, Parentincluding the Merger, First Acquisition Corp. and Second Acquisition Corp. agree that by the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII stockholders of the Company shall constitute Parent’sapproval of the Escrow Agreement and all arrangements related thereto, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against including the Shareholders for Losses attributable to any Indemnifiable Mattersdepositing of the Escrow Consideration into the Escrow Fund. Except Any interest accruing with respect to the Excluded Obligations, Escrow Fund shall accrue to the maximum liability benefit of the Company Holders. The right of any Shareholder shall be limited Company Holder to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata receive its portion of the Escrow Deposit); providedFund, howeverif any, that no Shareholder shall have any liability (i) is an integral part of the consideration provided for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of in this Agreement, (ii) does not give the Company Holders dividend rights, voting rights, liquidation rights, preemptive rights or other rights of holders of capital stock of the Company, (iii) shall not be evidenced by a “Pro Rata Portion” certificate or other instrument, (iv) shall not be assignable or otherwise transferable by such Company Holder, except by will, upon death or by operation of a Shareholder as Law, and (v) does not represent any right other than the right to receive the consideration set forth in this Section 2.16. Any attempted transfer of the right to any Losses or as to portion of the Escrow Deposit Consideration by any holder thereof (other than as specifically permitted by the immediately preceding sentence) shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountnull and void.

Escrow. The (a) Pursuant to Section 2.2.3 and the Escrow Deposit Agreement, at the Closing, Federal shall be held and disbursed by deliver to the Escrow Agent in accordance with an the Escrow Payment, and the Escrow Agent shall set up the separate Escrow Accounts pursuant to the terms of the Escrow Agreement to secure the Stockholders’ and the Shadow Stockholders’ indemnification obligations under this Section 6.2. Within ten (10) Business Days following the first (1st) year anniversary of the Closing Date (the “Initial Escrow Distribution Date”), the Escrow Agent shall, pursuant to the terms of the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect deliver (i) to the Excluded Obligations, the maximum liability Non-ESOP Stockholders’ Representative an amount out of any Shareholder shall be limited Xxxxxxx X. Xxxx’x Escrow Account equal to such Shareholder’s his share (based upon his Equity Holder Pro Rata Portion (as defined belowPercentage) of the Initial Escrow Deposit and Distribution (as hereinafter defined), if any, (ii) to the maximum liability Non-ESOP Stockholders’ Representative an amount out of any Shareholder for the Excluded Obligations shall be limited Trust’s Escrow Account equal to such Shareholder’s its share (based upon its Equity Holder Pro Rata Portion (as defined belowPercentage) of the Losses up Initial Escrow Distribution, if any; (iii) to the aggregate Non-ESOP Stockholders’ Representative an amount out of the Merger Consideration Shadow Stockholders’ Escrow Account equal to their share (based upon their Equity Holder Pro Rata Percentage) of the Initial Escrow Distribution, if any, less the applicable Tax withholdings with respect thereto, which such Shareholder is entitled withholdings shall be paid to Federal for payment to the appropriate Tax authorities, and (less any amount previously recovered under this Article XII from such iv) to the ESOP Shareholder’s Representative an amount out of the ESOP’s Escrow Account equal to its share (based upon its Equity Holder Pro Rata portion Percentage) of the Initial Escrow Deposit); providedDistribution, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholderif any. For purposes of this Agreement, a the term “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. As the sole remedy for the indemnification obligations set forth in Article VIII of this Agreement, an aggregate number of shares of Ascend Common Stock to be received by the holders of Kitara Media Membership Units and shares of NYPG Common Stock, allocated pro rata amongst such holders, representing ten percent (10%) of the shares of Ascend Common Stock to be received by the holders of Kitara Media Membership Units and shares of NYPG Common Stock as a result of the Mergers pursuant to this Agreement, shall be deposited into escrow (the “Escrow Shares), in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Ascend, the Committee (defined below), the Representatives (defined below) and Continental Stock Transfer & Trust Company, as escrow agent (“Escrow Agent”), in form and substance mutually and reasonably agreed to by Ascend, Kitara Media and NYPG and providing for the terms contemplated by Article VIII hereof (the “Escrow Agreement”). The Escrow Deposit Agreement shall be held and disbursed by provide that, on the 5th business day after Ascend is required to file with the SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2013 (the “Escrow Release Date”), the Escrow Agent shall release the Escrow Shares to the Signing Holders in accordance with an the same proportions as originally deposited into escrow, less, for each of the Kitara Signing Holder and the NYPG Signing Holders, the net of (i) that portion of such Signing Holders’ proportion of the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except Shares applied in satisfaction of or reserved with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited indemnification claims made pursuant to such Shareholder’s Pro Rata Portion (as defined belowSection 8.1(a) of this Agreement attributable to Kitara Media, in the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) case of the Losses up Kitara Signing Holder’s proportion, and to NYPG, in the aggregate amount case of the Merger Consideration which such Shareholder is entitled NYPG Signing Holders’ proportion, and (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata ii) that portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for Shares applied in satisfaction of or reserved with respect to indemnification claims made pursuant to Section 12.1(b) 8.2(a). Any Escrow Shares due to be released on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as the Escrow Release Date that continue to be held with respect to any Losses or as unresolved Ascend Escrow Claim shall be delivered to the Escrow Deposit shall be equal Signing Holders in the same proportions as originally deposited into escrow, promptly upon such resolution, subject to the percentage of the Merger Consideration to which such Shareholder is entitled reduction, if any, as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable herein for the amount of Losses in excess of indemnification obligation associated with such amountresolved Ascend Escrow Claim.

Escrow. The At the Closing, Parent shall withhold from the merger Consideration and deliver to Xxxxx Fargo Shareowner Services, or such other bank or trust company with assets of least $100 million as shall be designated by Parent with the consent of Company (which will not unreasonably be withheld), or after the Effective Time, the Stockholder Agent, as Escrow Deposit Agent (the "Escrow Agent"), pursuant to the terms of an Escrow Agreement among Parent, the Stockholder Agent (as defined in Section 7.2 and the Escrow Agent substantially in the form of Exhibit C hereto (the "Escrow Agreement"), 500,000 shares of Parent Common Stock, which shares shall be withheld from the Closing Consideration Shares (such amount, together with dividends or other distributions and earnings thereon, being referred to herein as the "Escrow Amount"), which Escrow Amount shall be held and disbursed by in accordance with the terms of the Escrow Agreement. If, subsequent to the Effective Time, any holder of Dissenting Shares shall have failed to have perfected his, her or its rights under the DGCL or the CCC (as applicable) to receive the fair value of such holder's Shares resulting in such Shares being converted into the right to receive shares of Parent Common Stock, Parent shall withhold 1/10th of the Closing Consideration Shares which such holder would otherwise be entitled to receive (rounded down to the nearest whole share) and such withheld amount shall be delivered to the Escrow Agent to be held and disbursed in accordance with an the terms of the Escrow Agreement. If No contribution to the Closing occursEscrow Amount shall be made in respect of any Company Options. The Escrow Amount shall be available to compensate Parent and its affiliates as their sole recourse (except in the event of Fraud, as defined in Section 7.2(o)) for any claims, losses, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, incurred by Parent, First Acquisition Corp. and Second Acquisition Corp. agree that its officers, directors or affiliates (including the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to Surviving Corporation) in accordance with the indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes provisions of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. The Escrow Deposit (a) At the Closing, the Parent shall withhold from the shares of Parent Common Stock that would otherwise be issued in the Merger to each holder of Company Common Stock and Company Preferred Stock (the "COMPANY STOCKHOLDERS") pursuant to Section 2.1(a), a number of such shares of Parent Common Stock that is equal to fifteen percent (15%) of the aggregate number of shares of Parent Common Stock included in the Merger Consideration, and the number of such shares of Parent Common Stock withheld from each Company Stockholder shall be PRO RATA and shall be rounded down to the nearest whole number of such shares (such withheld shares of Parent Common Stock being hereinafter referred to as the "ESCROW SHARES"). The Parent will deliver certificates representing such Escrow Shares to an institution reasonably acceptable to the Company, as escrow agent (the "ESCROW AGENT"), and, at the time prescribed in Section 2.2(b), the Company Stockholders will deliver to the Escrow Agent related stock transfer powers executed by the applicable Company Stockholders (with medallion signature guarantees if requested by the Escrow Agent), to be held and disbursed by the Escrow Agent as security for the Company Stockholders' indemnification obligations under Article VIII and pursuant to the provisions of an escrow agreement in accordance with an substantially the form attached hereto as Exhibit C (the "ESCROW AGREEMENT") to be entered into at the Closing by the Parent, the Escrow Agent and Xxxx Xxxxxxxx, as the representative of the Company Stockholders (the "ESCROW REPRESENTATIVE") under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each Company Stockholder as provided in the Escrow Agreement. If The Escrow Shares shall be withheld from each Company Stockholder PRO RATA in the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that same proportion as the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right total number of shares of Parent Common Stock issuable to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect such stockholder under Section 2.1(a) bears to the Excluded Obligations, the maximum liability total number of any Shareholder shares of Parent Common Stock issued to all Company Stockholders under Section 2.1(a). The Escrow Shares shall be limited to such Shareholder’s Pro Rata Portion (as defined below) represented by stock certificates issued in the names of each of the Company Stockholders in proportion to their respective interests in the Escrow Deposit Shares and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) held by the Escrow Agent during that time period commencing on the Effective Time and ending on the first anniversary of the Losses up to the aggregate amount of the Merger Consideration which Effective Time or on such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of earlier or later date as may be provided in the Escrow DepositAgreement (such time period being hereafter called the "ESCROW PERIOD"); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. The gross proceeds of the Offering, exclusive of the net proceeds from the sale of approximately 2,497,100 Subscription Receipts (the “Class A Subscription Receipts”) representing the number of Units issuable before the Corporation reaches the maximum number of 100,000,000 Common Shares outstanding, the precise figure to be provided by the Corporation) and exclusive of the Commission (as hereinafter defined) and all of the Underwriters’ out-of-pocket costs and expenses (the “Escrowed Funds”), will be held in escrow on behalf of the purchasers of all of the Subscription Receipts other than the Class A Subscription Receipts (the “Class B Subscription Receipts”) by an escrow agent acceptable to the Corporation and the Underwriters, in an interest bearing account, pending the receipt of the certificate of articles of amendment of the Corporation providing for an increase in the authorized capital of the Corporation to a number of Common Shares sufficient to permit the issuance of all of the Common Shares (including any Common Share issuable upon exercise of the Warrants) issuable upon exercise of the Class B Subscription Receipts (the “Escrow Deposit Releases Condition”). In the event that the Escrow Release Condition is satisfied prior to 5:00 p.m. (Toronto time) on July 14, 2005 (the “Expiry Time”), the Escrowed Funds, plus accrued interest, shall be held released to the Corporation and disbursed each Class B Subscription Receipt will be automatically exercised to acquire one Unit. In the event that the Escrow Release Condition is not satisfied before the Expiry Time, the Escrowed Funds, plus accrued interest, shall be used by the Escrow Agent in accordance with an Escrow Agreement. If Corporation to repurchase the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders Class B Subscription Receipts for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, cancellation at a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be redemption price per Class B Subscription Receipt equal to the percentage Issue Price. To the extent that the Escrowed Funds are not sufficient to repurchase all of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained hereinClass B Subscription Receipts, the Shareholders Corporation will contribute such amounts as are necessary to satisfy any shortfall. For greater certainty, the Class A Subscription Receipts shall have no liability be exercised automatically at Closing into Units and shall not be repurchased for indemnification pursuant cancellation in the event that the Corporation fails to this Article XII until satisfy the aggregate Losses are in excess of $100,000, at which point Escrow Release Condition on or before the Shareholders shall only be liable for the amount of Losses in excess of such amountExpiry Time.

Escrow. The Notwithstanding any other provision of this Agreement to the contrary, at the Closing, Ten percent (10%) of the total cash amount to be paid to the Shareholders pursuant to Section 2.06(b) shall not be paid or issued to the Shareholders but shall instead be deposited by Parent with Wells Fargo Bank, as escrow agent (the "Escrow Deposit Agent"), which shall be held and disbursed bx xxxd by the Escrow Agent until the completion of and the delivery by Parent to the Shareholder Representative of the Closing Date Balance Sheet, and resolution of any related disagreements that may arise pursuant to Section 2.07(c) hereof, pursuant to an Escrow Agreement substantially in the form of Exhibit D attached hereto (the "Escrow Agreement"), and distributed in accordance with an the terms thereof. In addition, one third (1/3rd) of the Parent Common Stock comprising the Common Equity Amount to be paid to the Shareholders pursuant to Section 2.06(b) shall not be paid or issued to the Shareholders but shall instead be deposited by Parent with the Escrow Agent, which shall be held by the Escrow Agent until the completion of the Milestones and the resolution of any related disagreements that may arise pursuant to Section 2.09 hereof, pursuant to the Escrow Agreement, and distributed in accordance with the terms thereof. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right The aggregate cash to indemnification be deposited into escrow pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against Section 2.08 is referred to herein as the Shareholders for Losses attributable "Escrow Cash Consideration." The shares of Parent Common Stock to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification deposited into escrow pursuant to this Article XII until Section 2.08 is referred to herein as the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount"Earn Out Shares."

Escrow. At the First Effective Time, Parent, Escrow Agent and the Stockholder Representatives shall have entered into an Escrow Agreement in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”). The Escrow Deposit Amount will be withheld from (a) the Total Closing Consideration otherwise deliverable to Company Stockholders eligible to receive shares of Parent Common Stock pursuant to Section 2.1(a)(iii) above and deposited by Parent and (b) the cash amounts payable to Nonaccredited Holders pursuant to the Cancellation Agreements as set forth in Section 2.1(a)(iv), and shall be held and disbursed by the Escrow Agent in escrow for the payment of Damages to which any Parent Indemnified Person may be entitled under Article IX of this Agreement. At the First Effective Time, the Company Stockholders (other than Company Stockholders holding shares of Company Capital Stock which constitute Dissenting Shares) and the Nonaccredited Holders will be deemed to have received and deposited with the Escrow Agent the Parent Common Stock or cash, as applicable, representing the Escrow Amount, without any action by the Company Stockholders or Nonaccredited Holders, in accordance with an each such Person’s Escrow AgreementPro Rata Share. If Subject to any claims for indemnification made by the Closing occurs, Parent, First Acquisition Corp. the Escrow Amount shall be released (y) as shares of Parent Common Stock to the Company Stockholders and Second Acquisition Corp. agree that (z) as cash payments to the Parent’sNonaccredited Holders, First Acquisition Corp.in each case on the Expiration Date based on such Person’s and Second Acquisition Corp.’s right to indemnification pursuant to Escrow Pro Rata Share. Approval by the Company Stockholders of this Article XII Agreement shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) approval of the Escrow Deposit Agreement and all arrangements relating thereto, including without limitation the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion placement of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to Amount with the Escrow Deposit shall be equal to Agent and the percentage appointment of the Merger Consideration to which such Shareholder is entitled Stockholders’ Representatives as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountSection 9.10 below.

Escrow. The Upon the issuance of the Non-Escrow Deposit Shares in accordance with Section 1.4(a), the Purchaser shall withhold the Escrow Shares and deliver such shares of Purchaser Stock to Wilmington Trust, N.A., as escrow agent (the “Escrow Agent”), to be held and disbursed by the Escrow Agent as collateral to secure the rights of the Indemnified Parties under Article VIII. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement to be entered into among the Purchaser, the Escrow Agent and the Shareholders’ Representative substantially in accordance with an the form of Exhibit C hereto (the “Escrow Agreement”). If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall The Escrow Shares will be limited to such Shareholder’s Pro Rata Portion (as defined below) of held by the Escrow Deposit and Agent until the maximum liability of any Shareholder for Financing Due Date (the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the “Escrow DepositPeriod”); provided, however, that no Shareholder shall have in the event any liability for indemnification Indemnified Party has made a claim pursuant to Section 12.1(b) on account Article VIII prior to the end of any other Shareholder. For purposes the Escrow Period, then, in accordance with and subject to the terms and conditions of this Agreement and the Escrow Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be Agent will continue to hold such number of Escrow Shares in escrow as is equal to the percentage of quotient obtained by dividing: (a) any claimed amounts by (b) the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything Per Share Price, rounded up to the contrary contained herein, the Shareholders nearest whole share. The Escrow Period shall have no liability for indemnification continue solely with respect to such Escrow Shares until such claim is fully and finally resolved pursuant to this Agreement. By virtue of the execution of this Agreement by a Shareholder, without any further act of any Shareholder, such Shareholder shall be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral to secure the rights of the Indemnified Parties under Article XII until VIII in the aggregate Losses are manner set forth herein and in excess the Escrow Agreement, and (ii) the appointment of $100,000, at which point the Shareholders’ Representative as the representative of the Shareholders shall only be liable under this Agreement and the Escrow Agreement and as the attorney-in-fact and agent for the amount of Losses in excess and on behalf of such amountShareholder.

Escrow. At the Effective Time, the Escrow Deposit shall be delivered by Parent to the Escrow Agent, to be held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as Exhibit C. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of the Escrow Deposit shall be deemed to be the Closing Market Price. If Except with respect to claims based on the obligations provided in Article VIII and Section 13.5 and for fraud committed by the Company or the Shareholders, which are not limited, if the Closing occurs, Parent, First Acquisition Corp. Parent and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s 's right to indemnification pursuant to this Article XII Section 12.1 shall constitute Parent’s, First 's and Acquisition Corp.’s and Second Acquisition Corp.’s 's sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Mattersinaccuracy or breach of any representation or warranty, or any breach or nonfulfillment of or any failure to perform the covenants, agreements or undertakings, of the Company or the Shareholders which is contained in this Agreement or the Letters of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto. Except (i) with respect to claims based on fraud committed by the Excluded ObligationsCompany or a Shareholder or (ii) Losses arising under Article VIII or Section 13.5, the maximum liability of any Shareholder shall be limited to such Shareholder’s 's Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder (or with respect to a claim for the Excluded Obligations shall be limited indemnity pursuant to Section 12.1(a)(iii), such Shareholder’s 's Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion $3,000,000 of the Escrow Deposit); provided, however, that the maximum liability of any Shareholder for a breach of a Covered Representation shall be limited to such Shareholder's Pro Rata Portion of the Losses up to the net proceeds of the Merger consideration received by each such Shareholder pursuant to Sections 2.2(a)(i) and 2.2(a)(ii); and, provided further, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, except for indemnification claims relating to Covered Representations, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of to the Parent and the Company exceed One Hundred and Fifty Thousand Dollars ($100,000150,000), at which point the Shareholders shall only be liable for the full amount of all Losses in excess of such amount. For purposes of this Agreement, a "Pro Rata Portion" of a Shareholder as to any Losses or as to the Escrow Deposit shall mean that fraction of such amount, where the numerator is the number of shares of Company Common Stock held by such Shareholder as of the Closing Date and the denominator is the total number of shares of Company Common Stock outstanding as of the Closing Date.

Escrow. The Escrow Deposit shall be held and disbursed by As the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this indemnification obligations set forth in Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes VI of this Agreement, an aggregate number of shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock, allocated in accordance with Schedule 1.13(b)(v) amongst such holders as provided in the Note Purchase Agreement dated as of August 20, 2013 by and among Health Guru and the Lenders (as defined therein), the Health Guru Second 2013 Management Bonus Pool Plan and the Health Guru Charter Documents, representing ten percent (10%) of the shares of Kitara Common Stock to be received by the holders of shares of Health Guru Capital Stock as a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage result of the Merger Consideration pursuant to which this Agreement, shall be deposited into escrow (the “Escrow Shares), in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Kitara, the Representative (defined below) and Continental Stock Transfer & Trust Company, as escrow agent (“Escrow Agent”), in form and substance as attached hereto as Exhibit A and providing for the terms contemplated by Article VI hereof (the “Escrow Agreement”). The Escrow Agreement shall provide that, on the 5th business day after Kitara files with the SEC its Annual Report on Form 10-K for the fiscal year ending December 31, 2014, but in no event later than April 15, 2015 (the “Escrow Release Date”), the Escrow Agent shall release the Escrow Shares to the former stockholders of Health Guru in the same proportions as originally deposited into escrow, less, for each of the stockholders, the net of that portion of such Shareholder is entitled stockholders’ proportion of the Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims made pursuant to Section 6.1 of this Agreement attributable to the stockholders’ proportion. Any Escrow Shares due to be released on the Escrow Release Date that continue to be held with respect to any unresolved claim shall be delivered to the stockholders in the same proportions as originally deposited into escrow, promptly upon such resolution, subject to reduction, if any, as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable herein for the amount of Losses in excess of indemnification obligation associated with such amountresolved claim.

Escrow. The Notwithstanding the provisions of Section 11.5 and subject to adjustment pursuant to Section 19.1(a) of this Agreement, Parent will deposit with the Escrow Deposit shall Agent a number of shares of Parent Common Stock equal to the quotient of (a) Seventeen Million Three Hundred Fifty Thousand Dollars ($17,350,000) divided by (b) the Average Pre-Closing Price of Parent Common Stock (the "Escrow Shares") to be held and disbursed by the Escrow Agent in accordance with an the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement and any Collateral Documents, the term Escrow Shares shall include the shares referred to in the immediately preceding sentence and any additional shares of Parent Common Stock to be deposited with the Escrow Agent pursuant to Section 19.1(a) of this Agreement, a “Pro Rata Portion” if any. Xxxxx and each Target Shareholder will be deemed, without any action on the part of a Shareholder as Xxxxx or such Target Shareholder, to any Losses or as have received and deposited with the Escrow Agent pursuant to the Escrow Deposit shall Agreement a number of Escrow Shares representing Xxxxx'x or such Target Shareholder's proportionate interest in the Escrow Shares (the proportionate interest of Xxxxx and each of the Target Shareholders in the Escrow Shares being hereinafter referred to as such Person's "Escrow Percentage"). All shares of Parent Common Stock to be equal received by Xxxxx and the Target Shareholders in connection with the Xxxxx Interest Purchase and the Mergers, as the case may be, other than the Escrow Shares will be distributed to Xxxxx and the Target Shareholders pursuant to the percentage relevant Sections of Articles I through X and Section 11.5 of this Agreement. Xxxxx'x and each Target Shareholder's Escrow Percentage will be determined based on (i) the number of shares of Parent Common Stock issuable hereunder to Xxxxx or such Target Shareholder, as the case may be, divided by (ii) the aggregate number of shares of Parent Common Stock issuable hereunder to Xxxxx and all of the Merger Consideration to which Target Shareholders in the aggregate. The Escrow Shares will be represented by a certificate registered in the name of the nominee of the Escrow Agent (with Xxxxx and each Target Shareholder being the beneficial owner of Xxxxx'x or such Shareholder is entitled as set forth on Schedule 12.4Target Shareholder's Escrow Percentage). Notwithstanding anything To the extent that any dividend or distribution, or other transaction, with respect to the contrary contained hereinEscrow Shares results in a liability for Tax, such Tax liability will be that of Xxxxx and the Target Shareholders (in proportion to Xxxxx'x or each Target Shareholder's Escrow Percentage), and not of Parent or Xxxxx Acquisition or of any Surviving Corporation. Any and all voting rights with respect to the Escrow Shares will be exercisable by Xxxxx or the Target Shareholders, as the case may be, or their authorized agent as of the Effective Time. Parent, the Company, the Merger Subs, Xxxxx Acquisition, the Target Companies, the Target Shareholders shall have no liability and Xxxxx hereby agree and acknowledge that the Escrow Shares will be treated as transferred to and owned by the Target Shareholders and Xxxxx as of the Effective Time and at all times thereafter for indemnification all Tax purposes. The Escrow Shares will be used to satisfy indemnity claims made by Parent pursuant to Section 18.2(d) and Section 20.2 of this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountAgreement.

Escrow. The Escrow Deposit (a) At the Closing: (x) Parent shall be held and disbursed by deposit with the Escrow Agent (i) the Adjustment Escrow Amount on behalf of the Company Indemnitors for the purpose of partially securing the obligations of the Company Indemnitors to Parent regarding a Post-Closing Deficit Amount under Section 2.9, (ii) the Indemnity Escrow Shares and the Indemnity Escrow Cash on behalf of the Company Indemnitors for the purpose of partially securing the obligations of the Company Indemnitors under Section 2.9 and Article VIII during the period through the fifteen (15) month anniversary of the Closing Date (it being agreed that with respect to any holder of Unvested Company Shares, the amounts deposited on such Person’s behalf will be cash and shares of Parent Common Stock, as applicable, that are not subject to any further vesting requirements and then only if and to the extent there is a shortfall, Vesting Consideration will be deposited on such Person’s behalf); and (y) the Company shall deposit with the Escrow Agent on behalf of the Company Indemnitors the Other Indemnity Escrow Amount into the Other Indemnity Escrow Fund for the purpose of partially securing certain obligations of the Company Indemnitors under Section 2.11(g) and Article VIII. The Adjustment Escrow Fund shall become payable to the Company Indemnitors, if at all, in accordance with an each Company Indemnitor’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.9). The Indemnity Escrow Agreement. If Shares and the Closing occursIndemnity Escrow Cash shall become issuable or payable, Parentas applicable, First Acquisition Corp. to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in the same proportion as cash and Second Acquisition Corp. agree that the Parent’sshares (if any) otherwise payable to such Company Indemnitor (and, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded ObligationsKey Employees, excluding the maximum liability shares subject to revesting pursuant to the Joinder Agreements)), subject to the terms and conditions of any Shareholder this Agreement (including Section 2.9 and Article VIII). The Other Indemnity Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in cash, subject to the terms and conditions of this Agreement (including Article VIII). The parties hereto agree that, for Tax purposes only, Parent shall be limited treated as the owner of the Adjustment Escrow Fund, Indemnity Escrow Cash and Other Indemnity Escrow Cash and all interest on or other taxable income, if any, earned from the investment of the Adjustment Escrow Fund, Indemnity Escrow Cash and Other Indemnity Escrow Cash pursuant to such Shareholder’s Pro Rata Portion the Escrow Agreement shall be treated for Tax purposes as earned by Parent. Within ten (as defined below10) days after the final distribution of the Escrow Cash to the Company Indemnitors, Parent shall be entitled to a distribution equal to twenty eight percent (28%) of the Escrow Deposit excess of (x) all interest and earnings from the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion investment and reinvestment of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as Cash prior to the final distribution of the Escrow Deposit Cash, over (y) the deduction available to Parent on distribution of the Escrow Cash under Section 483 of the Code (and any comparable provision of state or local Tax law), as applicable; provided that such rate shall be equal adjusted to reflect any subsequent change in the percentage combined effective U.S. federal and state income tax rate applicable to corporate income of Parent. The parties hereto agree that, for federal and applicable state income tax purposes, the Company Indemnitors shall be treated as the owner of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountIndemnity Escrow Shares.

Escrow. The Escrow Deposit shall be held and disbursed by a. At the Escrow Agent in accordance with an Escrow Agreement. If the Closing occursEffective Time, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount a portion of the Merger Consideration which in an amount equal to 10% of the Base Consideration (consisting, more specifically, of 10% of the shares of WFBI Common Stock that comprise the Base Consideration (the “Escrow Shares”), together with any cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Shareholder is entitled Escrow Shares pursuant to Section 6.b.v of this Plan of Merger and 10% of the cash that comprises the Base Consideration (less any amount previously recovered under this Article XII from such Shareholder’s the “Escrow Cash”), and together with the Escrow Shares, the “Indemnity Escrow Amount”, and together with interest and earnings thereon, the “Escrow Fund”) shall be deposited into escrow with Computershare Trust Company, N.A. (the “Escrow Agent”) pursuant to an escrow agreement in substantially the form attached as Exhibit E to the Merger Agreement (the “Escrow Agreement”), as security for the indemnification obligations of the holders of FP Holding Common Stock (other than holders of Dissenting Shares or Excluded Shares), FP Warrants and FP Director Options (each, an “FP Indemnity Securityholder”) set forth in Section 6.12 of the Merger Agreement and to make the payments contemplated by Section 6.12 of the Merger Agreement. A pro rata portion (the “Pro Rata Share”) of the Indemnity Escrow Amount shall be allocated to each FP Indemnity Securityholder, with such allocation comprising either (i) a pro rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have Cash or (ii) a pro rata portion of the Escrow Shares (together with any liability for indemnification cash in lieu of fractional shares of WFBI Common Stock to be paid with respect to such Escrow Shares pursuant to Section 12.1(b) on account of any other Shareholder. For purposes 6.b.v of this Plan of Merger), as would be payable to each FP Indemnity Securityholder pursuant to Section 2.2 of the Merger Agreement, a “Pro Rata Portion” . The portion of a Shareholder as the Indemnity Escrow Amount attributable to any Losses or as to the Escrow Deposit each FP Indemnity Securityholder shall be equal to withheld from the percentage portion of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything payable to the contrary contained herein, FP Indemnity Securityholders at the Shareholders shall have no liability for indemnification Effective Time pursuant to Sections 6.b and 6.c of this Article XII until the aggregate Losses are in excess Plan of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountMerger.

Escrow. At the Closing, Parent shall deposit, or cause to be deposited, with the escrow agent (the "Escrow Agent"), for the benefit of the Stockholders, a certificate (issued in the name of the Escrow Agent or its nominee) representing 900,000 fully paid and nonassessable shares of Parent Common Stock (the "Escrow Shares"), which Escrow Shares represent ten percent (10%) of the Initial Merger Consideration. The Escrow Deposit Shares shall be delivered to the Escrow Agent for following purposes: (a) securing and satisfying the indemnification obligations of the Stockholders as set forth in Article 9 of this Agreement; (b) to satisfy the payment obligation, if any, of Stockholders under Section 2.3 of this Agreement; and (c) to provide a means for parent to exercise its set-off rights pursuant to Section 5.21 (Recovery of Edwards Holdback Amount). The Escrow Shares shall be held and disbursed dixxxxxx of in accordance with the terms and conditions of this Agreement and the Escrow Agreement, in a form reasonably acceptable to the parties thereto (the "Escrow Agreement"), to be entered into at the Effective Time, by and among Parent, the Stockholder Representative and the Escrow Agent. The Escrow Shares shall be deemed deducted on a pro rata basis from the Initial Merger Consideration each of the Stockholders would otherwise have been entitled to receive as part of the Initial Merger Consideration for their shares of Company Capital Stock at the Effective Time pursuant to Section 2.1(b)(i), and, subject to the provisions of this Agreement and the Escrow Agreement. The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party. Approval of this Agreement and the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow, and the approval of the appointment of the Stockholder Representative. The Escrow Shares shall not be distributed to the Stockholders until at least eighteen (18) months after the Effective Time and shall only be distributed in accordance with the terms and conditions of this Agreement and the Escrow Agreement (the actual date the Escrow Shares are distributed is referred to as the "Distribution Date"). In the event that Parent shall have asserted, prior to the Distribution Date, a claim for indemnification pursuant to Article 9, Parent and the Stockholder Representative shall endeavor in good faith to determine a reasonable estimate of the maximum amount of such claim, which claim shall be set off in accordance with Section 9.6 and the Escrow Agreement, and shall instruct the Escrow Agent to deliver any excess amount of Escrow Shares to the Exchange Agent for distribution to the Stockholders in accordance with an Escrow the Exchange Agreement. If Upon Final Resolution of the Closing occursindemnification claim(s), Parentthere shall be returned to Parent that number of Escrow Shares equal to the quotient of the aggregate claim(s) being so paid divided by the Average Market Price, First Acquisition Corp. and Second Acquisition Corp. agree but appropriately adjusted in the event that the Parent’sthere occurs any stock dividend, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’sstock split, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except or similar event with respect to the Excluded ObligationsParent Stock after the Effective Time, and the maximum liability Escrow Shares will be deemed permanently reduced and released from escrow and automatically returned to the status of any Shareholder authorized and unissued shares of Parent capital stock and such Escrow Shares shall not be limited available for distribution to such Shareholder’s Pro Rata Portion (as defined below) the Stockholders, all in accordance with the terms of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. On the Closing Date, the Purchaser shall pay to XX Xxxxxx Chase, as agent to the Purchaser, the Seller and the Sellers’ Representative (the “Escrow Agent”), to the account designated by the Escrow Agent, the Escrow Amount, in accordance with the terms of Section 3.2 of this Agreement and the Escrow Agreement. Excluding payments arising under Section 3.3 (including any failure to make such payments arising under Section 3.3), any payment that a Seller Party is obligated to make to any Purchaser Indemnified Party pursuant to this Article X (each, a “Claim”) shall be paid first, to the extent there are sufficient funds in the Escrow Account, from the Escrow Account. On the date that is 18 months following the Closing Date (such date, the “Escrow Termination Date”), the Escrow Agent shall release the Escrow Amount plus all accrued interest thereon (to the extent not utilized to pay any Purchaser Indemnified Party for any Claim) to the Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of all Claims for indemnification under this Article X asserted in accordance with Section 10.3 prior to the Escrow Termination Date but not yet resolved (“Unresolved Claims”). The Escrow Deposit Amount retained for Unresolved Claims shall be held and disbursed released by the Escrow Agent (to the extent not utilized to pay the Purchaser Indemnified Parties for any such 73 claims resolved in favor of the Purchaser Indemnified Parties) upon their resolution in accordance with an this Article X and the terms of the Escrow Agreement. If The Purchaser and the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that Sellers’ Representative shall jointly instruct the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right Escrow Agent in writing to indemnification pursuant to release the funds from the Escrow Account in accordance with this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit X and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes terms of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with With respect to the Excluded ObligationsStockholders, Parent shall deposit into the maximum liability Escrow Account and the Representative Expense Account at the Effective Time an amount of any Shareholder shall be limited cash equal to such Shareholder’s the sum of the Stockholders’ respective Pro Rata Portion (as defined below) Shares of the Escrow Deposit Amount and the maximum liability of any Shareholder for Representative Expense Amount, respectively. The Escrow Amount and the Excluded Obligations Representative Expense Amount shall be limited withheld from the cash payable pursuant to such Shareholder’s Section 2.6 to each of the Stockholders according to, his, her or its Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion Share of the Escrow Deposit)Amount and the Representative Expense Amount, respectively; provided, however, that no Shareholder a portion of such Escrow Amount equal to one half (1/2) of each of Xxxx Xxxx’x and the Xxxx X. Xxxx Revocable Trust’s respective Pro Rata Shares of the Escrow Amount (the “Helm Escrow Share Amount”) shall have any liability be contributed in the form of shares of the common stock of Parent (the “Parent Common Shares”) rather than cash, all of which Parent Common Shares shall be restricted and subject to forfeiture as provided in the Restricted Shares Agreement, and the number of which shall be calculated by dividing such Helm Escrow Share Amount by the Closing Stock Valuation, with the resulting share amount rounded up to the nearest whole share. On the Closing Date, Parent shall establish an interest-bearing account (the “Escrow Account”) with Computershare Trust Company, N.A. (the “Escrow Agent”), or such other bank or trust company as is selected by Parent and approved by the Representative (such approval not to be unreasonably withheld), on or prior to the Effective Time for indemnification the deposit of the Escrow Amount pursuant to this Section 2.12 in accordance with the terms and conditions of an escrow agreement customary for a transaction of this type to be entered into on the Closing Date among Parent, the Representative and the Escrow Agent (the “Escrow Agreement”). The Escrow Account shall be available to pay (a) the amount, if any, to which Parent is entitled pursuant to Section 12.1(b2.14 and Section 12.7 and (b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of any Indemnified Losses for which the Stockholders are obligated to indemnify an Indemnified Party under ARTICLE X and (c) the amounts payable to the Stockholders. The Escrow Amount shall be disbursed in excess accordance with the provisions of such amountARTICLE X and the Escrow Agreement.

Escrow. At the Closing, Parent shall deposit (a) (i) the Indemnification Escrow Amount and (ii) the Special Indemnification Escrow Amount, in each case, with the Escrow Agent to provide a source of funding to the Indemnified Parties for any Losses for which they are entitled to be indemnified pursuant to Article IX, and (b) the Adjustment Escrow Amount with the Escrow Agent to provide a source of funding for the adjustment provisions in Section 2.15. The Indemnification Escrow Deposit Amount, the Special Indemnification Escrow Amount and the Adjustment Escrow Account shall be held and disbursed in trust by the Escrow Agent (for a period of one (1) year in accordance with an the case of the Indemnification Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded ObligationsAmount, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion Special Indemnity Period (as defined below) in the case of the Special Indemnification Escrow Deposit Amount and six (6) months in the case of the Adjustment Escrow Amount) pursuant to the terms of the escrow agreement in a customary form to be negotiated in good faith and mutually agreed to by the parties thereto (the “Escrow Agreement”) and shall be released in accordance with the terms thereof. The Parties hereby acknowledge and agree that each of the Indemnification Escrow Amount, the Special Indemnification Escrow Amount and the maximum liability of any Shareholder for the Excluded Obligations Adjustment Escrow Amount shall be limited to such Shareholder’s Pro Rata Portion (treated as defined below) an installment obligation for purposes of Section 453 of the Losses up to the aggregate amount of the Merger Consideration which Code, and no party shall take any action or filing position inconsistent with such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountcharacterization.

Escrow. Prior to the Closing, the Purchaser and the Seller Representative, on behalf of all Escrow Sellers, shall enter into an Escrow Agreement substantially in the form of Exhibit C attached hereto (the “Escrow Agreement”) with the Korea Exchange Bank or such other commercial bank as the Purchaser and the Seller Representative may agree as escrow agent (the “Escrow Agent”). At the Closing, an amount equivalent to USD 1,785,360 (One Million Seven Hundred Eighty Five Thousand Three Hundred Sixty Dollars) which equals the total of 21.40% of the aggregate purchase price payable to the Seller Representative prior to any withholdings, 20% of the aggregate purchase price payable to Sung-Ho Wang prior to any withholdings and 10% of the aggregate purchase price payable to each of Innovalue and KB prior to any withholdings (the “Escrow Amount”) shall be deposited by the Purchaser in an escrow account established and maintained in accordance with the Escrow Agreement (“Escrow Account”) for satisfaction of any claims arising in relation to the indemnities set forth in Article 9 of this Agreement. The Purchaser shall be entitled to deduct from any payments due to an Escrow Seller at the Closing pursuant to this Agreement the following amounts: 21.40% of the aggregate purchase price payable to the Seller Representative prior to any withholdings, 20% of the aggregate purchase price payable to Sung-Ho Wang prior to any withholdings and 10% of the aggregate purchase price payable to each of Innovalue and KB prior to any withholdings. The Escrow Deposit Amount shall be held and disbursed by in the Escrow Agent Account for the 2-year period following the Closing Date, unless released, in whole or in part, in accordance with an the Escrow Agreement during such 2-year period. For the avoidance of doubt, the parties hereto acknowledge that in the event of any conflict between the terms of this Agreement and the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) terms of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountAgreement will prevail.

Escrow. At the Effective Time, the Escrow Deposit shall be delivered by Parent to the Escrow Agent, to be held for a period ending on the Escrow Release Date, provided, however, that the one half of the Escrow Deposit representing five percent (5%) of the Merger Consideration shall be released to the Shareholder on the six (6) month anniversary of the Closing Date if no Claim Notice has been delivered prior to that time, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as EXHIBIT B. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of shares retained in the Escrow Deposit shall be deemed to be the Closing Market Price. If Except with respect to claims based on the obligations provided in Articles IV and VIII and Sections 3.4, 3.9, 3.11 and 13.5 and for fraud committed by the Company or the Shareholder, which are not limited in amount, if the Closing occurs, Parent, First Acquisition Corp. Parent and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s 's right to indemnification pursuant to this Article XII 12 shall constitute Parent’s, First 's and Acquisition Corp.’s and Second Acquisition Corp.’s 's sole and exclusive remedy and recourse against the Shareholders Shareholder for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability inaccuracy or breach of any Shareholder shall be limited representation or warranty, or any breach or nonfulfillment of or any failure to such Shareholder’s Pro Rata Portion (as defined below) perform the covenants, agreements or undertakings, of the Escrow Deposit and Company or the maximum liability Shareholder which is contained in this Agreement or the Letters of Transmittal or any Shareholder for Schedule or certificate delivered pursuant the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4Closing. Notwithstanding anything herein to the contrary contained hereincontrary, the Shareholders Shareholder shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of to the Parent exceed $100,00025,000, at which point the Shareholders Shareholder shall only be liable for the full amount of such Losses in excess to the Parent. Except (i) with respect to claims based on fraud committed by the Company or the Shareholder or (ii) Losses arising under Articles IV or VIII or Sections 3.4, 3.9, 3.11 or 13.5, the maximum liability of such amountthe Shareholder shall be limited to the Escrow Deposit.

Escrow. The (a) Prior to the Closing, the Seller Representative and the Purchaser shall enter into an Escrow Deposit Agreement with the Escrow Agent substantially in the form attached hereto as Exhibit A, subject to any changes as may be required by the Escrow Agent and as shall be held reasonably acceptable to the Purchaser and disbursed by the Seller Representative (the “Escrow Agreement”). At the Closing, (i) the Purchaser shall deposit Ten Million United States Dollars ($10,000,000) (the “Indemnity Escrow Amount”) with the Escrow Agent in accordance with Section 2.7 (Transactions to Be Effected at Closing) to be held in an escrow account by the Escrow Agent for the purpose of securing the indemnification obligations of the Seller set forth in Article IX (the “Indemnity Escrow Account”) and (ii) the Purchaser shall deposit Seventy-Five Million United States Dollars ($75,000,000) (the “Adjustment Escrow Amount” and, together with the Indemnity Escrow Amount, the “Escrow Amounts”) with the Escrow Agent in accordance with Section 2.7 (Transactions to Be Effected at Closing) to be held in an escrow account by the Escrow Agent for the purpose of securing the payment obligations of the Seller Representative (if any) with respect to any post-closing adjustments as set forth in Section 2.8 (Post-Closing Adjustment) (the “Adjustment Escrow Account” and, together with the Indemnity Escrow Account, the “Escrow Accounts”). The Escrowed Cash shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. The Escrowed Cash shall be held as a trust fund and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable not be subject to any Indemnifiable Matters. Except with respect to the Excluded Obligationslien, the maximum liability attachment, trustee process or any other judicial process of any Shareholder creditor of any party, and shall be limited to such Shareholder’s Pro Rata Portion (as defined below) held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. The At or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Escrow Deposit Agent”), shall be held enter into an Escrow Agreement, effective as of the Effective Time, in form and disbursed by substance reasonably satisfactory to the Purchaser and the Company (the “Escrow Agreement”), pursuant to which the Purchaser shall issue to the Escrow Agent a number of shares of Purchaser Common Stock (with each share valued at $10.00) equal to three percent (3%) of the estimated Stockholder Merger Consideration as set forth in the Estimated Closing Statement (the “Escrow Amount”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed therefrom in accordance with an the terms of Section 1.15 and the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. The Escrow Property shall be allocated among and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect transferred to the Excluded Obligations, Company Stockholders pro rata based on their respective Pro Rata Share; provided that any Pro Rata Share due to each holder of the maximum liability of any Shareholder Company’s Series B Convertible Preferred Stock and Series C Convertible Preferred Stock shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification treated pursuant to Section 12.1(b1.12(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as with 50% being held by the Exchange Agent and added to the Reserved Shares. The Escrow Deposit Property shall serve as the sole source of payment for the obligations of the Company Stockholders under Section 1.15. Unless otherwise required by Law, all distributions made from the Escrow Account shall be equal treated by the Parties as an adjustment to the percentage number of the shares of Stockholder Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to received by the contrary contained herein, the Shareholders shall have no liability for indemnification Company Stockholders pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountI hereof.

Escrow. On the Closing Date, Buyer shall deposit in escrow with the Escrow Agent the Escrow Amount, solely for the purpose, and to the extent required, to satisfy Seller’s indemnification and payment obligations with respect to Taxes set forth in the first and second sentences of Section 2.5 and payable by Seller in connection with sale of the Acquired Shares, provided that if such Seller’s obligations exceed at any time the Escrow Amount, Seller will be liable for any difference. The Escrow Deposit Amount shall be held and disbursed by the Escrow Agent in an account (the “Escrow Account”) in accordance with an the terms and provisions of the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. Buyer and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII Seller shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability each pay 50% (fifty percent) of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit fees and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as expenses payable to the Escrow Deposit shall be equal Agent pursuant to the percentage of the Merger Consideration to which such Shareholder is entitled Escrow Agreement. Within 15 (fifteen) Business Days after Closing, upon determination by Seller, as set forth on Schedule 12.4. Notwithstanding anything in Section 2.5, of the amount due in accordance with the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (the “Required Tax Payment”), which determination will be promptly communicated by Seller to Buyer, each of Buyer and Seller agrees, and assumes the obligation, to issue a joint written notice to the contrary contained hereinEscrow Agent pursuant to the Escrow Agreement instructing the Escrow Agent to pay no later than the 15th (fifteenth) Business Day after the Closing Date (i) the Required Tax Payment from the Escrow Account to the Mexican Internal Revenue Service (Servicio de Administración Tributaria) and (ii) the remaining funds in the Escrow Account, if any, to Seller. For the avoidance of doubt, the Shareholders Escrow Account shall have no not be used to satisfy any liability for indemnification pursuant to or obligation under Article VIII or elsewhere in this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountAgreement.

Escrow. The At the Effective Time, Parent shall deliver, or cause to be delivered, on behalf of the Company Securityholders, an aggregate amount equal to ten percent (10%) of the Merger Consideration (the “Escrow Deposit shall Amount”), which amount would otherwise have been deliverable to the Company Securityholders pursuant to Section 2.1(a), to Wachovia Bank N.A. (the “Escrow Agent”), as Escrow Agent under an Escrow Agreement to be held entered into on the Closing Date by and disbursed by among Parent, the Representative, on behalf of the Company Securityholders, and the Escrow Agent in accordance with the form attached hereto as Exhibit B (the “Escrow Agreement”), for deposit into an account (the “Escrow Account”) established pursuant to the Escrow Agreement. If The Escrow Amount, together with all interest and earnings thereon while held in escrow under the Closing occursEscrow Agreement, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that are referred to collectively in this Agreement as the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and “Escrow Funds.” The Escrow Agreement provides Parent with recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except Escrow Funds with respect to the Excluded ObligationsCompany Securityholders’ indemnification obligations under Section 12, subject to the terms and conditions set forth therein. The Escrow Funds (or any portion thereof) shall be distributed to the Representative, on behalf of the Company Securityholders, and Parent at the times, and upon the terms and conditions set forth in the Escrow Agreement. Subject to Section 13.5, the maximum liability Representative will promptly distribute any and all Escrow Funds received by the Representative, on behalf of any Shareholder shall be limited the Company Securityholders, from the Escrow Agent to such Shareholderthe Company Securityholders in accordance with each Company Securityholder’s Pro Rata Portion Share (as defined below) of such distribution. Each Company Securityholder’s “Pro Rata Share” shall be a fraction identified on a schedule or exhibit to the Escrow Deposit and Agreement, which shall represent the maximum liability percentage of any Shareholder for the Excluded Obligations shall be limited aggregate Merger Consideration payable hereunder that is payable to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit)Company Securityholder; provided, however, that no Shareholder any holder of Dissenting Shares shall have any liability not be deemed to be a Company Securityholder for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountdetermination.

Escrow. At the Effective Time, seven and one-half percent (7 1/2%) of the Merger Shares and instruments or other documentation representing Stock Options to purchase seven and one-half percent (7 1/2%) of the Option Shares (collectively, the "Escrow Shares") shall be delivered to U.S. Bank, as escrow agent (the "Escrow Agent ") to be held for a period ending on the Escrow Release Date, except Escrow Shares may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. Parent may make a claim for any Losses indemnified hereunder until the Escrow Release Date. The Escrow Deposit Shares shall be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as EXHIBIT E. For the purpose of any claim against the Escrow Shares hereunder, the value per share of the Escrow Shares shall be deemed to be the Closing Market Price (as defined in Section 2.4). If Except with respect to claims based on fraud committed by the Company or any Holder which are not limited, if the Closing occurs, Parent agrees that Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s 's sole and exclusive remedy and recourse against each of the Shareholders Holders under this Agreement for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability inaccuracy or breach of any Shareholder representation or warranty of the Company or the Holders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto or any breach or nonfulfillment of, or any failure to perform, any of the covenants or undertakings of the Company or the Holders which are contained in or made pursuant to this Agreement or the Letter of Transmittal shall be limited to against such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount Holder's pro rata share of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification Shares and Option Shares held in escrow pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4Agreement. Notwithstanding anything herein to the contrary contained hereincontrary, the Shareholders Holders shall have no liability for indemnification pursuant to this Article XII XI until the aggregate Losses are to the Parent and the Company exceed $75,000, at which point each Holder shall be liable only for his or its pro rata share of the amount of such Losses in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount75,000.

Escrow. At the Effective Time, ten percent (10%) of the sum of the Merger Shares and Stock Options (collectively, the "Escrow Deposit") shall be delivered to the Escrow Agent, to be held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as Exhibit C. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of the Escrow Deposit shall be deemed to be the Closing Market Price (less the exercise price therefore with respect to the Stock Options). If Except with respect to claims based on fraud committed by the Company or the Equityholders, which are not limited, if the Closing occurs, Parent agrees that Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s 's sole and exclusive remedy and recourse against the Shareholders Equityholders under this Agreement for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability inaccuracy or breach of any Shareholder representation or warranty of the Company or the Equityholders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto other than Losses arising under Section 13.5 and from breaches of the representations and warranties set forth in Sections 3.4, 3.9 and 3.11 (the "Covered Representations") shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of against the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification held in escrow pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4Agreement. Notwithstanding anything herein to the contrary contained hereincontrary, except as provided under Section 13.5 and in the Shareholders next sentences, (i) the Equityholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of to the Parent and the Company exceed $100,00025,000 (the "Basket"), at which point the Shareholders Equityholders shall only be liable for the full amount of Losses all Losses, and (ii) the maximum aggregate liability of the Equityholders hereunder shall not exceed the value (determined by reference to the Closing Market Price) of the Escrow Deposit (the "Maximum Indemnification"). With respect to indemnification claims arising under Section 12.1(i) from any inaccuracy in excess or breach of such amountany Covered Representations, or for Sections 12.1(ii), (iii) or (iv) of this Article XII, neither the Basket nor the Maximum Indemnification limitation shall apply.

Escrow. (a) Seller shall deposit into escrow (a) two hundred seventy-five thousand dollars ($275,000.00) of each Installment up to an aggregate total of $2,750,000.00 (the “Reserve Payment”); less (b) the Installment Interest (together (a) and (b), are referred to as the “Escrow Amount”) to be held in an escrow account held by Compass Bank (BBVA) N.A. (the “Escrow Agent”) on behalf of Buyer and Seller in accordance with an escrow agreement in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”). In the event that any Installment is insufficient to make the Reserve Payment as a result of the working capital set-off in Section 2.4(e) or a set-off of an indemnification claim permitted under Section 10.3(i), Buyer shall be entitled to increase the amount of subsequent Reserve Payments so that the Escrow Amount reflects the total Reserve Payments required to be made to date hereunder. Notwithstanding anything elsewhere set forth herein, nothing herein shall be deemed to prevent the Seller from pursuing the Freedom Logistics Litigation appeal in accordance with the Joint Defense Agreement at its sole cost and expense. No payment shall be made to Freedom Logistics, LLC from the Escrow Amount until the earlier of (i) Seller appeals have been exhausted, or the applicable appeal period has expired; or (ii) payment is ordered to be made by the presiding court. None of Buyer or Provider Companies shall be obligated to take any action or make any agreement in its name or otherwise in pursuit of Seller’s appeal. The Escrow Deposit Amount shall serve as security for the payment of any claims for indemnification by Buyer under Article X. Any payments owed by the Seller to any Buyer Indemnified Parties pursuant to Article X shall be held paid first from any set-off of Installment Payments under Section 10.3(i) and disbursed then from the Escrow Funds at Buyer’s discretion. On the second anniversary of the Closing Date, the Escrow Agent shall release in accordance with the terms of the Escrow Agreement an amount of the Escrow Funds equal to the excess, if any, of (i) any remaining Escrow Funds over (ii) the aggregate amount of any claims asserted by Buyer pursuant to Article X prior to the second anniversary of the Closing Date that are not yet resolved (“Unresolved Escrow Claims”). The Escrow Funds retained for an Unresolved Escrow Claim shall be released by the Escrow Agent (to the extent not utilized to pay a Buyer Indemnified Party for any such claims resolved in favor of a buyer Indemnified Party) to Seller upon the resolution of such Unresolved Escrow Claim in accordance with an this Agreement and the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.

Escrow. At the Effective Time, ten percent (10%) of the Merger ------ Shares and instruments or other documentation representing Stock Options to purchase ten percent (10%) of the Option Shares and Warrants to purchase ten percent (10%) of the Warrant Shares (collectively, the "Escrow Shares") shall be delivered to State Street Bank and Trust Company, as escrow agent (the "Escrow Agent") to be held for a period ending on the first anniversary of the Closing Date. Parent may make a claim for any Losses indemnified hereunder until the first anniversary of the Closing Date. The Escrow Deposit Shares shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If Agreement in the form attached hereto as Exhibit D. Except with respect to claims based on fraud committed by the Company --------- or any Holder which are not limited, if the Closing occurs, Parent agrees that Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s 's sole and exclusive remedy and recourse against each of the Shareholders Holders under this Agreement for Losses attributable to any Indemnifiable Matters. Except inaccuracy or breach of any representation or warranty of the Company or the Holders which is contained in this Agreement or the Shareholder Letter Agreement or any Schedule or certificate delivered pursuant hereto or thereto or any breach or nonfulfillment of, or any failure to perform, any of the covenants or undertakings of the Company (which covenants, agreements or undertakings were to be performed or complied with respect on or prior to the Excluded Obligations, consummation of the maximum liability of any Merger) or the Holders which are contained in or made pursuant to this Agreement or the Shareholder Letter Agreement shall be limited to against such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount Holder's pro rata share of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); providedShares, however, that no Shareholder shall have any liability for indemnification Option Shares and Warrant Shares held in escrow pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4Agreement. Notwithstanding anything herein to the contrary contained hereincontrary, the Shareholders Holders shall have no liability for indemnification pursuant to this Article XII XI until the aggregate Losses are in excess of to the Parent and the Company exceed $100,000, at which point the Shareholders each Holder shall only be liable only for his or its pro rata share of the amount of such Losses in excess of such amount$100,000.

Escrow. The Notwithstanding any provision of this Agreement to the contrary, (a) except as set forth in Section 9.5(b), the Purchaser Indemnitees shall have recourse only against the undisbursed Indemnification Escrow Deposit shall be held Amount and disbursed by the income, interest, increments and gains earned on the Indemnification Escrow Agent Amount (the “Indemnification Escrowed Funds”) with respect to any Damages, in accordance with an the terms of the Escrow AgreementAgreement and (b) in no event will Seller be liable for Damages or otherwise for any matter in any way relating to this Agreement or the transactions contemplated hereby other than out of the undisbursed Indemnification Escrowed Funds, except (i) for claims for indemnification for Damages pursuant to Section 9.2(a)(i) for breaches or inaccuracies of the representations and warranties of the Seller and the Company set forth in Sections 3.4 (Authority; Authorization; Enforceability), 3.7 (Brokers), 3.8 (Capitalization of the Acquired Companies) and 3.9 (Rights; Warrants or Options) and any claims for intentional fraud, or (ii) payment of any Purchase Price Decrease (if any) out of the Purchase Price Escrowed Funds pursuant to Section 2.4(c)(iii). If To the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree extent that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right any Purchaser Indemnitee is entitled to indemnification from the Seller pursuant to this Article XII shall constitute Parent’s9, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) including out of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered Indemnification Escrowed Funds under this Article XII Section 9.5, such Purchaser Indemnitee shall first recover any Damages from such Shareholder’s Pro Rata portion of the Escrow Deposit); providedundisbursed Indemnification Escrowed Funds prior to pursuing recovery directly from the Seller, however, that no Shareholder shall have any liability except (i) for claims for indemnification for Damages pursuant to Section 12.1(b9.2(a)(i) on account for breaches or inaccuracies of the representations and warranties of the Seller and the Company set forth in Sections 3.4 (Authority; Authorization; Enforceability), 3.7 (Brokers), 3.8 (Capitalization of the Acquired Companies) and 3.9 (Rights; Warrants or Options) and any claims for intentional fraud, or (ii) for payment of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification Purchase Price Decrease (if any) pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountSection 2.4(c)(iii).

Escrow. The In order to at least partially satisfy, and to establish a procedure for the satisfaction of, amounts owed to Parent pursuant to Section 2.7 and claims by the Parent Indemnitees for indemnification pursuant to Article VIII hereof, Parent, the Stockholder Representative and Xxxxx Fargo Bank, National Association (the “Escrow Deposit Agent”) shall be held and disbursed by enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent (i) cash in accordance the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Cash Escrow Amount”) and (ii) an aggregate of 695,580 shares of Parent Stock (the “Stock Escrow Amount”) within ten (10) business days after the Closing. Parent shall be deemed to have contributed the proportion of the Escrow Amount with an Escrow Agreement. If respect to each Equityholder set forth on the Closing occurs, Parent, First Acquisition Corp. Consideration Schedule and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right consideration payable to indemnification each Equityholder pursuant to this Article XII II shall constitute Parent’sbe reduced by such amount. As used in this Agreement, First Acquisition Corp.’s the term “Escrow Amount” means, as of any moment in time, the amount of cash and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Mattersvalue of the Parent Stock then in the Escrow Account. Except with respect Pursuant to the Excluded Obligations, terms and subject to the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) conditions of the Escrow Deposit Agreement, the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrow Amount (the “Escrow Account”). The timing and the maximum liability of any Shareholder methodology for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion release of the Escrow Deposit)Amount shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that no Shareholder each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the Escrow Amount, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. After the eighteen month anniversary of the Closing Date, the Escrow Agent shall have any liability for indemnification pursuant deliver to Section 12.1(b) the Stockholders and Parent or the Second Surviving Corporation, on account behalf of the Company Optionholders, the remaining Escrow Amount minus the Pending Claims Amount in accordance with the Escrow Agreement. In the event of a distribution of any other Shareholderamounts from the Escrow Account to the Equityholders, each Equityholder shall be entitled to receive a portion of such distribution equal to the proportion set forth with respect to such Equityholder on the Closing Consideration Certificate. For purposes of satisfying any claims for indemnification under this Agreement, a “Pro Rata Portion” all shares of a Shareholder as to any Losses or as to Parent Stock in the Escrow Deposit Account shall be deemed to have a value equal to the percentage Parent Stock Value, as adjusted for any stock splits, dividends, combinations or the like, irrespective of the Merger Consideration to which actual value of such Shareholder shares at the time the claim is entitled as set forth on Schedule 12.4satisfied out of the Escrow Account. Notwithstanding anything to the contrary contained herein, no fraction of a share of Parent Stock shall be released from the Shareholders Escrow Account and all releases of shares of Parent Stock shall have no liability for indemnification pursuant be rounded to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountnearest whole share.

Escrow. At the Effective Time, ten percent (10%) of the Merger Shares received by the Principal Shareholder, but in no event less than eight percent (8%) of the sum of the Merger Shares and Option Shares (collectively, the "Escrow Shares") shall be delivered to U.S. Bank, as escrow agent (the "Escrow Agent "), to be held for a period ending on the Escrow Release Date, except Escrow Shares may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit Shares shall be held and disbursed by the Escrow Agent in accordance with an Escrow AgreementAgreement in the form attached hereto as Exhibit C. For the purpose of any claim against the Escrow Shares hereunder, the value per share of the Escrow Shares shall be deemed to be the Closing Market Price. If Except with respect to claims based on fraud committed by the Company or the Principal Shareholder which are not limited, if the Closing occurs, Parent agrees that Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s 's sole and exclusive remedy and recourse against the Shareholders Principal Shareholder under this Agreement for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability inaccuracy or breach of any representation or warranty of the Company or the Principal Shareholder which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto other than Losses arising from breaches of the representations and warranties set forth in Sections 3.4, 3.11 and 3.23 (the "Covered Representations") shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of against the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification Shares held in escrow pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4Agreement. Notwithstanding anything herein to the contrary contained hereincontrary, (i) the Shareholders Principal Shareholder shall have no liability for indemnification pursuant to this Article XII XI until the aggregate Losses are in excess of to the Parent and the Company exceed $100,00025,000, at which point the Shareholders Principal Shareholder shall only be liable for the full amount of Losses all Losses, and (ii) except as provided in excess the next sentence, the maximum aggregate liability of such amountthe Principal Shareholder hereunder shall not exceed the value (determined by reference to the Closing Market Price) of the Escrow Shares. Any claims for indemnification arising under Section 11.1(i) from any inaccuracy in or breach of any Covered Representations or under Section 11.1(ii) of this Article XI will not be subject to any limitation.

Escrow. The Escrow Deposit shall be held In connection with the Closing, Parent, the Representative and disbursed by the Escrow Agent shall have executed and delivered an escrow agreement in a form customary for transactions of this nature, containing terms and conditions consistent with those set forth herein and reasonably acceptable to Parent and the Company (the "Escrow Agreement") under which a Person mutually satisfactory to Parent and the Representative shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of applicable indemnification obligations pursuant to ARTICLE IX. The Merger Consideration otherwise payable to the Company Holders pursuant to Sections 2.6, 2.7 and 2.8 but for this Section 2.12 shall be reduced by an amount equal to the Escrow Amount. The parties will, to the extent consistent with applicable Law, treat the Escrow Fund and any earnings thereon as owned by Parent for tax purposes. Upon the termination of the Escrow Fund in accordance with an the Escrow Agreement and Section 9.4 of this Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to each Company Holder shall receive its Pro Rata Portion of Escrow Amount less such Company Holder's Pro Rata Portion of any indemnification obligations pursuant to ARTICLE IX. The adoption of this Article XII Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of the Company shall constitute Parent’sapproval of the Escrow Agreement and all arrangements related thereto, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against including the Shareholders for Losses attributable depositing of the Escrow Amount into the Escrow Fund. Notwithstanding anything else in this Section 2.12 to the contrary, any Indemnifiable Mattersamounts withheld under this Section 2.12 payable to holders of Options shall satisfy the separate account requirements of Section 404(a)(5) of the Code, if applicable. Except Any interest accruing with respect to the Excluded Obligations, Escrow Fund shall be deemed part of the maximum liability Escrow Amount for all indemnification and escrow disbursement purposes hereunder. The right of any Shareholder shall be limited Company Holder to such Shareholder’s receive its Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion Fund, if any, (as defined belowi) of the Losses up to the aggregate amount is an integral part of the Merger Consideration which provided for in this Agreement, (ii) does not give the Company Holders dividend rights, voting rights, liquidation rights, preemptive rights or other rights of holders of capital stock of the Company, (iii) shall not be evidenced by a certificate or other instrument, (iv) shall not be assignable or otherwise transferable by such Shareholder is entitled Company Holder, except by will, upon death or by operation of Law, and (less v) does not represent any amount previously recovered under right other than the right to receive the consideration set forth in this Article XII from such Shareholder’s Pro Rata Section 2.12. Any attempted transfer of the right to any portion of the Escrow Deposit); provided, however, that no Shareholder shall have Amount by any liability for indemnification pursuant to Section 12.1(bholder thereof (other than as specifically permitted by the immediately preceding sentence) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountnull and void.

Escrow. The funds received by Gibraltar Bank (the “Escrow Deposit Agent”) in accordance with Section 2.2 of this Agreement shall be held in escrow pursuant to the terms and disbursed conditions of this Section 2.3 of the Agreement. The funds shall be held in a non-interest bearing account. The Escrow Agent shall disburse the funds to the Company, or as the Company shall in writing direct, upon receipt of written confirmation to Escrow Agent from WindsorTech and Bxxxxx Partners, LP pursuant to the Escrow Agreement of even date herewith, that all closing contingencies have been met. If the closing of such transaction has not taken place by the closing date as defined in this Agreement, or the closing date as extended as defined in this Agreement, the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect return such funds to the Excluded Obligations, Investors immediately and shall return all executed documents to the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit Company. The Investors and the maximum liability of Company, jointly and severally, agree to indemnify Escrow Agent for, and to hold it harmless against, any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the loss, liability, damage or expense incurred by Escrow Deposit); providedAgent arising out of, howeveror in connection with, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” any litigation arising in connection with this Agreement or any transaction related in any way hereto, including but not limited to attorneys' fees incurred by Escrow Agent in the event of a Shareholder as to any Losses or question as to the provisions hereof or its duties hereunder, and other costs and expenses incurred by Escrow Deposit shall be equal to the percentage Agent in fulfilling its duties and responsibilities hereunder, or incurred by Escrow Agent defending itself against any claim of the Merger Consideration to which liability (other than, in all such Shareholder is entitled as set forth on Schedule 12.4cases, for Escrow Agent’s willful misconduct or gross negligence). Notwithstanding anything to the contrary contained herein, the Shareholders Escrow Agent shall have no liability for indemnification pursuant to duties arising from this Article XII until the aggregate Losses are Agreement except those expressly set forth in excess this Section 2.3 and it shall not be bound by any notice of $100,000claim or demand, at which point the Shareholders or any waiver, modification or amendment unless it shall only be liable for the amount have given its prior written consent thereto. STOCK PURCHASE AGREEMENT BETWEEN WindsorTech, Inc. . AND CERTAIN INVESTORS Page 4 of Losses in excess of such amount.26 ARTICLE II

Escrow. The On the Closing Date, Purchaser shall, on behalf of Seller, pay to the Escrow Deposit shall be held Agent, as agent to Purchaser and disbursed Seller, in immediately available funds, to the account designated by the Escrow Agent (the "Escrow Account"), an amount equal to five percent (5%) of the Estimated Purchase Price (such amount, as it may be subsequently reduced pursuant to this Section 9.5, the "Escrow Amount"), in accordance with an the terms of this Agreement and the Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right Any payment Seller is obligated to indemnification make to any Purchaser Indemnified Parties pursuant to this Article XII IX shall constitute Parent’sbe paid first, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligationsextent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is given to Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall accordingly reduce the Escrow Amount and, second, to the extent the Escrow Amount is insufficient to pay any remaining sums due, then Seller shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. On the first anniversary of the Closing Date, the maximum liability Escrow Agent shall release the Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount equal to the amount of any Shareholder claims for indemnification under this Article IX asserted prior to such anniversary but not yet resolved ("Unresolved Claims"). The Escrow Amount retained for Unresolved Claims shall be limited released by the Escrow Agent (to the extent not utilized to pay Purchaser for any such Shareholder’s Pro Rata Portion (as defined belowclaims resolved in favor of Purchaser) upon their resolution in accordance with this Article IX. For the avoidance of doubt, the release of the Escrow Deposit and Amount to Seller after the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) first anniversary of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification Closing Date pursuant to this Article XII until Section 9.5 shall not prejudice any of the aggregate Losses are in excess rights of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountPurchaser Indemnified Parties to seek indemnification from Seller under this Agreement.

Escrow. (a) The parties hereto agree that Three Million Four Hundred Seventy-Five Thousand Dollars ($3,475,000.00) of the Closing Merger Consideration (the “Escrow Deposit Amount”) shall be deposited by Parent in an interest-bearing account established by the Parent (the “Escrow Account”) with SunTrust Bank, or such other bank or trust company as is reasonably acceptable to the Stockholder Representative (the “Escrow Agent”), to be held and disbursed distributed by the Escrow Agent in accordance with the terms and conditions of an Escrow Agreement. If Agreement among the Closing occurs, Parent, First Acquisition Corp. the Stockholder Representative and Second Acquisition Corp. agree that the Parent’sEscrow Agent substantially in the form of Exhibit C hereto, First Acquisition Corp.’s with such changes and Second Acquisition Corp.’s right additions as the Escrow Agent may reasonably require (the “Escrow Agreement”). Two Million Dollars ($2,000,000) of the Escrow Amount shall be available solely to indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against Section 10.02(viii) below (the Shareholders for Losses attributable to any Indemnifiable Matters“Calcaneal Stem Claims Escrow Amount”). Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion Three Hundred Twenty-Five Thousand Dollars (as defined below$325,000.00) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations Amount shall be limited available solely to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration indemnify, hold harmless and reimburse any Indemnified Party from any Damages for which such Shareholder Indemnified Party is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for to indemnification pursuant to Section 12.1(b10.02(vii) on account below (the “Tax Escrow Amount”). Fifty Thousand Dollars ($50,000.00) of the Escrow Amount shall be available solely to the Stockholder Representative to reimburse his expenses in accordance with Section 3.05 above and not for claims for Damages pursuant to Article X or any other Shareholderpurpose (the “Stockholder Representative Escrow Amount”). For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to Each Company Equityholder shall have an interest in the Escrow Deposit shall be Amount in an amount equal to the percentage product of the Merger Consideration to which such Shareholder is entitled his, her or its (X) applicable Allocable Percentage as set forth on in Schedule 12.43.01(d) and (Y) the Escrow Amount. Notwithstanding anything Subject to Section 3.05, no Company Equityholder shall receive cash held in escrow unless and until permitted under the contrary contained hereinterms of this Section 3.07, Article X and the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountEscrow Agreement.

Escrow. The Escrow Deposit Seller and Shareholders agree that fifty percent (50%) of all principal and interest due under the Debenture (including any common stock of Parent issued in conversion of such principal) and the Promissory Note, and fifty percent (50%) of all payments made under the Contracts for Deed, shall be deposited, when paid by Purchaser, into a joint bank account agreed upon by Seller and Purchaser which requires the signature of both Seller and Purchaser to make draws and sign checks; provided however, that in no event shall payments due under the Promissory Note, the Debenture or the Contracts for Deed be withheld or deposited in the foregoing account if sum of the aggregate amount then held in such account plus the sum of amounts previously expended by Seller in implementing the Plan of Remediation is at least equal to the lesser of (i) $350,000, or (ii) the amount reasonably estimated by RE/SPEC, Inc. to implement any work under the Plan of Remediation for which payment has not been made or which is yet to be performed. All amounts so deposited (the "Escrowed Amounts") shall be used by Seller to implement the Plan of Remediation and the remaining balance shall be held and disbursed by in such account until such time as (i) the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree MPCA has issued a letter to Seller stating that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except no further action is required with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) remediation of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) contamination of the Losses up Real Estate or any adjacent property affected by contamination to the aggregate amount Real Estate; and (ii) all contractors, engineers, consultants, laborers, materialmen, suppliers, attorneys, agents and any other party retained by Seller to provide services in the preparation and execution of the Merger Consideration Plan of Remediation have been paid in full. All interest earned on the Escrowed Amounts may be withdrawn by the Seller and Shareholders as permitted by the depository institution at which such Shareholder is entitled (less any amount previously recovered the Escrowed Amounts are deposited. The foregoing escrow of payments will not preclude Purchaser from seeking indemnification from Seller and Shareholders under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes 11 of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to extent the percentage foregoing remedies do not adequately compensate Purchaser for expenses and costs incurred in respect of the Merger Consideration to which such Shareholder is entitled any Third Party Claims (as set forth on Schedule 12.4defined in Section 11). Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amount.(e)

Escrow. The Escrowed Shares will be deposited into Escrow, pursuant to an escrow agreement, dated the Closing Date, substantially in the form of Exhibit C (the "Escrow Agreement"). The Escrow Deposit Agent will hold the Escrowed Shares as provided by the Escrow Agreement as security for the obligations of the Shareholders under Sections 2.2 and 10.2 hereof. The Escrow Agreement shall provide for the distribution of the Escrowed Shares (or proceeds from the sale thereof) from the Escrow pursuant to Sections 2.2(a), (b)(ii), (which shall not be subject to claims of the Company under Section 10.2), and Section 2.2(c) and (d), which shall be held subject to claims of the Company under Section 10.2, or reduction in the Net Consideration under Section 2.3. Investment earnings on any balances in the Escrow shall accrue to the benefit of the Shareholders and disbursed shall constitute additional security for the Company, and any fees for maintaining the Escrow shall be paid from the balances in the Escrow, or if impractical, then paid directly by the Shareholders. No Escrowed Shares, or proceeds from the sale thereof, shall be distributed to Shareholders' Representative or any Shareholder except pursuant to the Escrow Agreement in compliance with the terms and conditions of this Agreement. Any Escrowed Shares released from the Escrow to either the Shareholders, Shareholders' Representative or the Company shall be valued for purposes of satisfying any amounts owing under this Agreement at the BE Closing Price without reference to the Escrowed Shares' then actual market price. The Shareholders shall be responsible for, and without using any assets in Escrow shall pay when due, any and all Taxes imposed upon or arising from the transfer of the Escrowed Shares. Any fees and costs of Escrow Agent for maintaining the Escrow shall be the responsibility of the Shareholders and may be paid from the Shareholders' proceeds from the sale of Escrowed Shares, or directly by the Shareholders. The Shareholders and Company agree that all Escrowed Shares shall be sold by the Escrow Agent at the earliest opportunity and the proceeds from the sale thereof shall be substituted in accordance with an place of the Escrowed Shares. Accordingly, the Shareholders hereby irrevocably authorize and direct the Escrow Agreement. If Agent and any agents or representatives of the Closing occursCompany to take any and all actions necessary or appropriate, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s in such Person's sole and exclusive remedy absolute discretion, to effect sales of Escrowed Shares on such terms and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligationsconditions (and only on such terms and conditions), the maximum liability of any Shareholder and at such times and utilizing such underwriters and brokers, as shall be limited directed and approved by the Company in a written notice (a "Sale Notice") to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as delivered to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in excess of $100,000, at which point the Shareholders shall only be liable for the amount of Losses in excess of such amountAgent.

Escrow. (a) On the Closing Date, Parent shall deliver to the Escrow Agent, the Escrow Stock and the Escrow Cash (collectively, the “Escrow Fund”) which would otherwise be payable to the holders of Parent Common Stock pursuant to Section 1.5 and the Employee Payout Recipients. The Escrow Deposit Fund shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit E (the “Escrow Agreement”). The Escrow Fund shall be available to hold harmless, indemnify and disbursed defend each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise directly or indirectly become subject (regardless of whether or not such Damages relate to any third party claim) and which arise directly or indirectly from or as a result of, or are directly or indirectly connected with certain matters set forth in this Agreement. The aggregate amount withheld from the Aggregate Merger Consideration on behalf of each Indemnitor towards the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder Fund shall be limited proportionate to such ShareholderIndemnitor’s Pro Rata Portion (as defined below) of percentage interest in the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Merger Consideration to which such Shareholder is entitled Fund as set forth on Schedule 12.4. Notwithstanding anything Exhibit A to the contrary contained hereinEscrow Agreement. Each Indemnitor shall be entitled to cash disbursements from cash remaining in the Escrow Fund and stock disbursements from shares of Parent Common Stock remaining in the Escrow Fund as, the Shareholders shall have no liability for indemnification when and if such disbursements are required to be made pursuant to this Article XII until Agreement and the aggregate Losses are Escrow Agreement, in excess of $100,000, at which point each case based on such Indemnitor’s percentage interest in the Shareholders shall only be liable for the amount of Losses in excess of such amount.Escrow Fund as set forth on Exhibit A to the

Escrow. The Escrow Deposit shall be held and disbursed by (a) As the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this indemnification obligations set forth in Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes VII of this Agreement, a “Pro Rata Portion” 545,635 of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to shares of Parent Common Stock issuable upon the percentage Closing of the Merger Consideration to (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which such Shareholder is entitled shall be allocated among the recipients in the same proportion as set forth on Schedule 12.4. Notwithstanding anything their proportionate share of the total Company Common Stock outstanding immediately prior to the contrary contained hereinEffective Time, all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Parent, the Shareholders shall have no liability for indemnification Representative, the Committee and Continental (or such other Person as may be agreed by Parent and the Representative), as escrow agent (“Escrow Agent”), substantially in the form of Exhibit B hereto (the “Escrow Agreement”). On the date (the “Basic Indemnity Escrow Termination Date”) that is the later of the first anniversary of the Closing Date or thirty (30) days after the date on which Parent has filed its Annual Report on Form 10-K pursuant to this Article XII until the aggregate Losses Securities Exchange Act of 1934, as amended (“Exchange Act”), for its 2013 fiscal year, the Escrow Agent shall release 272,818 of the original number of Escrow Shares, less that number of Escrow Shares applied in satisfaction of or reserved with respect to indemnification claims that are not Tax Indemnification Claims and Environmental Indemnification Claims (each as hereinafter defined) made prior to such date, to the stockholders in the same proportions as originally deposited into escrow, except that, if the number of Escrow Shares applied in satisfaction of or reserved with respect to Tax Indemnification Claims and Environmental Indemnification Claims made prior to such date is in excess of $100,000272,817, at which point the Shareholders shall only be liable for the amount of Losses in excess Escrow Shares to be released shall also be reduced by the amount of such amount.excess. The remaining Escrow Shares (the “T/E Indemnity Shares”) shall be available for indemnification only with respect to Tax Indemnification Claims and Environmental Indemnification Claims. On the date (the “T/E Indemnity Escrow Termination Date”) that is thirty (30) days after Parent has filed its Annual Report on Form 10-K for its 2015 fiscal year, the Escrow Agent shall deliver the T/E Indemnity Shares, less any of such shares applied in satisfaction of a Tax Indemnification Claim or an Environmental Indemnification Claim and any of such shares related to a Tax Indemnification Claim or an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow. Any Escrow Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such Persons promptly upon such resolution. “

Escrow. The Escrow Deposit shall be held and disbursed by As the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this indemnification obligations set forth in Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other Shareholder. For purposes VII of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage 10% of the Merger Consideration to Shares, excluding the Escrowed EBITDA Shares, issuable in the Merger (the “Escrow Shares”), shall be deposited in escrow (the “Escrow Account”), which such Shareholder is entitled shall be allocated among the Recipients in the same proportion as set forth on Schedule 12.4. Notwithstanding anything their proportionate share of the total Company Common Stock and Company Preferred Stock immediately prior to the contrary contained hereinEffective Time (on a converted-to-Company Common Stock basis and ignoring for such purpose any participating preference payable in respect of any Preferred Stock), all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between Parent, the Shareholders Representative, and Continental (or such other Person as may be agreed by Parent and the Representative), as escrow agent (“Escrow Agent”), substantially in the form of Exhibit A hereto (the “Escrow Agreement”). The Escrow Agreement shall have provide that on the 30th day after the date Parent has filed with the SEC its Annual Report for the year ending December 31, 2009 on Form 10-K, but in no liability for event later than twelve months after the Closing (the “Escrow Release Date”), the Escrow Agent shall release the Escrow Shares, less that portion thereof applied in satisfaction of or reserved with respect to indemnification claims in connection with claims made pursuant to Section 7.1(a) of this Article XII until Agreement (“Escrow Claims”). Any Escrow Shares due to be released on the aggregate Losses are Escrow Release Date that continue to be held with respect to any unresolved Escrow Claim shall be delivered to the Recipients in excess of $100,000the same proportions as originally deposited into escrow, at which point the Shareholders shall only be liable promptly upon such resolution, subject to reduction, if any, for the amount of Losses in excess of indemnification obligation associated with such amountresolved Escrow Claim.