Common use of Indemnification Escrow Clause in Contracts

Indemnification Escrow. (a) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolved. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At ClosingThe Escrow Deposit Amount, or from and after the Closing the Remaining Escrow Deposit Amount, shall (subject to the terms and conditions of Article 6) serve as and be the sole and exclusive source for payment of claims for indemnification by any Purchaser will depositIndemnitee pursuant to Article 6. The Escrow Letter of Credit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of which shall be provided at the Purchase Price (the “Indemnification Escrow Amount”) with Closing by Purchaser to the Escrow Agent as security for in respect of the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount Deposit Amount, shall be held by the Escrow Agent in an account (the “Indemnity Escrow Account”) in accordance with the terms and conditions set forth herein and of an escrow agreement in the Escrow Agreement form attached hereto as Exhibit G (the “Indemnification Escrow FundAgreement”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolved. (b) Any portion of On the Indemnification Escrow Amount accordingly retained on or after date which is twelve (12) months following the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by Closing, the Escrow Agent promptly shall pay and disburse to the Partnership, via a draw on the funds available under the Escrow Letter of Credit, the Initial Indemnity Release Amount calculated in accordance with Section 2.13, and the amount available to be drawn under the Escrow Letter of Credit and the aggregate principal amount of the Escrow Letter of Credit shall be reduced to reflect the foregoing draw and payment. (c) Notwithstanding anything in this Agreement or in the Escrow Agreement to the contrary, in the event that the Partnership is entitled, pursuant to this Agreement and the Escrow Agreement, to funds to be drawn from the Escrow Letter of Credit and the Escrow Agent is not able to draw all or any part of such funds from the Escrow Letter of Credit after receiving a notice (formatted as a joint written instruction) directing it to draw and release such funds, whether due to the expiration of the Escrow Letter of Credit, technical draw issues or otherwise, then, and in any such event, Purchaser shall deliver to the Partnership, by wire transfer of immediately available funds, not later than three (3) business days (with time of the essence) after a written request therefor from the Partnership, the amount of funds to which the Partnership is entitled or, if less than such amount, the remaining amount available to be drawn under the Escrow Letter of Credit, and the amount available to be drawn thereafter under the Escrow Letter of Credit (if not already equal to Zero) shall be reduced by the amount of such wire transfer. Without limiting the forgoing, any inability of the Escrow Agent to draw upon resolution the Escrow Letter of each specific claim involvedCredit for any amount that is properly payable to the Partnership from the Escrow Letter of Credit or the Indemnity Escrow Account pursuant to this Agreement and the Escrow Agreement shall not relieve the Purchaser from its obligation to have made or to make such payment to the Partnership, and the Purchaser shall effect such payment by wire transfer in accordance with the preceding sentence. (d) If either Purchaser or the Partnership anticipates that there will be any funds remaining under the Escrow Letter of Credit as of the expiration date of the Escrow Letter of Credit (the “Escrow L/C Expiration”), then Purchaser shall use reasonable best efforts to obtain and deliver to the Escrow Agent, at least three (3) business days prior to the Escrow L/C Expiration, a replacement clean, irrevocable and unconditional standby letter of credit in the aggregate face amount equal to the amount of funds remaining under the Escrow Letter of Credit (i) in substantially the same form as the Escrow Letter of Credit or such other form as is reasonably acceptable to the Partnership and the Escrow Agent and (ii) from the then-current lender under the Escrow Letter of Credit or such other lender as is reasonably acceptable to the Partnership (the “Replacement Letter of Credit”). The Escrow Agreement shall provide that if the Escrow Agent has not received a Replacement Letter of Credit from Purchaser and written notice from the Partnership that the Replacement Letter of Credit satisfies the requirements of this Section 2.12(d) at least six (6) business days prior to the Escrow L/C Expiration, then prior to the close of business on the third (3rd) business day prior to the Escrow L/C Expiration (with time of the essence), the Escrow Agent shall draw all funds remaining under the Escrow Letter of Credit and hold such funds in the Indemnity Escrow Account for release pursuant to the applicable provisions of the Escrow Agreement (a “Full Draw Event”). Following the expiration of the Escrow Letter of Credit, all references in this Agreement and the Escrow Agreement to the Escrow Letter of Credit shall be deemed to refer to the Replacement Letter of Credit (and any subsequent replacement standby letter of credit that complies with this Section 2.12(d)), and this Section 2.12(d) shall apply to the Replacement Letter of Credit mutatis mutandis. (e) The Parties agree that the Escrow Agreement shall treat the Escrow Letter of Credit and any funds held in the Indemnity Escrow Account as owned by the Partnership for U.S. federal income tax purposes.

Indemnification Escrow. (a) At ClosingSubject to the applicable limitations set forth in this Article X, any amounts due by Seller to Purchaser pursuant to this Article X shall be first satisfied from the Escrowed Shares. To the extent that Purchaser is determined to be owed by Seller amounts in excess of the Indemnification Holdback Amount, Purchaser will depositmay seek payment for such amounts from Seller, subject to the limitations set forth in accordance with Section 2.5(b)10.4. (b) If Seller does not dispute any claim made by Purchaser against Seller, Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount and Purchaser shall be held by provide written instructions to the Escrow Agent in accordance with the terms Escrow Agreement to disburse to Purchaser a number of Escrowed Shares equal to the amount of the undisputed claim divided by the Per Share Price. If Seller does dispute any claim made by Purchaser, then upon the final non-appealable determination of the amount in question (or an agreement between the Parties), as applicable, with respect to such claim, Seller and conditions set forth herein and in Purchaser shall provide written instructions to the Escrow Agreement (Agent to disburse to Purchaser a number of Escrowed Shares equal to the “Indemnification Escrow Fund”). All costs and expenses amount determined by such final, non-appealable determination or agreement to be due pursuant to the terms of the Indemnification Escrow Fund shall be split equally Agreement divided by Seller and Purchaser. Any portion the Per Share Price. (c) On the first (1st) anniversary of the Indemnification Escrow Amount not previously released by Closing Date, Purchaser and Seller shall instruct the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released release to Seller all of the then-remaining Escrowed Shares, save and except a number of Escrowed Shares equal to (i) the sum of (A) Ten Million Dollars ($10,000,000) plus (B) the aggregate amount of all unsatisfied claims for indemnification that Purchaser has validly made against Seller on or its designees on before such date pursuant to this Article X and which are subject to satisfaction (in whole or in part) from the Escrowed Shares, divided by (ii) the Per Share Price. On the date that is eighteen (18) months after the Closing Date, Purchaser and Seller shall instruct the Escrow Release Date; providedAgent to release to Seller the then-remaining Escrowed Shares, howeversave and except a number of Escrowed Shares equal to the aggregate amount of all unsatisfied claims for indemnification that Purchaser has validly made against Seller on or before such date pursuant to this Article X and which are subject to satisfaction (in whole or in part) from the Escrowed Shares, that a portion of divided by the Per Share Price. (d) The Parties agree to provide joint written instructions to the Indemnification Escrow Fund, which, Agent to distribute the Escrowed Shares as and when provided in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedthis Agreement. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At the Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars (an amount equal to $6,000,000.00) 950,000 of the Purchase Asset Interest Price shall be withheld and delivered to the Escrow Agent and deposited in escrow by the Purchaser (the “Indemnification Escrow Amount”), to be held for a period of 24 months following the Closing Date (the “Indemnification Escrow Period”) to secure the Seller’s indemnification obligations under this Section 6.2. The Escrow Agent shall deposit the Indemnification Escrow Amount in a non-interest-bearing account to be held in accordance with the form of escrow agreement (“Indemnification Escrow Agent Agreement”) attached hereto as security for Exhibit G. (i) Fifty percent (50%) of the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held released and paid by the Escrow Agent in accordance with to the terms and conditions set forth herein and in Seller on the Escrow Agreement 1st anniversary of the Closing Date (the “Indemnification Escrow FundFirst Release”). All costs and expenses of ; provided, however, the First Release shall be reduced by any amounts either (A) paid to a Purchaser Indemnified Party from the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any Amount, or (B) subject to a disputed claim as of the date of the First Release. (ii) The remaining portion of the Indemnification Escrow Amount not previously shall be released and paid by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to the Seller or its designees on the Escrow Release Date2nd anniversary of the Closing Date (the “Second Release”); provided, however, that the Second Release shall be reduced by any amounts either (A) paid to a portion Purchaser Indemnified Party from the Indemnification Escrow Amount, or (B) subject to a disputed claim as of the date of the Second Release. (iii) If the Seller receives notice from the Purchaser of a request for indemnification during the Indemnification Escrow Period and the Seller does not dispute its indemnification obligation in connection therewith, the Purchaser may, only after complying with the procedures described in the Indemnification Escrow Agreement, set off the amount owed to it in respect of such indemnification obligation against the Indemnification Escrow Amount. Such amount will reduce the Indemnification Escrow Amount and any corresponding release owed to the Seller during the applicable period set forth in this Section 6.2(d), or upon termination of the Indemnification Escrow FundPeriod, whichas the case may be. Prior to exercising its right of set-off hereunder, the Purchaser shall notify the Seller in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination writing of the Escrow Period matter in dispute together with respect to all material facts and circumstances existing prior reasonably necessary for the Seller to expiration of determine the Escrow Period, shall be retained by the Escrow Agent until Basis for such claims have been resolvedclaim or asserted obligation. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (ai) At ClosingPrior to 11:59 p.m. (PST) on the date that is eighteen (18) months after the Closing (the “Termination Time”), Purchaser will depositAcquiror may deliver to Stockholders’ Agent and the Escrow Agent a written certificate signed by the Chief Financial Officer or other senior officer of Acquiror (an “Officer’s Certificate”) stating that in its good faith determination Acquiror is entitled to be indemnified, in accordance with the amount set forth in the Officer’s Certificate (the “Damages”) pursuant to Section 2.5(b), Six Million Dollars ($6,000,000.009.2(b) of the Purchase Price Merger Agreement, and specifying in reasonable detail the reasons therefor and the individual items of such Damages included in the amount so stated and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. (the “Indemnification Escrow Amount”ii) with the The Escrow Agent as security shall not be responsible for making any assessments of the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by the Escrow Agent in accordance with Officer’s Certificate and shall, subject to the terms and conditions set forth herein and of this Escrow Agreement, be entitled to rely conclusively upon its contents. Subject to clause (iii), the aggregate amount of all Damages specified in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of an Officer’s Certificate shall not be released from the Indemnification Escrow Fund with respect to such claims until the claims related to such Damages have been finally resolved and either (1) the Escrow Agent receives a joint written instruction regarding the Damages to be released hereunder or (2) the Escrow Agent receives a certified copy of a final and non-appealable judgment of a competent court of jurisdiction stating that it is final with respect to the Damages at issue (a “Judgment”). (iii) Notwithstanding clause (ii), in the event that within thirty (30) days from and after receipt of an Officer’s Certificate, Stockholders’ Agent does not provide a written objection (a “Stockholder Objection”) to the Escrow Agent and Acquiror with respect to one or more of the claims set forth in an Officer’s Certificate (each such non-disputed claim, a “Non-Disputed Claims”), the Escrow Agent shall be split equally by Seller disburse to Acquiror, on behalf of the Acquiror Indemnified Persons, the amount of Damages set forth in such Officer’s Certificate that arise from each Non-Disputed Claim. (iv) In the event that within thirty (30) days from and Purchaser. Any portion after receipt of an Officer’s Certificate, Stockholders’ Agent provides a Stockholder Objection with respect to one or more of the claims set forth in an Officer’s Certificate (each such disputed claim, a “Disputed Claims”), the Escrow Agent shall not release from the Indemnification Escrow Amount not previously released by the amount of Damages set forth in such Officer’s Certificate that arise from each Disputed Claim until such Disputed Claims have been finally resolved and either (1) the Escrow Agent receives a joint written instruction regarding the Damages to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller hereunder or its designees on (2) the Escrow Release DateAgent receives a certified copy of a Judgment; provided, however, provided that a portion of this clause (iv) shall not prevent the Escrow Agent from disbursing funds from the Indemnification Escrow Fund, which, to Acquiror in the good faith, reasonable judgment satisfaction of Purchaser, is necessary to satisfy any pending but unresolved Non-Disputed Claim or unsatisfied claims specified in any Notice of Disputed Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have that has been finally resolved. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (ai) At ClosingTo secure Seller’s indemnification obligations under Section 12 of this Agreement and Old Operator’s indemnification obligations under Section 15 of the OTA’s, Purchaser will deposit, in accordance with Section 2.5(b), Six Two Million and 00/100 Dollars ($6,000,000.002,000,000.00) of the Purchase Price (the “Indemnification Escrow AmountEscrow”) shall be deposited in escrow at Closing with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall Title Company, to be held by the Escrow Agent in accordance with the terms this Section 12(e) and conditions set forth herein and in the pursuant to an Indemnification Escrow Agreement in a form reasonably acceptable by the parties hereto (the “Indemnification Escrow FundAgreement”). All costs and expenses Losses payable to any New Operator’s Indemnitee pursuant to Section 15 of each OTA or Purchaser’s indemnitee pursuant to Section 12 of this Agreement shall be paid from the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of in accordance with the procedures in the Indemnification Escrow Amount not previously released by Agreement. On the first Business Day following the six (6) month anniversary of the Closing (the “First Release Date”), Escrow Agent shall release to Purchaser as the Seller up to Five Hundred Thousand and 00//100 Dollars ($500,000.00) (minus the amount of pending indemnification claims by any New Operator Indemnitee; provided that in the event that any amount is withheld by Escrow Agent due to any pending claim, the portion of such amount that is not applied to a result of an indemnification pending claim by Purchaser Indemnitee shall be released to Seller or its designees on as soon as practicable following resolution of such claim) from the Indemnification Escrow funds, provided that at least One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) of the initial Indemnification Escrow Funds (to the extent not exhausted to such date) shall remain as Indemnification Escrow following such First Release Date. On the first Business Day following the twelve (12) month anniversary of the Closing (the “Second Release Date”), Escrow Agent shall release to the Seller up to Five Hundred Thousand and 00//100 Dollars ($500,000.00) (minus the amount of pending indemnification claims by any New Operator Indemnitee; provided that in the event that any amount is withheld by Escrow Agent due to any pending claim, the portion of such amount that is not applied to a pending claim shall be released to Seller as soon as practicable following resolution of such claim) from the Indemnification Escrow funds, provided that at least One Million and 00/100 Dollars ($1,000,000.00) of the initial Indemnification Escrow Funds (to the extent not exhausted to such date) shall remain as Indemnification Escrow following such Second Release Date. On the first Business Day following the eighteen (18) month anniversary of the Closing (the “Third Release Date”), Escrow Agent shall release to the Seller up to Five Hundred Thousand and 00//100 Dollars ($500,000.00) (minus the amount of pending indemnification claims by any New Operator Indemnitee; provided that in the event that any amount is withheld by Escrow Agent due to any pending claim, the portion of such amount that is not applied to a pending claim shall be released to Seller as soon as practicable following resolution of such claim) from the Indemnification Escrow funds, provided that at least Five Hundred Thousand and 00/100 Dollars ($500,000.00) of the initial Indemnification Escrow Funds (to the extent not exhausted to such date) shall remain as Indemnification Escrow following such Third Release Date. On the first Business Day following the twenty four (24) month anniversary of the Closing (the “Final Release Date”; each of the First Release Date, Second Release Date, Third Release Date, and Final Release Date are a “Release Date”), Escrow Agent shall release to the Seller any remaining Indemnification Escrow funds then held by Escrow Agent (minus the amount of pending indemnification claims by any New Operator Indemnitee; provided that in the event that any amount is withheld by Escrow Agent due to any pending claim, the portion of such amount that is not applied to a pending claim shall be released to Seller as soon as practicable following resolution of such claim). (ii) Notwithstanding anything contained in subsection (i) to the contrary, Purchaser may, in its sole and absolute discretion, elect for the Indemnification Escrow to be funded (by Purchaser to Seller as part of the Purchase Price, and then from Seller into escrow) in the form of Strawberry Fields REIT (“STRW”) common stock (hereinafter, “STRW-Stock”); provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faithevent the fair market value of any such STRW-Stock at the time of its release on the applicable Release Date does not equal or exceed the cash value scheduled to be released on such Release Date, reasonable judgment of Purchaser, is necessary Purchaser shall promptly pay (or cause to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered be paid) to Seller pursuant to Section 8.4 prior to termination such difference by wire transfer of immediately available funds. This subsection (ii) shall survive the Escrow Period with respect to facts and circumstances existing prior to expiration Closing for a period of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedthirty six (36) months. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At the Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars (an amount equal to $6,000,000.00) 250,000.00 of the Purchase Price shall be withheld and delivered to the Escrow Agent and deposited in escrow by the Purchaser (the “Indemnification Escrow Amount”), to be held for a period of 18 months following the Closing Date (the “Indemnification Escrow Period”) to secure the Seller’s indemnification obligations under this Section 6.2. The Escrow Agent shall deposit the Indemnification Escrow Amount in a non-interest-bearing account to be held in accordance with the form of escrow agreement (“Indemnification Escrow Agent Agreement”) attached hereto as security for Exhibit E. (i) Fifty percent (50%) of the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held released and paid by the Escrow Agent in accordance with to the terms and conditions set forth herein and in Seller on the Escrow Agreement 1st anniversary of the Closing Date (the “Indemnification Escrow FundFirst Release”). All costs and expenses of ; provided, however, the First Release shall be reduced by any amounts either (A) paid to a Purchaser Indemnified Party from the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any Amount, or (B) subject to a disputed claim as of the date of the First Release. (ii) The remaining portion of the Indemnification Escrow Amount not previously shall be released and paid by the Escrow Agent to Purchaser as a result the Seller at the end of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Indemnification Escrow Release DatePeriod (the “Second Release”); provided, however, that the Second Release shall be reduced by any amounts either (A) paid to a portion Purchaser Indemnified Party from the Indemnification Escrow Amount, or (B) subject to a disputed claim as of the date of the Second Release. (iii) If the Seller receives notice from the Purchaser of a request for indemnification during the Indemnification Escrow Period and the Seller does not dispute its indemnification obligation in connection therewith, the Purchaser may, only after complying with the procedures described in the Indemnification Escrow Agreement, set off the amount owed to it in respect of such indemnification obligation against the Indemnification Escrow Amount. Such amount will reduce the Indemnification Escrow Amount and any corresponding release owed to the Seller during the applicable period set forth in this Section 6.2(d), or upon termination of the Indemnification Escrow FundPeriod, whichas the case may be. Prior to exercising its right of set-off hereunder, the Purchaser shall notify the Seller in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination writing of the Escrow Period matter in dispute together with respect to all material facts and circumstances existing prior reasonably necessary for the Seller to expiration of determine the Escrow Period, shall be retained by the Escrow Agent until Basis for such claims have been resolvedclaim or asserted obligation. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. On the Closing Date, Buyer, Seller and Wachovia Bank, N.A. the (a"Escrow Agent") At Closing, Purchaser will deposit, shall execute a Post-Closing Escrow Agreement substantially in the form attached as Exhibit C (the "Post-Closing Escrow Agreement") in accordance with Section 2.5(b)which, Six on the Closing Date, Buyer shall deposit Two Million Dollars ($6,000,000.002,000,000) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be (such deposit and all amounts held from time to time by the Escrow Agent in respect of such deposit, including any interest or other earnings in respect of such deposit, the "Indemnification Funds") in order to provide a fund for the payment of any claims for which Buyer is entitled to indemnification as provided in this Article 11. The Indemnification Funds shall be held and disbursed in accordance with the terms -40- 47 of this Agreement and conditions set forth herein and in the Post-Closing Escrow Agreement (Agreement. On the “Indemnification Escrow Fund”). All costs and expenses first business day following the one year anniversary of the Closing Date, any Indemnification Escrow Fund Funds not then subject to indemnification claims of Buyer under this Agreement shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser Seller. If at any time before the one year anniversary of the Closing Date, Seller sells, transfers or otherwise transfers all or substantially all of its assets, Seller shall cause Six Million Dollars ($6,000,000) to be deposited with and held by Union Bank of California in a segregated account that will not be available to satisfy any obligations or liabilities of the Seller other than obligations to Buyer pursuant to this Article 11, and Seller shall provide Buyer with prompt reasonable evidence that such deposit has been made in accordance with the foregoing. Seller shall cause the entire $6,000,000 to be so held in such account until the one year anniversary of the Closing Date. If on the one year anniversary of the Closing Date there are any outstanding claims for indemnification by Buyer against Seller under this Article 11 and the stated amount of such claims exceeds the amount of the Indemnification Funds then remaining and being held by the Escrow Agent, Seller shall cause the amount of such deficiency to continue to be so held in such account by Union Bank of California until such time as a result the one or more claims giving rise to such deficiency are resolved and Buyer has been paid any amounts to which it may be entitled in connection therewith, and Seller may cause any amounts so held by Union Bank of an indemnification claim by Purchaser Indemnitee shall California in excess of such deficiency to be released to Seller. So long as Seller or its designees on the Escrow Release Date; providedis required to hold any monies in such account pursuant to this Section 11.5, however, that a portion Seller shall provide Buyer with prompt reasonable evidence of the Indemnification Escrow Fund, which, amounts held in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedaccount upon Buyer's request. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At Closing, Purchaser the Indemnification Escrow will depositbe transferred by Acquiror to, in accordance with Section 2.5(band thereafter held by (subject to the terms of this Agreement and the Escrow Agreement), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for of the indemnification obligations of Seller the Security Holders under Section 8.2 9.2 hereof. The Indemnification Escrow Amount Stockholders’ Agent and Acquiror shall be held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any cause any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser Acquiror as a result of an indemnification claim by Purchaser Indemnitee shall Acquiror, including as a result of Section 9.3, to be released to Seller or its designees on the Security Holders as set forth in Sections 9.1(b) and (c). (b) No later than the ***, Stockholders’ Agent and Acquiror shall cause the Escrow Release Date; provided, however, that a Agent to *** of an *** equal *** portion of the Indemnification Escrow Fund*** and is not subject to *** reflected in one or more ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. (c) No later than the Final Escrow Release Date, whichStockholders’ Agent and Acquiror shall cause the Escrow Agent to release to the Security Holders their applicable Escrow Pro Rata Share of any amounts of the Indemnification Escrow that remain in escrow as of the Final Escrow Termination Date, in less with respect to each such Security Holder, such Security Holder’s Escrow Pro Rata Share of the good faith, reasonable judgment Indemnification Escrow that is not permitted to be released from escrow as of Purchaser, is necessary such date as a result of one or more Officer’s Certificates delivered by Acquiror pursuant to satisfy Section 9.3 with respect to any pending but unresolved or unsatisfied indemnification claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolved. (b) Acquiror. Any portion of the Indemnification Escrow Amount accordingly retained on or after that is not released to the Escrow Release Date Security Holders as a result of Section 9.3 shall be released to Seller the Security Holders or Purchaser Acquiror (as appropriate) by the Escrow Agent promptly upon resolution of each specific indemnification claim involved. (d) The cash held as part of the Indemnification Escrow shall be released to the respective Security Holders in accordance with such Security Holders’ Escrow Pro Rata Share.

Indemnification Escrow. (a) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) The Escrowed Amount shall be deposited into escrow with the Escrow Agent as security for and subject to the indemnification obligations terms of Seller under Section 8.2 hereof. The Indemnification the Escrow Agreement and this Agreement and remain in escrow until the eighteen (18) month anniversary of the Closing Date (the "Indemnity Release Date") or until it is paid to a Parent Indemnitee; provided, that upon the Indemnity Release Date, an amount equal to the difference between (a) the remainder of the Escrowed Amount and (b) the then-applicable Reserve Amount shall be held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously promptly released by the Escrow Agent pursuant to Purchaser as a result the terms of an indemnification claim by Purchaser Indemnitee the Escrow Agreement to the holders of Company Capital Stock in accordance with this Agreement. Notwithstanding the foregoing, however, the Dissenting Shares Escrow Amount shall be segregated from the remainder of the Escrowed Amount and shall be released to Seller or its designees on from the Escrow Release Date; provided, however, Fund from time to time only as follows: (i) with respect to Non-Consenting Stockholders that a portion have not exercised Appraisal Rights within twenty one (21) days following the date of mailing of the Indemnification Company's notice of approval of the Merger to each of the holders of Company Capital Stock (the "Appraisal Right Determination Date"), 150% of the aggregate amount of consideration attributable to the shares of Company Capital Stock held by such Non-Consenting Stockholders immediately prior to the Effective Time shall be released from the Escrow Fund, which, 100% of such aggregate amount shall be distributed to such Non-Consenting Stockholders on the Appraisal Right Determination Date and the remaining 50% of such aggregate amount shall be released on such date to the holders of Company Capital Stock in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period accordance with this Agreement; and (ii) with respect to facts and circumstances existing any Dissenting Stockholder, 150% of the amount of consideration attributable to the Dissenting Shares held by such Dissenting Stockholder immediately prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolved. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date Effective Time shall be released to Seller or Purchaser (as appropriate) by from the Escrow Agent promptly Fund, up to 150% of such amount shall be distributed to such Dissenting Stockholder upon resolution the date of each specific claim involvedand in accordance with the settlement or final adjudication of all claims of such Dissenting Stockholder made under Section 262 of the DGCL and the remainder of such amount (if any) shall be released on such date to the holders of Company Capital Stock in accordance with this Agreement. If a Dissenting Stockholder withdraws its demand for Appraisal Rights in accordance with Section 262 of the DGCL, then 150% of the amount of consideration attributable to the Dissenting Shares held by such Dissenting Stockholder immediately prior to the Effective Time shall be released from the Escrow Fund within five (5) Business Days of the withdrawal of such demand, 100% of such amount shall be distributed to such Non-Consenting Stockholders on the date of such release and the remaining 50% of such amount shall be distributed to the holders of Company Capital Stock on the date of such release in accordance with this Agreement.

Indemnification Escrow. (a) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as As security for the indemnification obligations payment of Seller under Section 8.2 hereof. The an Indemnification Escrow Amount shall be held by Obligation of the Sellers arising pursuant to an Indemnification Claim, the Sellers authorize the Buyer to hold and deliver as Escrow Agent in accordance with the terms and conditions set forth herein and in Escrowed Shares pursuant to the Escrow Agreement in the form of Exhibit A attached hereto. The Buyer is authorized to (i) withdraw from the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any Seller's portion of the Indemnification Escrow Amount not previously released by Escrowed Funds described therein, if any, such amount and (ii) withdraw and cancel from the Escrow Agent to Purchaser as a result Seller's portion of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees the Escrowed Shares such number of Escrowed Shares based on the Escrow Release Date; provided, however, that a portion Share Indemnification Value needed to satisfy the Indemnification Obligation of the Seller. In the event all the Escrowed Shares and Escrowed Funds have not been delivered in satisfaction of Indemnification Escrow FundObligations of the Sellers, which, on a date which is the corresponding date in the good faithtwelfth month following the Closing Date, reasonable judgment the Buyer as Escrow Agent shall deliver to each Seller such Seller's Portion of Purchaser, is necessary the Escrowed Shares and Escrowed Funds which based on the Escrow Share Indemnification Value as of such date are not reserved to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination Indemnification Obligations which may arise from outstanding Indemnification Claims of the Escrow Period with respect to facts Buyer as of such date. The Escrowed Shares and circumstances existing prior to expiration of the Escrow PeriodEscrowed Funds so reserved, if any, shall be retained delivered to the Buyer or the Sellers within five business days following the final determination as to the Indemnification Claims outstanding. To the extent an Indemnification Obligation of a Seller can not be satisfied by the Escrow Agent until such claims have been resolved. (b) Any portion delivery of the Escrowed Shares and Escrowed Funds, the Seller agrees to pay the balance to the Buyer within ten days of the determination of his or her Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser Obligation by wire transfer of immediate funds. (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.e)

Indemnification Escrow. Notwithstanding anything to the contrary in this Agreement: (a) At ClosingParent shall initially withhold an aggregate of twenty percent (20%) of the Merger Consideration, Purchaser which is 500 shares of Parent Preferred Stock (the “Indemnification Holdback”), in the amounts set forth opposite each Securityholder’s name on Exhibit B. (b) If a Parent Indemnitee determines in good faith that it is entitled to indemnification for Damages pursuant to ARTICLE VIII below, Parent shall deliver to the Controlling Securityholders a written request for the payment of the amount of such Damages (a “Payment Request”), which Payment Request shall identify in reasonable detail the facts and circumstances with respect to the subject matter of such Damages, the section of this Agreement for which indemnification is sought and the amount and method of computing the amount of Damages. Within twenty (20) days after the Controlling Securityholders receive a Payment Request, the Controlling Securityholders shall deliver to Parent a written notice (a “Response Notice”) stating whether or not the Controlling Securityholders object to the payment of all or any portion of the Damages amount set forth in the Payment Request. In the event the Controlling Securityholders do not deliver a Response Notice within twenty (20) days after receipt of a Payment Request, the Controlling Securityholders will depositbe deemed not to have objected to any portion of the Damages amount set forth in the Payment Request and Parent shall deduct such Damages amount from the Indemnification Holdback pursuant to Section 2.5(c) below. Parent will be prohibited from deducting any Damages amount in dispute as set forth in the Response Notice, unless (i) the Controlling Securityholders deliver a written notice (an “Amended Response Notice”) to Parent stating they have withdrawn the objection with respect to all or any part of the objections set forth in the Response Notice, or (ii) Parent delivers to the Controlling Securityholders a copy of a final, non-appealable order of a court of competent jurisdiction (a “Final Order”) determining that the Parent Indemnitee is entitled to payment of such Damages amount under this Agreement. Upon receipt of an Amended Response Notice from the Controlling Securityholders or a Final Order not appealed and bonded, as applicable, Parent shall thereafter act in accordance with Section 2.5(b2.5(c) below. (c) If Parent has received a Response Notice (or fails to receive a Response Notice as specified above) or an Amended Response Notice or has obtained a Final Order, and if such Response Notice (or Payment Request in the event Parent has not received a Response Notice as specified above), Six Million Dollars Amended Response Notice or Final Order indicates that a Parent Indemnitee is entitled to payment in respect of all or any portion of Damages amount set forth in a Payment Request, then Parent may deduct from the Indemnification Holdback an amount equal to the amount due to the Parent Indemnitee as indicated in such Response Notice ($6,000,000.00or Payment Request in the event Parent has not received a Response Notice as specified above), Amended Response Notice, or Final Order (the “Final Claim Amount”) as calculated in accordance with Section 2.5(d) below and such amount will be deducted from the Indemnification Holdback Consideration. If such Response Notice, Amended Response Notice or Final Order indicates that the Parent Indemnitee is not entitled to all or any portion of the Purchase Price Damages amount set forth in the Payment Request, then Parent shall not deduct such shares from the Indemnification Holdback until such amounts are distributed to any Parent Indemnitee in respect of another Payment Request pursuant to this Section 2.5(c) or, subject to Section 2.5(e), the Indemnification Expiration Date. (d) For purposes of determining the number of shares of Parent Preferred Stock to be deducted from the Indemnification Holdback pursuant to this Section 2.5, Parent shall divide the amount of the Damages to be paid in accordance with Section 2.5 by $1,000 (the “Stated Value”). Each share of Parent Preferred Stock and each share of Parent Preferred Stock underlying the Parent Warrants shall have a value of $1,000. (e) If the outstanding shares of Parent Preferred Stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities of Parent or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, sale of assets, merger or consolidation, whether or not Parent is the surviving corporation, then Parent shall be obligated to substitute for the Parent Preferred Stock the number and kind of shares of stock or other securities into which each outstanding share of Parent Preferred Stock shall be so changed. In the event a contingency described in this subsection occurs, the Stated Value shall be appropriately adjusted in a manner as agreed by Parent and the Controlling Securityholders within 30 days of such event. (f) Promptly (i) after nine months following the Closing Date (the “First Release Date”), Parent shall distribute to the Securityholders as Merger Consideration an amount equal to 50% of the initial Indemnification Holdback less the amount of Merger Consideration previously deducted by parent as a Final Claim Amount, and (ii) after August 15, 2011 (the “Indemnification Escrow AmountExpiration Date”) with ), Parent shall distribute the Escrow Agent as security for remainder of the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement Holdback (the “Indemnification Escrow FundFinal Distribution Amount”). All costs and expenses of ) to the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser Securityholders as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release DateMerger Consideration; provided, however, that in the event that prior to the First Release Date or the Indemnification Expiration Date, Parent delivers a portion Payment Request to the Controlling Securityholders seeking indemnification for Damages (a “Pending Claim”) and such Pending Claim is unresolved as of the First Release Date or the Indemnification Escrow FundExpiration Date, whichParent shall not distribute, in the good faith, reasonable judgment of Purchaser, is necessary and will continue to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller hold pursuant to Section 8.4 prior this Agreement, that number of shares of Parent Preferred Stock pursuant to termination of the Escrow Period Indemnification Holdback having a value equal to the Damages amount sought with respect to facts and circumstances existing prior such Pending Claim that is unresolved, which Parent Preferred Stock shall be valued at the Stated Value (the “Reserved Stock”). Parent shall continue to expiration holdback the Reserved Stock following the First Release Date or Indemnification Expiration Date, as applicable, pending resolution of the Escrow Periodapplicable Pending Claim and, shall be retained by the Escrow Agent until such claims have been resolved. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of the applicable Pending Claim, shall either (i) deduct such Reserved Stock in whole or in part from the Indemnification Holdback payable to the Securityholders as appropriate following resolution of the applicable Pending Claim in accordance with Section 2.5, or (ii) distribute as Merger Consideration to Securityholders pursuant to this Agreement. In the event that (i) the Controlling Securityholders or Parent delivers to the other a Final Order that determines or provides that the Parent Indemnitees are or are not, as the case may be, entitled to payment or reimbursement of some or all of the Damages requested in any Pending Claim, or (ii) Parent and the Controlling Securityholders jointly agree in writing that the Parent Indemnitees are or are not, as the case may be, entitled to some or all of the Damages requested in any Pending Claim, Parent will disburse the Reserved Stock or portion thereof held in respect of the Damages subject to such Pending Claim to the Securityholders pursuant to the Merger Agreement or the Parent Indemnitees, in each specific claim involvedcase, as specified in such Final Order or written agreement. At such time after the Indemnification Expiration Period as all Pending Claims have been finally resolved in accordance with Section 2.5 and there remains any Reserved Stock, all remaining Reserved Stock shall be delivered by Parent to the Securityholders pursuant to this Agreement as Merger Consideration. A Pending Claim shall be considered to be resolved at such time as (1) either Parent or the Controlling Securityholders delivers to the other a Final Order determining the extent, if any, to which the Parent Indemnitee is entitled to indemnification under Article VIII below for the Damages pursuant to such Pending Claim, or (2) Parent and the Controlling Securityholders agree in writing that such Pending Claim has otherwise been resolved, which such written agreement indicates the extent, if any, to which the Parent Indemnitee is entitled to indemnification under Article VIII below for the Damages pursuant to such Pending Claim.

Indemnification Escrow. (a) At ClosingEach of Parent, Purchaser will depositthe Company and the Securityholders hereby acknowledge and agree that, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) 2.10 of the Purchase Price Agreement and in order to secure the indemnity obligations of the Securityholders to the Buyer Indemnified Parties under the Agreement, at the Closing a portion of the Merger Consideration that would otherwise have been required to be delivered to the Securityholders equal to $15,000,000 was deposited and has been held in escrow pursuant to the terms of the Indemnification Escrow Agreement, and that the portion of such amount that was withheld from the portion of the Merger Consideration that would otherwise have been delivered to such Securityholder is set forth opposite such Securityholder's name in column C of Schedule I to the Agreement. Each of Parent, the Company and the Securityholders hereby acknowledge and agree that, as promptly as practicable following the execution and delivery of this Amendment by all parties hereto, the Representative, Parent and the Escrow Agent will enter into an amendment to the Indemnification Escrow Agreement in the form of ANNEX II hereto, subject only to the comments, if any, of the Escrow Agent as to its rights and obligations under the Indemnification Escrow Agreement (the “Indemnification "Escrow Amount”) Agreement Amendment"). Simultaneously with the execution and delivery of the Escrow Agreement Amendment, and in order to secure ▇▇▇▇▇▇▇▇'▇ indemnity obligations to the Buyer Indemnified Parties, ▇▇▇▇▇▇▇▇ shall deposit the Letter of Credit with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall to be held by the Escrow Agent in accordance with the terms hereof and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller Agreement. Each of Parent, the Company and Purchaser. Any the Securityholders hereby covenant and agree that the Agreement is hereby amended to the extent required to allow the substitution of the Letter of Credit for the portion of the Indemnification Escrow Amount not which was previously released by the Escrow Agent to Purchaser as a deposited on behalf of ▇▇▇▇▇▇▇▇, and hereby irrevocably waive any breach or default that would otherwise result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until from such claims have been resolvedsubstitution. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At ClosingOn the Closing Date, Purchaser will deposit, each of Parent and the Sellers' Representative shall execute and deliver an escrow agreement in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of substantially the Purchase Price form attached hereto as Exhibit B-2 (the “"Indemnification Escrow Amount”) Agreement"). On the Closing Date, Parent shall deposit with the Escrow Agent as security for a portion of the indemnification obligations of Seller under Section 8.2 hereofTotal Transaction Consideration otherwise payable to the Sellers at the Closing equal to $91,500,000 (the "Indemnification Escrow"). The Indemnification Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnification Escrow Agreement. Pursuant to the Indemnification Escrow Agreement, the Indemnification Escrow shall be released by the Escrow Agent as follows: (i) On the first anniversary of the Closing Date (the "First Release Date"), in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund Agreement, the Escrow Agent shall be split equally by Seller release from the Indemnification Escrow and Purchaser. Any portion pay to the Sellers' Representative an amount equal to seventy-five percent (75%) of the Indemnification Escrow Amount minus any amounts of any indemnity claims made pursuant to Article IX (whether or not previously released such indemnity claims have been determined to be valid) as of such First Release Date, which amount shall be distributed by the Escrow Agent Sellers' Representative to Purchaser as a result the Sellers on an equal per share basis; and (ii) On the second anniversary of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Closing Date (the "Second Release Date; provided"), however, that a portion in accordance with the terms of the Indemnification Escrow FundAgreement, which, the Escrow Agent shall release and pay to the Sellers' Representative all remaining amounts then contained in the good faithIndemnification Escrow minus any amounts of any indemnity claims made pursuant to Article IX (whether or not such indemnity claims have been determined to be valid) as of such Second Release Date, reasonable judgment of Purchaserwhich amount shall be distributed by the Sellers' Representative to the Sellers on an equal per share basis. To the extent the Sellers' Representative disagrees with the amounts determined under clauses (i) and (ii), is necessary the dispute shall be submitted to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller mediation pursuant to Section 8.4 prior to termination 9.5. A portion of the Escrow Period with respect to facts and circumstances existing prior to expiration balance of the amounts remaining in the Indemnification Escrow Period, shall be paid to the Sellers' Representative as each claim remaining after the Second Release Date is resolved, with the portion to be repaid being equal to the amount retained by in the Indemnification Escrow Agent until in respect of the resolved claim. At such time as all remaining claims have been resolved. (b) Any portion of , all remaining amounts in the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released and paid to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involvedSellers' Representative.

Indemnification Escrow. (a) At a. Notwithstanding the foregoing provisions of Section 1, at the Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six One Million Dollars ($6,000,000.001,000,000) of the Purchase Price (the “Indemnification ▇▇▇▇▇▇▇▇▇ Family Escrow Amount”) with of the Aggregate Purchase Price shall be paid by MSN to the Escrow Agent to be held in escrow as security for part of the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount as contemplated by the Merger Agreement. The amount otherwise payable to each ▇▇▇▇▇▇▇▇▇ Family Party at the Closing pursuant to Section 1 shall be held reduced by such ▇▇▇▇▇▇▇▇▇ Family Party’s pro rata share of the ▇▇▇▇▇▇▇▇▇ Family Escrow Agent Amount (in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”total number of Purchased Shares sold by each of them), which amount is specified next to each such ▇▇▇▇▇▇▇▇▇ Family Party’s name on Annex A hereto. All costs and expenses of the Indemnification Escrow Fund Such contribution shall be split equally by Seller in lieu of, and Purchaser. Any not in addition to, a portion of the Indemnification Escrow Amount not previously released that would otherwise be contributed by the Indemnification Escrow Agent Participants to Purchaser as a result the Indemnification Escrow Amount pursuant to Section 1.5(e) of an indemnification claim by Purchaser Indemnitee shall be released the Merger Agreement and accordingly, MSN agrees that, upon payment of the ▇▇▇▇▇▇▇▇▇ Family Escrow Amount to Seller or its designees on the Escrow Release Date; providedAgent, however, that a portion of the Indemnification Escrow FundAmount equal to the ▇▇▇▇▇▇▇▇▇ Family Escrow Amount, whichshall immediately be distributed to the Indemnification Escrow Participants an amount equal to One Million Dollars $1,000,000, pro rata in accordance with their respective Indemnification Escrow Percentages (or if such contribution is made at Closing, such amounts shall be delivered to the Exchange Agent and distributed with the Merger Consideration as specified by the Holder Representative) and each Escrow Participant’s Indemnification Escrow Percentages shall thereafter be reduced to a percentage equal to such Escrow Participant’s Indemnification Percentage as provided in the good faithMerger Agreement multiplied by a fraction the numerator of which is $3,600,000 and the denominator of which is $4,600,000, reasonable judgment such that the reduced Escrow Participants’ Indemnification Escrow Percentages together with each ▇▇▇▇▇▇▇▇▇ Family Party’s Indemnification Escrow Percentage (as specified next to such ▇▇▇▇▇▇▇▇▇ Family Party’s name on Annex A hereto) shall equal 100%. b. Each ▇▇▇▇▇▇▇▇▇ Family Party shall thereafter have an interest in a proportionate share of Purchaserthe Indemnification Escrow Amount held in escrow from time to time equal to such ▇▇▇▇▇▇▇▇▇ Family Party’s Indemnification Escrow Percentage (as specified next to such ▇▇▇▇▇▇▇▇▇ Family Party’s name on Annex A hereto) and shall be liable, is necessary solely from the amounts contributed to satisfy the Indemnification Escrow Amount, for the payment of a proportionate share of any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller amounts payable pursuant to Section 8.4 prior to termination Article XI of the Escrow Period with respect to facts Merger Agreement (or that certain letter agreement by and circumstances existing prior to expiration between MSN and the Company, dated as of the Escrow Perioddate of the Merger Agreement, shall be retained related thereto, a copy of which has been provided to the ▇▇▇▇▇▇▇▇▇ Family Parties or their counsel (the “Letter Agreement”)) as a result of the final resolution of any claim made by an Acquiror Indemnitee for indemnification thereunder (including, as a result of any determination by the Escrow Agent until Holder Representative that such claims have been resolved. (b) Any Acquiror Indemnitee is entitled to indemnification). If any Acquiror Indemnitee is entitled to a distribution of all or any portion of the Indemnification Escrow Amount accordingly retained on with respect to any claim for indemnification made pursuant to Article XI of the Merger Agreement or after the Letter Agreement, each ▇▇▇▇▇▇▇▇▇ Family Party agrees that such ▇▇▇▇▇▇▇▇▇ Family Party’s interest in the Indemnification Escrow Amount shall be reduced by an amount equal to (x) such ▇▇▇▇▇▇▇▇▇ Family Party’s Indemnification Escrow Percentage, multiplied by (y) the aggregate amount distributed to such Acquiror Indemnitee from the Indemnification Escrow Amount. The ▇▇▇▇▇▇▇▇▇ Family Escrow Amount shall otherwise be held as part of the Indemnification Escrow Amount in accordance with the Indemnification Escrow Agreement and the applicable provisions of the Merger Agreement, each of which are incorporated by reference herein. Without limiting the foregoing, any time at which distributions of the Indemnification Escrow Amount are made to the Escrow Release Date Participants, each ▇▇▇▇▇▇▇▇▇ Family Party shall be released entitled to Seller or Purchaser (a proportionate share of such distribution in accordance with their respective Indemnification Escrow Percentages. c. By executing this Agreement, each ▇▇▇▇▇▇▇▇▇ Family Party agrees to the designation of TC Group, L.L.C. as appropriate) by the Escrow Agent promptly upon Holder Representative to act on their behalf with respect to the resolution of each specific claim involvedany Asserted Liability and that Section 13.2 of the Merger Agreement is incorporated herein by reference and applies to the ▇▇▇▇▇▇▇▇▇ Family Parties in respect of their interest in the Indemnification Escrow Amount.

Indemnification Escrow. (a) At ClosingTo the extent that any Parent Indemnified Party is entitled to any indemnification payments, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the such indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount payments shall be held disbursed to such Parent Indemnified Party by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses wire transfer of immediately available funds from the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedAccount. (b) Any portion In accordance with the Escrow Agreement, unless any such balance is then subject to a pending claim or dispute, (i) on the twelve (12)-month anniversary of the Closing Date the parties shall provide a joint written instruction to the Escrow Agent to release an amount equal to fifty percent (50%) of (x) the balance of the cash held in the Indemnification Escrow Amount accordingly retained Account, minus (y) the amount of any then-pending but unresolved claims; and (ii) on or after the Escrow Release Date Survival Termination Date, the parties shall be released provide a joint written instruction to Seller or Purchaser (as appropriate) by the Escrow Agent to release an amount equal to one hundred percent (100%) of (x) the balance of the cash held in the Indemnification Escrow Account, minus (y) the amount of any then-pending but unresolved claims. Such joint written instructions to the Escrow Agent shall cause the Escrow Agent to pay the amounts set forth above to the Payments Administrator for the benefit of the Securityholders. The Payments Administrator shall distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage; provided that to the extent a Securityholder is a holder of Cash-Out Options or a MIP Participant, the Payments Administrator shall deposit with the Surviving Company any portion of such amount payable to such holder of Cash-Out Options or MIP Participant, and Parent shall cause the Surviving Company, as promptly upon practicable following such deposit, to distribute to each such holder or participant such amounts, and the amount distributed to the other Securityholders shall be reduced accordingly. Upon final resolution of any unresolved claim in respect of which an amount (that otherwise would have been released pursuant to the first sentence of this Section 9.05(b)) had been retained (to the extent not utilized to satisfy valid claims for indemnification pursuant to Section 9.02(a)), the parties shall provide a joint written instruction to the Escrow Agent to deliver such amount promptly from the Indemnification Escrow Account by wire transfer of immediately available funds and shall be paid to each specific claim involvedSecurityholder in accordance with the process set forth in the preceding sentence and the terms of the Escrow Agreement. (c) Promptly upon any Person becoming entitled to release of amounts from the Indemnification Escrow Account pursuant to Section 7.03(b) or this Article IX or the Escrow Agreement, the parties shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to so release such amounts.

Indemnification Escrow. (a) At ClosingTo the extent that any Parent Indemnified Party is entitled to any indemnification payments, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the such indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount payments shall be held disbursed to such Parent Indemnified Party by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses wire transfer of immediately available funds from the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedAccount. (b) Any On the Survival Termination Date, the parties shall provide a joint written instruction to the Escrow Agent to deliver promptly from the Indemnification Escrow Account by wire transfer of immediately available funds all or a portion of the cash held in the Indemnification Escrow Amount accordingly retained on Account, such that, following such transfer, the amount of cash remaining in the Indemnification Escrow Account equals only the amount, if any, of claims for indemnification under Section 7.03(b) and Section 9.02(a) properly asserted prior to such date by the Parent Indemnified Parties in writing in accordance with Section 7.03 or after this Article IX, as applicable, but not yet resolved as of the Survival Termination Date (such claims, “Unresolved Claims,” and such amount of funds to be transferred, the “Indemnification Escrow Release Date shall be released Remainder”). Such joint written instructions to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon shall cause the Escrow Agent to pay to the Representative the Indemnification Escrow Remainder for the benefit of the Securityholders. The Representative shall distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage; provided that to the extent a Securityholder is a holder of In-the-Money Options, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of In-the-Money Options, and Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first normal payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount distributed to the other Securityholders shall be reduced accordingly. Upon final resolution of any Unresolved Claim in respect of which an amounts had been retained (to the extent not utilized to satisfy valid claims for indemnification pursuant to Section 9.02(a)), the parties shall provide a joint written instruction to the Escrow Agent to deliver such amount promptly from the Indemnification Escrow Account by wire transfer of immediately available funds and such amount shall be deemed to have become Indemnification Escrow Remainder and shall be paid to each specific claim involvedSecurityholder in accordance with the process set forth in the preceding sentence and the terms of the Escrow Agreement. (c) Promptly upon any Person becoming entitled to release of amounts from the Indemnification Escrow Account pursuant to Section 7.03(b) or this Article IX or the Escrow Agreement, the parties shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to so release such amounts.

Indemnification Escrow. (a) At ClosingThe Escrow Shares will be delivered to the Escrow Agent in accordance with the terms of Section 2 to be held and released in accordance with the Escrow Agreement as security of the indemnification obligations of the Securityholders under this Section 8 hereof. The Escrow Agreement will provide, Purchaser will depositamong other things, that any portion of the Escrow Shares not previously released to Acquiror, or retained by Escrow Agent, as a result of an indemnification claim by Acquiror shall be released to the Securityholders on the Escrow Termination Date in accordance with the terms of the Escrow Agreement; provided, however, that if there remain any unsatisfied claims specified in any Officer’s Certificate delivered by Acquiror to the Securityholders’ Agent in accordance with Section 2.5(b)8.4 and prior to the Escrow Termination Date with respect to facts and circumstances existing prior to the Escrow Termination Date, Six Million Dollars ($6,000,000.00) a portion of the Purchase Price (the “Indemnification Escrow Amount”) with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount Shares shall be held retained by the Escrow Agent in accordance with the terms and conditions set forth herein and in of the Escrow Agreement until such claims have been resolved (whether by agreement of the parties or as a result of any final decision, judgment or award). The portion of the Escrow Shares to be retained shall be based on the aggregate value of the unsatisfied claims as of the Escrow Termination Date, which value shall be determined upon the mutual agreement of the parties, and if no such agreement can be reached within 15 days following the Escrow Termination Date, the Independent Accounting Firm shall determine the value of the unsatisfied claims, or, if the Independent Accounting Firm refuses to make such determination, then such dispute shall be resolved in accordance with Section 8.6 of this Agreement. For purposes of this Section 8, Securityholders that receive Stock Merger Consideration shall be entitled to use shares of Acquiror Common Stock issued as Stock Merger Consideration to satisfy Damages that are due and payable to an Acquiror Indemnified Person and any such shares of Acquiror Common Stock shall be valued at ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. (b) On the Escrow Termination Date, Acquiror and the Securityholders’ Agent shall cause the Escrow Agent to release to the applicable Securityholders the applicable portion of the Escrow Shares set forth on the Closing Payment Schedule (the “Indemnification Escrow FundApplicable Portion”). All costs and expenses , less with respect to each such Securityholder such portion of the Indemnification Escrow Fund shall be split equally Shares with a value (as determined pursuant to Section 8.1) equal to such Securityholder’s Applicable Portion of the Escrow Shares withheld by Seller the Escrow Agent in accordance with Section 8.4 and/or Section 2.13 and Purchaser(ii) such Securityholder’s Applicable Portion of the Escrow Shares held by the Escrow Agent in accordance with Section 8.1 with respect to any pending but unresolved indemnification claims of Acquiror. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser Shares held as a result of an indemnification claim by Purchaser Indemnitee clause (ii) shall be released to Seller the Securityholders or its designees on the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolved. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser Acquiror (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim or dispute involved. The Escrow Shares shall be released to the applicable Securityholders in proportion to their respective Applicable Portion of the Escrow Shares, as set forth on the Closing Payment Schedule.

Indemnification Escrow. (a) At ClosingThe parties agree that the Indemnification Escrow shall be released as contemplated by this Section 7.11. Within five (5) Business Days after the Expiration Date, Purchaser the Buyer and Roccat will deposit, deliver joint written instructions to the Escrow Agent directing the Escrow Agent to release to the Sellers any amounts in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) the Indemnification Escrow Account in excess of the Purchase Price sum of (x) [**] (being [**] of the “original Indemnification Escrow Amount”) with plus (y) the aggregate amount of all unresolved indemnification claims by Buyer Indemnitees and within five (5) Business Days after the Extended Date, the Buyer and Roccat will deliver joint written instructions to the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by directing the Escrow Agent in accordance with to release to the terms and conditions set forth herein and in Sellers the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses remaining amounts of the Indemnification Escrow Fund subject to the following conditions. (b) For the avoidance of doubt, the Buyer and Roccat agree that no joint instructions contemplated by this Section 7.11 shall be split equally delivered to the Escrow Agent with respect to any amount that is subject to a claim for indemnification which has been delivered in accordance with this Section 7.11. Upon the resolution of any such claim, either by Seller mutual agreement of the parties or upon a final determination of an arbitrator as contemplated by Section 11.8, then the Buyer and Purchaser. Any Roccat shall deliver a joint written instruction to the Escrow Agent regarding (i) any Damages to be paid to the Buyer from the Indemnification Escrow Account or (ii) any portion of the Indemnification Escrow Amount not previously Account to be paid to the Sellers which otherwise should have been released by to such parties on the Expiration Date or Extended Date, but for such claim. (c) Prior to Closing, the parties will negotiate in good faith an escrow agreement (the “Escrow Agreement”) in customary form for comparable transactions reasonably acceptable to the parties thereto (the draft currently under negotiation is attached as Exhibit L) reflecting the provisions of this Section 7.11. The parties agree that they will issue any joint instructions to the Escrow Agent that are required to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller issue under this Agreement or its designees on under the Escrow Release Date; provided, however, that a portion of the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts Agreement promptly and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedwithout undue delay. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At ClosingPrior to the Effective Time, Purchaser will deposit, in accordance PUB and the Shareholders’ Representative shall enter into the Indemnification Escrow Agreement with Section 2.5(b), Six Million Dollars ($6,000,000.00) the Escrow Agent. Exhibit C contains the summary of the Indemnification Escrow Agreement. At the Effective Time, PUB shall defer payment of $500,000 of the Total Purchase Price (the “Indemnification Escrow Amount”) with and deliver such Indemnification Escrow Amount to the Escrow Agent to be released as security for described in Article 9 and in the Indemnification Escrow Agreement. (b) At the end of the period that is eighteen months from the Closing Date (the “Survival Period”), (i) if there have been no indemnification obligations of Seller under Section 8.2 hereof. The payments to or claims made by PUB Indemnified Person(s) in accordance with Article 9, the Escrow Agent shall release to the Shareholders’ Representative from the Indemnification Escrow Amount shall be held the amount of $140,000; (ii) if there have been indemnification payments to or claims made by PUB Indemnified Person(s) in accordance with Article 9, then the Escrow Agent in accordance with shall release to the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of Shareholders’ Representative from the Indemnification Escrow Fund Amount the amount of $140,000 less the amount of any such indemnification payments or pending claims. (c) Within five days following the resolution and payment of any indemnification claims that were pending at the end of the Survival Period, the Escrow Agent shall be split equally by Seller and Purchaser. Any release to the Shareholders’ Representative such remaining amount from the Indemnification Escrow Amount provided that the amount of $360,000 shall remain in such escrow account. (d) On December 31, 2017, any remaining portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller the Shareholders’ Representative, provided that if there is any pending claim at that date (i) with respect to a SERP Matter (defined below), or its designees on (ii) that was pending at the Escrow Release Date; providedend of the Survival Period, howeverthen a sufficient amount shall be retained in the account with respect to such pending claim, provided that a portion any remaining amount will be released within five (5) days after final resolution of such pending claim. (e) On receiving any distribution with respect to the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller Amount pursuant to Section 8.4 prior the above provisions, the Shareholders’ Representative shall distribute to termination each holder of LB Common Shares that has delivered all of the Escrow Period materials required by Section 2.9(d) and is thus entitled to receive PUB Common Shares and/or cash in connection with respect the Merger an amount equal to facts and circumstances existing prior to expiration the product of (a) the amount of the Indemnity Escrow PeriodAmount to be delivered at such time in accordance with Article 9 to the Shareholders’ Representative, shall be retained multiplied by the Escrow Agent until such claims have been resolved. (b) the quotient obtained by dividing (i) the total number of shares of LB Common Shares held by such holder immediately prior to the Closing by (ii) the total number of LB Common Shares held by all shareholders that were outstanding immediately prior to the Closing. Any portion of the Indemnification Indemnity Escrow Amount accordingly retained on or after delivered to the Escrow Release Date Shareholders’ Representative that is not delivered to the shareholders of LB pursuant to the prior sentence shall be released delivered to Seller or Purchaser (PUB and shall be treated in the same manner as appropriate) portions of the Exchange Fund that remain unclaimed by the Escrow Agent promptly upon resolution shareholders of each specific claim involvedLB under Section 2.9(a).

Indemnification Escrow. Pursuant to Article 11 hereof, the parties hereto have agreed that (a) At the Buyer Indemnified Parties will be indemnified from and against certain Buyer Indemnified Company Costs, and (b) the Securityholder Parties will severally, but not jointly, indemnify the Buyer Indemnified Parties from and against certain Buyer Indemnified Securityholder Party Costs. On or prior to Closing, Purchaser will depositthe Representative, Parent and the Escrow Agent shall enter into an Indemnification Escrow Agreement in accordance form and substance (i) customary for transactions of this type, (ii) consistent with Section 2.5(b)the terms of this Agreement and (iii) reasonably satisfactory to the Company, Six Million Dollars ($6,000,000.00) of Parent, the Purchase Price Representative and the Escrow Agent (the “Indemnification Escrow AmountAgreement”) ). Notwithstanding any other provision in this Agreement to the contrary, in order to secure the indemnity obligations to the Buyer Indemnified Parties under this Agreement, at the Closing a portion of the Merger Consideration which would otherwise be required to be delivered to the Securityholders equal to the Closing Escrow Amount shall be deposited and held in escrow pursuant to the terms of the Indemnification Escrow Agreement. Each Securityholder Party hereby directs Parent to deposit an amount equal to such Securityholder Party’s Indemnity Escrow Holdback Amount with the Escrow Agent at Closing and Parent shall make such deposit as security for the indemnification obligations of Seller under Section 8.2 hereofdirected. The Indemnification Escrow Amount shall be Any amounts held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of pursuant to the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee Agreement shall be released to Seller or its designees on the Escrow Release Date; provided, however, that a portion of Securityholder Parties only at such times and in such amounts as set forth in the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedAgreement. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At ClosingNotwithstanding the foregoing provisions of this Article I to the contrary, Purchaser will depositon the Closing Date, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) the Stock Portion of the Purchase Price Merger Consideration (the “Indemnification Escrow Amount”) with shall be delivered by Acquiror to the Escrow Agent Agent, to be held in escrow (i) as security for the indemnification obligations in favor of Seller Acquiror under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by Article XIII pursuant to the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement provisions of an escrow agreement (the “Indemnification Escrow FundAgreement”) to be entered into by and among Acquiror, the Holder Representative and the Escrow Agent in a form to be agreed upon between the date hereof and the Closing Date by Acquiror, the Company and the Escrow Agent, which form of agreement shall reflect the terms summarized on Annex C-2 attached hereto, and (ii) to provide security for amount payable to the Acquiror pursuant to Section 1.5(d) hereof but only to the extent provided in Section 1.5(d). At any time during the Escrow Period, the Holder Representative may elect to remove any of the shares of Acquiror Common Stock from such escrow and replace each such removed share with cash in an amount equal to the Closing Stock Price for such share. Within five (5) Business Days of the date that is the first anniversary of the Closing Date (the “Escrow Termination Date”). All costs , each of Acquiror and expenses of the Indemnification Holder Representative shall execute joint written instructions to the Escrow Fund shall be split equally by Seller and Purchaser. Any portion Agent instructing the Escrow Agent to disburse the balance of the Indemnification Escrow Amount not previously released (less the aggregate amount of all claims for indemnification asserted in writing by the Escrow Agent Purchaser Indemnitees prior to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Termination Date pursuant to Article XIII hereof to the extent not paid or satisfied prior to the Escrow Termination Date; provided) to the holders of the Common Shares and Options entitled to receive the Merger Consideration (pro rata, howeverin accordance with their respective Applicable Percentages), that a portion of together with any earnings thereon pursuant to the Indemnification Escrow Fund, which, in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until such claims have been resolvedAgreement. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At ClosingOn the Closing Date, Purchaser will deposit, each of Parent and the Sellers’ Representative shall execute and deliver an escrow agreement in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of substantially the Purchase Price form attached hereto as Exhibit B-2 (the “Indemnification Escrow AmountAgreement”) ). On the Closing Date, Parent shall deposit with the Escrow Agent as security for a portion of the indemnification obligations of Seller under Section 8.2 hereofTotal Transaction Consideration otherwise payable to the Sellers at the Closing equal to $91,500,000 (the “Indemnification Escrow”). The Indemnification Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the Indemnification Escrow Agreement. Pursuant to the Indemnification Escrow Agreement, the Indemnification Escrow shall be released by the Escrow Agent as follows: (i) On the first anniversary of the Closing Date (the “First Release Date”), in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund Agreement, the Escrow Agent shall be split equally by Seller release from the Indemnification Escrow and Purchaser. Any portion pay to the Sellers’ Representative an amount equal to seventy-five percent (75%) of the Indemnification Escrow Amount minus any amounts of any indemnity claims made pursuant to Article IX (whether or not previously released such indemnity claims have been determined to be valid) as of such First Release Date, which amount shall be distributed by the Escrow Agent Sellers’ Representative to Purchaser as a result the Sellers on an equal per share basis; and (ii) On the second anniversary of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Closing Date (the “Second Release Date; provided”), however, that a portion in accordance with the terms of the Indemnification Escrow FundAgreement, which, the Escrow Agent shall release and pay to the Sellers’ Representative all remaining amounts then contained in the good faithIndemnification Escrow minus any amounts of any indemnity claims made pursuant to Article IX (whether or not such indemnity claims have been determined to be valid) as of such Second Release Date, reasonable judgment of Purchaserwhich amount shall be distributed by the Sellers’ Representative to the Sellers on an equal per share basis. To the extent the Sellers’ Representative disagrees with the amounts determined under clauses (i) and (ii), is necessary the dispute shall be submitted to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller mediation pursuant to Section 8.4 prior to termination 9.5. A portion of the Escrow Period with respect to facts and circumstances existing prior to expiration balance of the amounts remaining in the Indemnification Escrow Period, shall be paid to the Sellers’ Representative as each claim remaining after the Second Release Date is resolved, with the portion to be repaid being equal to the amount retained by in the Indemnification Escrow Agent until in respect of the resolved claim. At such time as all remaining claims have been resolved. (b) Any portion of , all remaining amounts in the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released and paid to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involvedSellers’ Representative.

Indemnification Escrow. As promptly as practicable following (a) At Closing, Purchaser will deposit, the agreement of Buyer and Sellers’ Representative with respect to the amount of any Buyer Indemnified Losses or (b) the binding determination of the amount of any Buyer Indemnified Losses in accordance with Section 2.5(b)10.13, Six Million Dollars ($6,000,000.00) of the Purchase Price (the “Indemnification Escrow Amount”) with as applicable, Sellers’ Representative and Buyer shall execute and deliver to the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held by the Escrow Agent in accordance with the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by a joint written instruction instructing the Escrow Agent to Purchaser as a result release to the applicable Buyer Indemnified Party from the Indemnification Escrow the full amount of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees on the Escrow Release Datesuch Buyer Indemnified Losses; provided, however, that that, notwithstanding the foregoing, in the event of a portion written demand or claim against a Buyer Indemnified Party by any holder of an Affiliate Guarantee, such Buyer Indemnified Party shall promptly notify Sellers’ Representative of such demand or claim and, unless such demand or claim is fully resolved with no further Liability to such Buyer Indemnified Party within ten (10) Business Days after the delivery of such notice to Sellers’ Representative, Sellers’ Representative and Buyer shall execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release to such holder of the applicable Affiliate Guarantee from the Indemnification Escrow the full amount of such demand or claim in satisfaction of such demand or claim. The Indemnification Escrow is not a cap or limit on the Buyer Indemnified Parties’ indemnifiable Losses hereunder, and to the extent such Losses exceed the amount of the Indemnification Escrow FundEscrow, which, in Sellers shall then be directly responsible and liable to the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until Buyer Indemnified Parties for such claims have been resolvedLosses. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (a) At the Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars (an amount equal to $6,000,000.00) 600,000.00 of the Asset Purchase Price shall be withheld and delivered to the Escrow Agent and deposited in escrow by the Purchaser (the “Indemnification Escrow Amount”), to be held for a period of 24 months following the Closing Date (the “Indemnification Escrow Period”) to secure the Seller’s indemnification obligations under this Section 6.2. The Escrow Agent shall deposit the Indemnification Escrow Amount in a non-interest-bearing account to be held in accordance with the form of escrow agreement (“Indemnification Escrow Agent Agreement”) attached hereto as security for Exhibit M. (i) 50% of the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall be held released and paid by the Escrow Agent in accordance with to the terms and conditions set forth herein and in Seller on the Escrow Agreement 1st anniversary of the Closing Date (the “Indemnification Escrow FundFirst Release”). All costs and expenses of ; provided, however, the First Release shall be reduced by any amounts either (A) paid to a Purchaser Indemnified Party from the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any Amount, or (B) subject to a disputed claim as of the date of the First Release. (ii) The remaining portion of the Indemnification Escrow Amount not previously shall be released and paid by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to the Seller or its designees on the Escrow Release Date2nd anniversary of the Closing Date (the “Second Release”); provided, however, that the Second Release shall be reduced by any amounts either (A) paid to a portion Purchaser Indemnified Party from the Indemnification Escrow Amount, or (B) subject to a disputed claim as of the date of the Second Release. (iii) If the Seller receives notice from the Purchaser of a request for indemnification during the Indemnification Escrow Period and the Seller does not dispute its indemnification obligation in connection therewith within 10 Business Days of receiving written notice from the Purchaser as provided below in this Section 6.2(e)(iii), the Purchaser may, only after complying with the procedures described in the Indemnification Escrow Agreement, set off the amount owed to it in respect of such indemnification obligation against the Indemnification Escrow Amount. Such amount will reduce the Indemnification Escrow Amount and any corresponding release owed to the Seller during the applicable period set forth in this Section 6.2(e), or upon termination of the Indemnification Escrow FundPeriod, whichas the case may be. Prior to exercising its right of set-off hereunder, the Purchaser shall notify the Seller in the good faith, reasonable judgment of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied claims specified in any Notice of Claim theretofore delivered to Seller pursuant to Section 8.4 prior to termination writing of the Escrow Period matter in dispute together with respect to all material facts and circumstances existing prior reasonably necessary for the Seller to expiration of determine the Escrow Period, shall be retained by the Escrow Agent until Basis for such claims have been resolvedclaim or asserted obligation. (b) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released to Seller or Purchaser (as appropriate) by the Escrow Agent promptly upon resolution of each specific claim involved.

Indemnification Escrow. (ai) At Closing, Purchaser will deposit, in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of the Purchase Price (the “All Indemnification Escrow Amount”) with the Escrow Agent as security for the indemnification obligations of Seller under Section 8.2 hereof. The Indemnification Escrow Amount shall Funds will be held by the Escrow Agent in order to provide a fund for the payment of any claims for which Buyer is entitled to indemnification under Article 10, or any claims by Buyer against Seller for payments required to be made pursuant to Section 5.5(e), and will be disbursed in accordance with the terms and conditions set forth herein and in the Escrow Agreement and this Agreement. (the “Indemnification Escrow Fund”ii) At any time Buyer makes any indemnification claim against Seller under Article 10 or any claim against Seller for payments required to be made pursuant to Section 5.5(e). All costs and expenses , Buyer shall give a copy of the Indemnification Escrow Fund shall be split equally by Seller and Purchaser. Any portion of the Indemnification Escrow Amount not previously released by such notice to the Escrow Agent concurrently with Buyer’s delivery of notice of such claim to Purchaser Seller. Buyer’s notice shall specify the dollar amount to be reserved against the claim. If Buyer and Seller agree as a result to the validity and amount of an indemnification claim by Purchaser Indemnitee such claim, Buyer and Seller shall be released to Seller or its designees on promptly give the Escrow Release Date; provided, however, that Agent joint written instructions to disburse to Buyer a portion of the Indemnification Escrow FundFunds equal to the amount of such claim, whichtogether with any interest or other earnings in respect of such amount from the Closing Date. If Buyer and Seller do not agree as to the validity and amount of such claim, the matter shall be resolved in accordance with this Agreement and applicable law. If any disputed claim is subsequently resolved in favor of Buyer, Buyer and Seller shall promptly give the good faith, reasonable judgment Escrow Agent joint written instructions to disburse to Buyer a portion of Purchaser, is necessary the Indemnification Escrow Funds equal to the amount required to satisfy Buyer’s claim, as so resolved, together with any pending but unresolved interest or unsatisfied other earnings in respect of such amount from the Closing Date. (iii) On the first business day that is more than eighteen months after the date of this Agreement, Buyer and Seller will jointly instruct the Escrow Agent to disburse to Seller the amount, if any, by which the Indemnification Escrow Funds exceed the amount of all claims specified made by Buyer against the Indemnification Escrow Funds, together with any interest or other earnings in any Notice respect of Claim theretofore delivered such amount from the Closing Date. (iv) From time to time after the disbursement to Seller pursuant to Section 8.4 prior to termination of the Escrow Period with respect to facts 2.7(c)(iii) has been made, when any claim made by Buyer against Seller under this Agreement is resolved, Buyer and circumstances existing prior to expiration of the Escrow Period, Seller shall be retained by jointly instruct the Escrow Agent until to disburse to Buyer the amount specified in Section 2.7(c)(ii) relating to the resolved claim, together with any interest or other earnings in respect of such amount from the Closing Date, and to disburse to Seller a specified amount which shall equal the amount, if any, by which the Indemnification Escrow Funds exceed the amount required to satisfy any indemnification claims by Buyer that remain pending, together with any interest or other earnings in respect of the amount of such pending claims from the Closing Date. When all claims against the Indemnification Escrow Funds have been resolved. (b, after all required disbursements to Buyer pursuant to Section 2.7(c)(ii) Any portion of the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date have been made, Buyer and Seller shall be released to Seller or Purchaser (as appropriate) by jointly instruct the Escrow Agent promptly upon resolution of each specific claim involvedto disburse to Seller any remaining Indemnification Escrow Funds.

Indemnification Escrow. (a) At the Closing, Purchaser will depositeach of Buyer, Buyer Sub and the Sellers’ Representative are executing and delivering an escrow agreement in accordance with Section 2.5(b), Six Million Dollars ($6,000,000.00) of substantially the Purchase Price form attached hereto as Exhibit I (the “Indemnification Escrow AmountAgreement”) ). At the Closing, Buyer Sub is depositing with the Escrow Agent as security a portion of the Cash Consideration otherwise payable to the Sellers and Cashed-Out Holders at the Closing equal to the aggregate of the amounts set forth opposite the Sellers and Cashed-Out Holders’ names on Schedule IV hereto, for a total of $5,000,000 (the indemnification obligations of Seller under Section 8.2 hereof“Indemnification Escrow”). The Indemnification Escrow Amount shall be held by the Escrow Agent in accordance with pursuant to the terms and conditions set forth herein and in the Escrow Agreement (the “Indemnification Escrow Fund”). All costs and expenses of the Indemnification Escrow Fund shall be split equally by Seller and PurchaserAgreement. Any portion Pursuant to the Indemnification Escrow Agreement, the full amount of the Indemnification Escrow Amount not previously shall be released by the Escrow Agent to Purchaser as a result of an indemnification claim by Purchaser Indemnitee shall be released to Seller or its designees the Sellers’ Representative on the Escrow six-month anniversary of the Closing Date (the “Release Date; provided”), however, that a portion in accordance with the terms of the Indemnification Escrow FundAgreement, which, in the good faith, reasonable judgment minus any amounts of Purchaser, is necessary to satisfy any pending but unresolved or unsatisfied indemnity claims specified in any Notice of Claim theretofore delivered to Seller made pursuant to Section 8.4 prior Article VIII (whether or not such indemnity claims have been determined to termination be valid) as of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall be retained by the Escrow Agent until Release Date. At such time as all remaining claims have been resolved. (b) Any portion of , any remaining amounts in the Indemnification Escrow Amount accordingly retained on or after the Escrow Release Date shall be released and paid to Seller or Purchaser (as appropriate) the Sellers’ Representative. Any funds distributed from the Indemnification Escrow to the Sellers Representative shall be distributed upon release by the Escrow Agent promptly upon resolution of each specific claim involvedSellers’ Representative to the Sellers and Cashed-Out Holders in the proportions set forth on Schedule IV hereto; provided that the Sellers’ Representative may round distribution amounts up or down to whole dollars to the extent necessary.