Common use of Release of Escrow Fund Clause in Contracts

Release of Escrow Fund. (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

Release of Escrow Fund. Within five (a5) On Business days following the first Business Day after Escrow Expiration Date, Securityholder Representative will furnish to the date that is six (6) months from the closing Escrow Agent an electronic spreadsheet of the Merger amounts due to the Sellers in a form reasonably acceptable to Escrow Agent (the “Termination DateHolders List”) along with a letter of instruction. The Holders List will be delivered to the following Agent’s email addresses: (i) xxx.xxxxx.xxxx.xxxx@xxxxxxxx.xxx; and (ii) xx.xxxxxx@xxxxxxxx.xxx. The Holders List will include the name and addresses of each of the Sellers, complete payment instructions, and amount due to each Seller. The IRS Form 1099-B referred to in Section 11(b) will reflect a non-covered status with respect to cost-basis reporting. Within five Business Days following receipt of the Holders List and a duly executed tax form for a Seller (IRS Form W-8 Form or Form W-9), the Escrow Agent shall distribute release such payment. Securityholder Representative shall ensure that any Holders List submitted reflects payment to the Sellers on a pro rata basis in accordance with the Seller Percentages set forth on Schedule 3 hereto, as such may be updated from time to time in accordance with the provisions of the Purchase Agreement by the Securityholder Representative; provided, that any amount to be released to a Seller that is indicated on Schedule 3 hereto as being an “Option Holder” shall be released to the Buyer or a subsidiary of the Buyer and deliver the Buyer or such subsidiary shall cause such amounts to each Owner certificates representing shares be released to the applicable Seller, subject to applicable withholding, in the next payroll occurring not less than five (5) business days after the date of Parent Common Stock such release. Notwithstanding the prior sentence, if prior to 5:00 p.m., Eastern time, on the Escrow Expiration Date, the Buyer has delivered to Escrow Agent and the Securityholder Representative a notice in substantially the form of Exhibit A, the payment to be made on the Escrow Expiration Date pursuant to this Section 6(b) shall be reduced by an amount equal to the original number aggregate amount of shares placed such unresolved indemnification claims made by the Buyer. For avoidance of doubt, promptly upon the resolution of any such unresolved indemnification claim, any amounts retained in the Escrow Fund as of the Escrow Expiration Date that, but for such Owner’s accountunresolved indemnification claim, less that number of shares in such Owner’s account equal would otherwise have been distributable to the sum Sellers as of (isuch Final Expiration Date pursuant to this Section 6(b) shall be paid to Sellers on a pro rata basis in accordance with the number Seller Percentages set forth on Schedule 3 hereto, as such may be updated from time to time in ActiveUS 136953958v.3 accordance with the provisions of shares applied in satisfaction the Purchase Agreement by the Securityholder Representative;provided, that any amount to be released to a Seller that is indicated on Schedule 3 hereto as being an “Option Holder” shall be released to the Buyer or a subsidiary of Indemnification Claims made prior the Buyer and the Buyer or such subsidiary shall cause such amounts to that date and (ii) be released to the number of shares applicable Seller, subject to applicable withholding, in the Pending Claims Reserve allocated next payroll occurring not less than five (5) business days after the date of such release. Securityholder Representative shall submit an updated Holders List and letter of instruction in connection with any required distribution to such Owner’s accountthe Sellers hereunder, as provided in Upon delivery of the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which entire Escrow Fund by the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claimthis Escrow Agreement, all as specified in a Joint Notice. If any Pending Claim is resolved against Parentthis Escrow Agreement shall terminate, the Parent Representative and the Holder Representative shall deliver subject to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion provisions of the number of shares allocated to such Pending Claim in the Pending Claims ReserveSections 9 and 10.

Release of Escrow Fund. (a) On As promptly as practicable and in any event no later than the first third Business Day after following the date that is six (6) months from the closing of the Merger (the “Termination Survival Expiration Date”), the Escrow Agent Parent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal provide to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of Shareholder Representative (i) a written notice of its reasonable and good faith determination of the number of shares applied in satisfaction of Indemnification Claims made prior to that date Projected Indemnity Amount, together with reasonable supporting calculations and documentation, and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) written notice duly executed by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing instructing the Escrow Agent to deliver release an amount of cash from the Escrow Fund equal to the amount by which the amount of the Escrow Fund as of the Survival Expiration Date exceeds the Projected Indemnity Amount so determined by Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to (such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parentnotice, the Parent Representative and the Holder “Expiration Date Release Notice”). The Shareholder Representative shall deliver promptly execute the Expiration Date Release Notice following receipt and delivery of the same to the Escrow Agent, whereupon the Escrow Agent a Joint Notice directing will release the relevant funds from the Escrow Fund. Promptly following resolution of all claims for indemnification from the Escrow Fund that were pending as of the Survival Expiration Date, the Shareholder Representative and Parent shall jointly instruct the Escrow Agent to pay to each Owner its pro rata portion release all cash then constituting the Escrow Fund. The term “Projected Indemnity Amount” means the maximum aggregate amount of Losses that, as of the number Survival Expiration Date, would reasonably be expected to be indemnified by the Escrow Fund pursuant to this Article IX in respect of shares allocated to claims that have been timely asserted but not finally resolved by such Pending Claim date; provided, however, that in the Pending Claims Reservecase of any claim under Section 9.01(d), such claim is limited to an amount of Indemnified Tax that is (i) shown as due on a Tax Return for a Pre-Closing Tax Period, (ii) with respect to an item for which a Governmental Entity has identified in writing an issue and has provided, in writing, sufficient information to determine the nature and, taking into account the relevant Tax Return and accompanying work papers, amount of the issue, or (iii) with respect to a Tax position for which a reserve has been established for financial reporting purposes. Anything to the contrary in the foregoing notwithstanding, the execution and delivery of an Expiration Date Release Notice by the Shareholder Representative shall not prevent or otherwise impair the Shareholder Representative from disputing the Projected Indemnity Amount or any liability in respect of claims included in the determination of the Projected Indemnity Amount.

Release of Escrow Fund. (a) On Subject to the first Business Day after provisions of this Section 5, ---------------------- --------- the date that is six (6) months from Escrow Fund shall remain in existence during the closing Escrow Period. Upon the expiration of the Merger Escrow Period, the Escrow Fund shall terminate with respect to all Escrow Shares then remaining in the Escrow Fund and the Escrow Agent shall deliver all such Escrow Shares to the Shareholders; provided, however, that in the event that a Claim Notice is delivered to the Shareholder Representative and the Escrow Agent on or before the last day of the Escrow Period, the number of Escrow Shares specified by Acquiror in good faith in such Claim Notice to be transferred to Acquiror and cancelled in satisfaction of such Claim shall remain in the Escrow Fund (and the “Termination Date”)Escrow Fund shall remain in existence) until such Claim has been resolved in accordance with Section 4 of this Agreement; provided --------- further, that Acquiror agrees to notify the Escrow Agent in writing of the expiration of the Escrow Period. As soon as any such Claim has been resolved, the Escrow Agent shall distribute and promptly deliver to each Owner certificates representing shares of Parent Common Stock equal to the original Shareholders such number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares Escrow Shares as were held back in the Pending Claims Reserve allocated Escrow Fund in connection with such previously unresolved Claim and are not currently required to satisfy such Owner’s account, as provided in Claim. Upon the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect resolution of which the last unresolved Claim submitted before the expiration of the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the DeductiblePeriod, the Escrow Agent shall retain deliver to the Shareholders all Escrow Shares and other property then remaining in the Pending Claims Reserve that number Escrow Fund and not required to satisfy such Claims. Deliveries of shares of Parent Common Stock having a Fair Market Value equal Escrow Shares and other property to the dollar amount for which indemnification is sought Shareholders pursuant to this Section 5 shall be made in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, accordance with --------- each Shareholder's proportionate interest in the aggregateEscrow Shares, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative which shall certify be set forth in a writing delivered to the Escrow Agent and Acquiror by the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained thereforShareholder Representative. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the The Escrow Agent a Joint Notice directing the shall refrain from distributing any Escrow Agent Shares before receiving such writing and shall be fully protected and shall incur no liability in relying on such writing or in failing to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to take any action before receiving such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reservewriting.

Release of Escrow Fund. The Escrow Fund shall be released by the Escrow Agent and Buyer as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "RELEASE DATE") LESS: (a) On the first Business Day after the date that is six (6) months from the closing any of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver Fund delivered to each Owner certificates representing shares of Parent Common Stock equal or deliverable to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied Buyer in satisfaction of Indemnification Uncontested Claims made prior to that date or Contested Claims which have been settled by the parties hereto, and (iib) any of the number of shares Escrow Fund subject to delivery to Buyer in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims accordance with Section 2.3(b) with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect any then pending Contested Claims. Within ten (10) of which the Escrow Agent has not been notified ofAgent's Business Days (as defined in Section 7.4) after the Release Date, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative Buyer and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Indemnification Representative shall deliver to the Escrow Agent a Joint Notice directing written notice jointly signed (a "RELEASE NOTICE") setting forth the amount of the Escrow Fund to be released by the Escrow Agent (the "RELEASED ESCROW") including the amount of the Escrow Fund to deliver be released to Parent each Holder and the number amount of shares the Escrow Fund to be retained as provided in this Section 3.1 (the Pending "RETAINED ESCROW"). Buyer and the Indemnification Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Fund to retain for pending Contested Claims Reserve in respect thereof and Prevailing Party Awards and related expenses, which shall be an amount reasonably determined by Buyer to cover the amount of the Contested Claim or Prevailing Party Award plus related indemnifiable costs, but not to exceed two times the value of the Contested Claim or Prevailing Party Award. Until such agreement is reached, or a determination is made in accordance with paragraph 3(f) above and to deliver to each Owner Section 2.3(c), the remaining shares Escrow Fund shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Pending Claims Reserve allocated Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to such Pending Claimthe nearest whole Escrow Share. Promptly after receipt of the Release Notice, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing shall deliver the Escrow Fund in accordance with the Release Notice. The Escrow Agent shall not be required to take such action until the Escrow Agent has received the Release Notice executed by Buyer and the Indemnification Representative or, in the event Buyer and the Indemnification Representative fail to pay to each Owner its pro rata portion execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the number of shares allocated to such Pending Claim in the Pending Claims ReserveEscrow Fund.

Release of Escrow Fund. (a) On If any Escrow Shares are to be released to any Indemnitee pursuant to this Escrow Agreement, the first Business Day Escrow Agent shall be entitled to use a Stock Power held in the Escrow, and to take such other actions as the Escrow Agent determines to be necessary or advisable, to release and transfer Escrow Shares to such Indemnitee. Within five business days after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal Shareholders' Agent for distribution to the sum Shareholders all of (i) the number of shares applied Escrow Shares then held in satisfaction of Indemnification Claims made escrow; PROVIDED, HOWEVER, that notwithstanding the foregoing, if, prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s accountTermination Date, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to Indemnitee has given a Claim Notice containing a claim which Notices have been received but which have has not been resolved pursuant prior to the Termination Date in accordance with Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible3, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock Escrow Account after the Termination Date Escrow Shares having a Fair Market Stipulated Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess 100% of the Deductible Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved. To the extent that upon such release any of the Escrow Shares being distributed remain subject to the extent all Established Claims have not exceededterms of Restricted Stock Purchase Agreements to which any of the Shareholders are a party ("RSPAs"), in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to then the Escrow Agent shall be directed by Parent to distribute such Escrow Shares to the Fair Market Value Corporate Secretary of Parent (or any successor escrow agent under such RSPAs) to be used in calculating held under the Pending Claims Reserve, and the number terms of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims ReserveRSPAs.

Release of Escrow Fund. Within thirty (a30) On the first Business Day after days of the date that is six eighteen (618) months from following the closing of the Merger Closing Date (the “Termination Release Date”), subject to the proviso below, Escrow Agent shall distribute and deliver pay to each the Owners, care of the Owner certificates representing shares of Parent Common Stock Representative, from the Escrow Fund an aggregate amount equal to the original number balance of shares placed in the Escrow Fund on the Release Date (the “Disbursement Amount”), such Owner’s account, less that number of shares in such Owner’s account each Owner will receive an amount equal to the sum of Escrow Balance, multiplied by the applicable Payment Factor (i) as set forth in Schedule O to the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentenceStock Purchase Agreement). If, at such timehowever, there are any Indemnification Claims with respect to which Notices Escrow Agent shall have been received but on or before the Release Date one or more Draw-Down Requests which have not been resolved pursuant paid in accordance with Section 4(a)(4) above as of the Release Date and as to Section 3 hereof or in respect of which which, on the Release Date, Escrow Agent has not been notified ofreceived and fully acted upon Payment Instructions or a Judgment Notice and Order, and nor received a copy of, Discharge Notice or a final determination Determination Discharge and paid the amount due to Purchaser pursuant thereto (after exhaustion of any appeals) by a court of competent jurisdiction, such Draw-Down Request being referred to as the case may be (in either case, an “Pending ClaimsOutstanding Claim”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain and continue to hold in accordance with the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value terms hereof an amount equal to the dollar amount for which indemnification is sought requested in all such Indemnification Claim in excess Outstanding Claims up to a maximum of the Deductible amount of the Escrow Balance that is potentially liable (based on the most recent Draw-Down Request for each Outstanding Claim) with respect to an Outstanding Claim (the “Retained Amount”) but shall pay to the extent Owners, care of the Owner Representative and as instructed by Owner Representative, an amount equal to the excess, if any, of the Disbursement Amount less the Retained Amount; and thereafter Escrow Agent shall release from the Escrow Fund all Established Claims have not exceededor portions of the Retained Amount as and when it receives, and pays in full any amount due to Purchaser pursuant to, Payment Instructions, Orders, Discharge Notices or Determination Discharges, as applicable, related to the Outstanding Claims. Following the Release Date, in the aggregateevent that the Retained Amount at any time exceeds the maximum amount (based on the Draw-Down Request for each Outstanding Claim) of all Outstanding Claims, the Deductible, allocated pro rata Escrow Agent shall pay from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify Escrow Fund according to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserveinstructions of Owner Representative, and the number within five (5) Business Days of shares of Parent Common Stock to be retained therefor. ThereafterOwner Representative's written request for such payment, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated amount equal to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserveexcess.

Release of Escrow Fund. If on or before [Date] (the “Release Date”) the Escrow Agent receives a written notice, substantially in the form of the attached Exhibit A, signed by the Company, confirming, that the Company has met the milestone requirements, Escrow Agent shall (a) On release and deliver the first Business Day after Certificates, which shall then be registered and issued in the date that is six relevant Investor’s name, and the interest, earnings and gains on the Escrow Fund to the Investors, and (6b) months from disburse the closing Escrow Fund to the Company, less amounts owed to [Escrow Agent] for legal services rendered to the Company as of the Merger (Release Date. If the “Termination Escrow Agent has not received a notice to release the Escrow Fund to the Investors by the close of business on the Release Date”), the Escrow Agent shall distribute and deliver transfer the Escrow Fund to the Investors in the respective amounts tendered by each Investor, together with that portion of the Escrowed Interest allocable to each Owner certificates representing shares respective Investor. The Investors holding a majority of Parent Common the Escrow Stock equal may extend the Release Date, by providing written notice to the original number Escrow Agent by the close of shares placed business on the Release Date. Duties Of Escrow Agent Escrow Agent shall not be under any duty to give the Certificates or the Escrow Fund held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement. Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such Ownergross negligence or willful misconduct that are successfully asserted against Escrow Agent, the Investors and the Company shall indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Fund, or any loss of interest incident to any such delays. Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. Escrow Agent may conclusively presume that the undersigned representative of each Investor and the Company has full power and authority to instruct Escrow Agent on such Investor’s account, less that number of shares in such Ownerand the Company’s account equal behalf unless written notice to the sum contrary is delivered to Escrow Agent. Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it. Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Certificates and the Escrow Fund to any successor Escrow Agent designated by the Investors holding a majority of the Escrowed Stock and the Company in writing, or to any court of competent jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Escrow Agent will take effect on the earlier of (i) the number appointment of shares applied in satisfaction of Indemnification Claims made prior to that date and a successor (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by including a court of competent jurisdiction) or (ii) the day which is 30 days after the date of delivery of its written notice of resignation to the Investors and the Company. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, as Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the case may be (in either case, “Pending Claims”), Certificates and which, if resolved the Escrow Fund until receipt of a designation of successor Escrow Agent or finally determined in favor of Parent, would result in a payment to Parent in excess written disposition instruction by the Investors holding a majority of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Escrowed Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number Company or a final non-appealable order of shares a court of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reservecompetent jurisdiction.

Release of Escrow Fund. (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) Promptly after the number General Representation Expiration Time, Purchaser shall notify the Sellers’ Representative in writing of shares applied the aggregate dollar amount that Purchaser determines in satisfaction good faith to be necessary to satisfy: (i) all Unresolved Collective Claims as of Indemnification Claims made prior the General Representation Expiration Time (such amount being referred to that date as the “Unresolved Collective Claim Retained Amount”); and (ii) all Unresolved Individual Claims as of the number of shares in General Representation Expiration Time (each such amount applicable to a particular Indemnitor being referred to as such Indemnitor’s “Unresolved Individual Claim Retained Amount”). Within 10 Business Days after the Pending Claims Reserve allocated to such Owner’s accountGeneral Representation Expiration Time, as provided in Purchaser and the following sentence. IfSellers’ Representative shall, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant subject to Section 3 hereof or in respect of which 11.6(j), instruct the Escrow Agent has not been notified ofto release to the Payment Agent from the General Indemnity Escrow Amount in accordance with the Escrow Agreement, for further distribution to each Indemnitor, the amount, if any, by which: (A) such Indemnitor’s Pro Rata Share of an amount, if positive, equal to (1) the amount remaining in the General Indemnity Escrow Amount as of the General Representation Expiration Time; minus (2) the Unresolved Collective Claim Retained Amount; exceeds (B) such Indemnitor’s Unresolved Individual Claim Retained Amount, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal Extended Survival Indemnity Escrow Amount solely with respect to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims ReserveExtended Survival Claims.

Release of Escrow Fund. (a) On the first Business Day Within five business days after the date that is six (6) months from the closing of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal the Sellers' Agent for distribution to the original number Sellers all of shares placed the Escrow Shares then held in such Owner’s accountescrow; provided, less however, that number of shares in such Owner’s account equal notwithstanding the foregoing, if, prior to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s accountTermination Date, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to Chordiant Indemnitee has given a Claim Notice containing a claim which Notices have been received but which have has not been resolved pursuant prior to the Termination Date in accordance with Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible3, the Escrow Agent shall retain in the Pending Claims Reserve Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved. To the extent that upon such release any of the Escrow Shares being distributed remain subject to the terms of Stock Restriction Agreements to which any of the Sellers are a party ("SRAs"), then the Escrow Agent shall be directed by Chordiant to distribute such Escrow Shares to the company secretary of Chordiant (or any successor escrow agent under such SRAs) to be held under the terms of such SRAs. The Escrow Agent is not the stock transfer agent for the Chordiant Common Stock. Accordingly, if a distribution of a number of shares of Parent Chordiant Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess less than all of the Deductible Escrow Shares is to the extent all Established Claims have not exceededbe made, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent must requisition the Fair Market Value to be used in calculating the Pending Claims Reserve, and the appropriate number of shares from such stock transfer agent, delivering to it the stock certificate representing the amount of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, Escrow Shares then held in the Parent Representative Escrow Account and the Holder Representative shall requesting that such stock transfer agent deliver to the Escrow Agent a Joint Notice directing certificate representing the Escrow Shares that are not to be distributed at such time from the Escrow Account. For the purposes of this Agreement, the Escrow Agent shall be deemed to deliver have delivered Chordiant Common Stock to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and Person entitled to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to it when the Escrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate Person. Distributions of Chordiant Common Stock shall be made to Chordiant or the Sellers' Agent, as appropriate, at the addresses described in Section 10(a). Whenever a Joint Notice directing distribution is to be made to the Sellers, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Agent to pay to each Owner its pro rata portion Fund and at their addresses set forth in Exhibit A. Valuation of the number of shares allocated to such Pending Claim in the Pending Claims ReserveEscrow Shares, Etc.

Release of Escrow Fund. (a) On the first Business Day Promptly after the date that is six (6) months from the closing 12-month anniversary of the Merger Closing Date (the “Termination Release Date”) and any event, no later than five (5) Business Days thereafter, Purchaser shall notify the Sellers’ Representative in writing of the aggregate dollar amount that Purchaser determines in good faith to be necessary to satisfy (such amount not exceeding, in any event, the aggregate amounts set forth in the Notice of Claims received prior to the Release Date in accordance with the mechanism set forth in Section 11.6(a)) all Unresolved Collective Claims as of the Release Date (such amount being referred to as the “Unresolved Collective Claim Retained Amount”). Such notification shall include a reasonable description and explanation of the facts and circumstances giving rise to existence and necessity of any Unresolved Collective Claim Retained Amount, including the calculation methods and assumptions, to the extent applicable, with respect to any applicable amount. If (x) the amount remaining in the Escrow Fund as of the Release Date exceeds (y) the Unresolved Collective Claim Retained Amount (such excess amount, the “Initial Release Amount”), then within five (5) Business Days after the Release Date, Purchaser and the Sellers’ Representative shall, subject to Section 11.6(j), issue joint written instructions to (A) the Escrow Agent, to release to the Paying Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow Agreement, an amount equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of Initial Release Amount; and (iB) the number of shares applied in satisfaction of Indemnification Claims made prior Paying Agent, to that date and (ii) the number of shares in the Pending Claims Reserve allocated distribute to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the each Contributing Indemnitor its Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess Pro Rata Share of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each OwnerInitial Release Amount. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.(h)

Release of Escrow Fund. (a) On the first Business Day after the date that is six (6) months from the closing of the Merger (the “Escrow Termination Date”), upon receipt of a Joint Notice, the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Preferred Stock then in such Owner’s account in the Escrow Fund equal to the original number of shares placed in such Owner’s account, account less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof 2 or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of ParentBuyer, would result in a payment to Parent in excess of the DeductibleBuyer, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Preferred Stock having a Fair Market Value equal to One Hundred Ten percent (110%) of the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the DeductibleClaim, allocated pro rata from the account maintained on behalf of each OwnerOwner liable for such claim. The Parent Representative and the Holder Representative Buyer shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, Reserve and the number of shares of Parent Common Preferred Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative Buyer and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Parent Buyer the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with paragraph 3(fSection 2(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against ParentBuyer, the Parent Representative Buyer and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

Release of Escrow Fund. (a) On 3.1 If at any time from the first Business Day date of this Agreement up to and including the date which is 12 months after the date Closing Date (the "Claims Expiration Date") Buyer concludes that it is six (6entitled to a release of Escrow Funds pursuant to Sections 4(d) months from the closing or 4(h) of the Merger (Asset Purchase Agreement or indemnification under the “Termination Date”)Asset Purchase Agreement, the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Parent Common Stock equal to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative Buyer shall deliver to the Escrow Agent a Joint Notice directing written demand (the "Buyer Demand") stating (a) that the Buyer is entitled to all or a portion of the Escrow Fund under Section 4(d) or 4(h) of the Asset Purchase Agreement or in satisfaction of a claim of Buyer for indemnification by Sellers under the applicable Section of the Asset Purchase Agreement, (b) the amount of such claim (the "Claimed Escrow Amount") and (c) that Buyer has contemporaneously delivered to Sellers a copy of the Buyer Demand. If, within 15 business days after Buyer sends a copy of the Buyer Demand to Sellers (the "Dispute Period"), Sellers notify the Escrow Agent in writing that they dispute Buyer's claim for payment (which notice shall specify in reasonable detail Sellers' basis for objection), the Escrow Agent shall promptly (a) forward a copy of Sellers' statement to deliver Buyer and (b) continue to Parent hold the number Escrow Fund in escrow until receipt of shares (i) a joint written instruction (the "Joint Instruction") signed by Buyer and Sellers which sets forth the amount to be disbursed to Buyer in satisfaction of the Buyer Demand or (ii) a certified copy of an arbitrator's determination or a nonappealable final judgment of a court of competent jurisdiction ("Final Judgment") specifying the amount to be disbursed to Buyer in satisfaction of the Buyer Demand. If Sellers do not notify the Escrow Agent within the Dispute Period that they dispute the Buyer Demand for payment, within five business days after expiration of the Dispute Period, Escrow Agent shall disburse to Buyer the amount set forth in the Pending Claims Reserve Buyer Demand, but not in respect thereof determined excess of the Escrow Fund less amounts due or reserved for taxes under Section 3.5. After any disbursement to Buyer pursuant to (i) an undisputed Buyer Demand, (ii) a Joint Instruction or (iii) a Final Judgment, Escrow Agent shall continue to hold the Escrow Fund in accordance with paragraph 3(f) above and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Parent, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion terms of the number of shares allocated to such Pending Claim in the Pending Claims Reservethis Agreement.

Release of Escrow Fund. The Escrow Fund shall be released by the Escrow Agent and Buyer as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "RELEASE DATE") LESS: (a) On the first Business Day after the date that is six (6) months from the closing any of the Merger (the “Termination Date”), the Escrow Agent shall distribute and deliver Fund delivered to each Owner certificates representing shares of Parent Common Stock equal or deliverable to the original number of shares placed in such Owner’s account, less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied Buyer in satisfaction of Indemnification Uncontested Claims made prior to that date or Contested Claims which have been settled by the parties hereto, and (iib) any of the number of shares Escrow Fund subject to delivery to Buyer in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence. If, at such time, there are any Indemnification Claims accordance with Section 2.3(b) with respect to which Notices have been received but which have not been resolved pursuant to Section 3 hereof or in respect any then pending Contested Claims. Within ten (10) of which the Escrow Agent has not been notified ofAgent's Business Days (as defined in Section 7.4) after the Release Date, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Parent, would result in a payment to Parent in excess of the Deductible, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Parent Common Stock having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim in excess of the Deductible to the extent all Established Claims have not exceeded, in the aggregate, the Deductible, allocated pro rata from the account maintained on behalf of each Owner. The Parent Representative Buyer and the Holder Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve, and the number of shares of Parent Common Stock to be retained therefor. Thereafter, if any Pending Claim becomes an Established Claim, the Parent Representative and the Holder Representative shall deliver to the Escrow Agent a Joint Notice directing written notice jointly signed (a "RELEASE NOTICE") setting forth the amount of the Escrow Fund to be released by the Escrow Agent (the "RELEASED ESCROW") including the amount of the Escrow Fund to deliver be released to Parent each Holder and the number amount of shares the Escrow Fund to be retained as provided in this Section 3.1 (the Pending "RETAINED ESCROW"). Buyer and the Holder shall make a good faith effort to agree on a reasonable portion of the Escrow Fund to retain for pending Contested Claims Reserve in respect thereof and Prevailing Party Awards and related expenses, which shall be an amount reasonably determined by Buyer to cover the amount of the Contested Claim or Prevailing Party Award plus related indemnifiable costs, but not to exceed two times the value of the Contested Claim or Prevailing Party Award. Until such agreement is reached, or a determination is made in accordance with paragraph 3(f) above and to deliver to each Owner Section 2.3(c), the remaining shares Escrow Fund shall be the Retained Escrow. The Released Escrow shall be released to the Holder in proportion to their respective interests in the Pending Claims Reserve allocated Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to such Pending Claimthe nearest whole Escrow Share. Promptly after receipt of the Release Notice, all as specified the Escrow Agent shall deliver the Escrow Fund in a Joint accordance with the Release Notice. If any Pending Claim is resolved against Parent, The Escrow Agent shall not be required to take xxch action until the Parent Representative Escrow Agent has received the Release Notice executed by Buyer and the Holder Representative shall or, in the event Buyer and the Holder fail to execute and deliver to a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims ReserveFund.