Common use of Contested Claims Clause in Contracts

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge and the Custodian contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day --------------- period provided above, matters that are subject to third party claims against Cambridge or Excell in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge on the one hand and Excell and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable Claims"), ----------------- shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian that a Notice of Claim is contested by the Indemnification Representative, then the Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge (a "Cambridge Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge shall at the same time provide a copy of the Cambridge Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Cambridge). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Distribution Notice, as applicable, (a) release to Cambridge the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day --------------- period provided aboveFirst Notice Period, matters that are subject to third party claims against Cambridge Parent or Excell INT'X.xxx in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge Parent on the one hand and Excell INT'X.xxx and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares as specified in the Release Notice as Retained Escrow (as defined in Section 3.1) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Distribution NoticePARENT DISTRIBUTION NOTICE") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Parent Distribution Notice as the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesShares and the related stock transfer powers. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained balance of the Escrow (as defined in Section 3.1)Shares and the related stock transfer powers, pro rata in accordance with the Holders' interests thereinEXHIBIT 1.1, provided that PROVIDED THAT if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either Parent in satisfaction of Damages or as and Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares (determining value as provided in the penultimate sentence of Section 2.1 above, and in any event, subject to the first sentence of such Section 2.1) to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim within the 30-day period provided above (a "Contested Claim"), (i) within the 30-day --------------- period provided above, matters that are subject to third party claims against Cambridge --------------- Parent or Excell Opal in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitrationarbitration the time for appeal having passed, while and (ii) matters that arise between Cambridge Parent on the one hand hand, and Excell and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent shall not be a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice (as defined in Section 3.1 below) or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Parent ------ Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the an ------------------- arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") ---------------------------------- attaching a copy of the final award or ----------------------------------- decision of an arbitrator under paragraph (c) below setting forth the arbitrator Escrow Adjustments or providing that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If Upon the earliest occurrence of any of the three events described in the preceding sentence is (i) or (ii)sentence, the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the settlement agreement or one of the Cambridge Distribution Noticenotices described in clauses (ii) or (iii) above, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).Date

Contested Claims. In the event that Parent or the Indemnification Stockholder ---------------- Representative Representative, as the case may be, gives written notice to Cambridge other and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") --------------- within the 30-day --------------- period provided above, (i) matters that are subject to third party claims against Cambridge Parent or Excell Horizon in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters that arise between Cambridge Parent on the one hand hand, and Excell Horizon and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement and any disputes regarding an Acceleration Release ("Arbitrable Claims"), ----------------- ) shall be ----------------- settled in accordance with Section 2.3(c) below. Parent and Stockholder Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Stockholder Representative agree that any Arbitrable Claim is between the Parent and Stockholder Representative, the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Stockholder Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Indemnification Escrow Shares or Goals Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common SharesMarket Price. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested in whole or in part by Parent or the Indemnification Stockholder Representative, as the case may be, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the an Indemnification Release Date (as defined in Section 3.1 below) or a Goals Escrow Release Date (as defined in Section 3.3 below), the number of Indemnification Escrow Shares or Goals Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Stockholder Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Parent Distribution Notice") attaching a ----------------------------- copy of the final award or decision -------------------------- of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Stockholder Representative); or (iii) receipt of a written notice from the Indemnification Stockholder Representative (a "Representative -------------- Distribution ------------ Notice") attaching a copy of the final award or ----------------------------------- decision of the an arbitrator under ------ paragraph (c) below that no Escrow Adjustments are to be made as a result of such award or the Escrow Adjustments are to be made to a Holder pursuant to an Acceleration Release (the Indemnification Stockholder Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Indemnification Escrow Shares or Goals Escrow Shares specified in the Escrow Adjustments and (b) if the Indemnification Release Date or a Goals Escrow Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders Goals Escrow Fund the balance of the Indemnification Escrow SharesShares in accordance with Section 3.1 and 3.2 herein, or release to the Holders that portion of the Goals Escrow Shares which has vested pursuant to the Goals Schedule, on a Pro Rata Basis certified in writing to the Escrow Agent by the Stockholder Representative. If the earliest of the three events described above is (iii) and the Indemnification Release Date or a Goals Escrow Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the Representative Distribution Notice, subject to Section 12.17 herein, release to the Holders Goals Escrow Fund the balance of the Retained Indemnification Escrow (as defined in Section 3.1)) or release to the Holders that portion of the Retained Goals Escrow (as defined in Section 3.3) which has vested pursuant to the Goals Schedule, in accordance with the Holders' interests thereintherein calculated on a Pro Rata Basis as certified in writing to the Escrow Agent by the Stockholder Representative, provided that if the Indemnification Release Date or a Goals Escrow Release Date has not occurred the Indemnification Escrow Shares and the Goals Escrow Shares shall continue to be held pursuant to the terms of this Agreement, provided however, that, notwithstanding any other provisions in this Section 2.3(b), the Escrow Agent shall release to any applicable Holder that portion of the Goals Escrow Shares as is owing pursuant to an Acceleration Release regardless of whether the Goals Release Date has occurred. If the award or decision of the arbitrator concludes that Indemnification Escrow Shares or Goals Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Indemnification Escrow Shares or Goals Escrow Shares to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period --------------- period provided above, matters that are subject to third party claims against Cambridge Parent or Excell Calogic in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge Parent on the one hand and Excell Calogic and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable Claims"), ----------------- ) shall be settled ----------------- in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share Parent Average Closing Price notwithstanding any change in the market value of Cambridge Parent Common Shares. If written notice is received by the Custodian that a Notice of Claim is contested by the Indemnification Representative, then the Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Parent Distribution Notice") attaching a ----------------------------- copy of --------------------------- the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative -------------- Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the ------------------- arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative Holder gives written notice to Cambridge Buyer and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day --------------- period provided above, matters relating to such Contested Claim that are subject to third party claims against Cambridge Buyer or Excell the Company in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Cambridge Buyer on the one hand and Excell the Company and/or the Holders Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under this Escrow the Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Buyer and the Indemnification Representative Holder shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification RepresentativeHolder, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Buyer and the Indemnification Representative Holder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Buyer (a "Cambridge Distribution NoticeBUYER DISTRIBUTION NOTICE") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Buyer shall at the same time provide a copy of the Cambridge Buyer Distribution Notice to the Indemnification RepresentativeHolder); or (iii) receipt of a written notice from the Indemnification Representative Holder (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative Holder shall at the same time provide a copy of the Representative Distribution Notice to CambridgeBuyer). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Buyer Distribution Notice, as applicable, (a) release to Cambridge Buyer of that portion of the number of Escrow Shares Fund specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders Holder the balance of the Escrow SharesFund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders Holder the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares Fund shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative Representative, or in the case of an Individual Claim, the applicable Worldprints Shareholder, gives Excite@Home written notice to Cambridge and the Custodian contesting all or a any portion of a Notice of Claim (a "Contested Claim") within the 30-thirty day --------------- period provided abovespecified in Section 11.8(a), matters that are subject to third party claims against Cambridge then such Contested Claim will be resolved by either (A) a written settlement agreement executed by Excite@Home and the Representative in the case of a Representative Claim, or Excell Excite@Home and the applicable Worldprints Shareholder in a litigation the case of an Individual Claim, or arbitration shall await (B) in the final decision, award or settlement absence of such litigation or arbitrationa written settlement agreement, while matters that arise by binding arbitration between Cambridge on Excite@Home and the one hand and Excell and/or Representative in the Holders on the other hand, including any disputes regarding performance or nonperformance case of a party's obligations under this Escrow Agreement ("Arbitrable Claims")Representative Claim, ----------------- shall be settled or Excite@Home and the applicable Worldprints Shareholder in the case of an Individual Claim, in accordance with the terms and provisions of Section 2.3(c) below11.8(c). Any Upon receipt by Excite@Home of written notice contesting all or any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge and the Indemnification Representative Claim, it shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of transmit stock certificates representing Escrow Shares shall equal in value to the Deemed Value Per Cambridge Share notwithstanding any change amount of Damages asserted in the market value of Cambridge Common Shares. If written notice is received by the Custodian that a Notice of Claim is contested by the Indemnification Representative, then the Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge and the Indemnification Representative setting forth a resolution of the Notice of Claim (such Escrow Shares to be valued in accordance with Section 11.3) to a third-party escrow agent mutually acceptable to Excite@Home and the Representative (if Excite@Home and the Representative cannot agree within five business days on a third-party escrow agent, then such escrow agent shall be Chase Manhattan Bank and Trust Company National Association) (the "Escrow Adjustments; (ii) receipt of a written notice from Cambridge (a "Cambridge Distribution NoticeAgent") attaching and the parties to this Agreement will, at such time, enter into a ----------------------------- copy of the final award or decision of the arbitrator customary and setting forth reasonable escrow agreement, if any, required and provided by the Escrow Adjustments (Cambridge shall at Agent, governing the same time provide a copy of the Cambridge Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Cambridge). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Distribution Notice, as applicable, (a) release to Cambridge the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance terms of the Escrow SharesAgent's service. If the earliest With respect to any of the three events described above is (iii) and Escrow Shares held by the Release Date has occurred, and there are no remaining unresolved Contested ClaimsEscrow Agent, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, Escrow Agent will hold and release to the Holders the Retained Escrow (as defined in Section 3.1), shares in accordance with the Holders' interests therein, provided that if the Release Date has not occurred procedures set forth in Section 2.5 of this Agreement and this Article 11. Any fees or expenses charged by the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either Agent in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance connection with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute its service pursuant to this Section 2.3(b) and Section 2.3(c)Agreement shall be paid by Excite@Home.

Contested Claims. In the event that the Indemnification ---------------- Representative Holder gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "“Contested Claim"”) within the 30-day --------------- period provided above, (i) matters that are subject to third party claims against Cambridge Parent or Excell DJCE in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters that arise between Cambridge Parent on the one hand hand, and Excell and/or the Holders DJCE on the other hand, including any disputes regarding performance or nonperformance of a party's ’s obligations under this Escrow Agreement ("“Arbitrable Claims"), ----------------- ”) shall be settled in accordance with Section 2.3(c) below. Parent and Holder shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). Parent and Holder agree that any Arbitrable Claim is between the Parent and Holder, and the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative Holder shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification RepresentativeHolder, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative Holder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge “Parent Distribution Notice"”) attaching a ----------------------------- copy of the final award or decision of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification RepresentativeHolder); or (iii) receipt of a written notice from the Indemnification Representative Holder (a "Representative “Holder Distribution Notice"”) attaching a copy of the final award or ----------------------------------- decision of the an arbitrator under paragraph (c) below that no Escrow Adjustments are to be made as a result of such award Notice of Claim (the Indemnification Representative Holder shall at the same time provide a copy of the Representative Holder Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders Holder the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the Representative Holder Distribution Notice, release to the Holders Holder the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's ’s final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day --------------- period provided above, matters that are subject to third party claims against Cambridge Parent or Excell HT in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge Parent on the one hand and Excell HT and/or the Holders Indemnification Representative on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that PROVIDED THAT in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share Parent Average Closing Price notwithstanding any change in the market value of Cambridge Parent Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Distribution NoticePARENT DISTRIBUTION NOTICE") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative Holder shall at the same time provide a copy of the Representative Holder Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders Holder the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders Holder the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that PROVIDED THAT if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In If the event that the Indemnification ---------------- Representative gives the Indemnified Party written notice to Cambridge and the Custodian contesting all or a any portion of a Notice of Claim within the twenty (20) Business Day period specified in Section 10.5(a)(i) (a "“Contested Claim") within the 30-day --------------- period provided above, matters that are subject to third party claims against Cambridge or Excell in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge on the one hand and Excell and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable Claims"”), ----------------- shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of then such Contested Claim that is not contested or is subsequently settled by Cambridge and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian that a Notice of Claim is contested by the Indemnification Representative, then the Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: either (i) receipt of a written settlement agreement executed by Cambridge the Representative and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; Indemnified Party or (ii) receipt in the absence of such a written notice from Cambridge settlement agreement within thirty (a "Cambridge Distribution Notice"30) attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge shall at the same time provide a copy of the Cambridge Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Cambridge). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of Business Days following receipt of the settlement agreement or the Cambridge Distribution Noticewritten notice, as applicable, (a) release to Cambridge the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of by binding arbitration between the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), and Indemnified Party in accordance with the Holders' interests thereinterms and provisions of Section 12.17. The Representative and the Indemnified Party shall endeavor in good faith to resolve any Contested Claim within the thirty (30) Business Day period following 56 receipt of the written notice of the Contested Claim prior to submitting such claim to arbitration. The Representative and the Indemnified Party shall promptly deliver instructions to the Escrow Agent to disburse to the Indemnified Party from the Escrow Account the amount specified in such written settlement agreement or pursuant to such arbitration, provided that as applicable. For purposes of this Section 10.5(a)(ii), in any proceeding hereunder and pursuant to Section 12.17, the Parent or other Indemnified Party shall be deemed to be the prevailing party if the Release Date has not occurred arbitrator awards the Escrow Shares shall continue to be held pursuant Parent or other Indemnified Party one-half or more of the amount in dispute immediately prior to the terms of this Agreement. If the award or decision of the arbitrator; if the arbitrator concludes that Escrow Shares are awards the Parent or other Indemnified Party less than one-half of the amount in dispute immediately prior to the decision of the arbitrator, the Representative shall be deemed to be released the prevailing party. The non-prevailing party to Cambridge either in satisfaction of Damages or as Prevailing Party Awardsa suit shall pay its own expenses and the expenses, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the partiesincluding attorneys’ fees and costs, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced reasonably incurred by the parties or any dispute pursuant other party to this Section 2.3(b) and Section 2.3(c)the arbitration.

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day --------------- period provided above, matters that are subject to third party claims against Cambridge Parent or Excell Natchez in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge Parent on the one hand and Excell Natchez and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable Claims"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the any such case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share Parent Average Closing Price notwithstanding any change in the market value of Cambridge Parent Common SharesStock. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Parent Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesShares less any Escrow Shares necessary to satisfy any remaining unresolved Contested Claims for which sufficient Escrow Shares have not been allocated. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Escrow Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In If the event that the Indemnification ---------------- Representative gives Shareholders give written notice to Cambridge and the Custodian contesting all or a portion of a Notice of Claim to DPRC and the Escrow Agent (a "Contested Claim") within the 3020-day --------------- period provided above, matters that are subject to third party claims Claims brought against Cambridge DPRC or Excell the Shareholders in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge DPRC on the one hand and Excell and/or the Holders Shareholders on the other hand, including any disputes regarding performance or nonperformance non-performance of a party's obligations under this Escrow Agreement ("Arbitrable Disputed Claims"), ----------------- ) shall be settled in accordance with Section 2.3(c) 3.4(c), below. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Cambridge and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a3.4(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Sharesabove. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification RepresentativeShareholders, then the Custodian Escrow Agent shall hold hereunder in the Escrow Account, after what would otherwise be the Final Release Date Date, Escrowed Shares having a value (determined pursuant to Section 2.2, above, as defined of the Final Release Date) sufficient to cover Damages alleged in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until such Claim and to the earlier of: of (i) receipt of a settlement agreement executed by Cambridge DPRC and the Indemnification Representative Shareholders setting forth a the resolution of the Notice of Claim and setting forth the Escrow Adjustments; number of Escrowed Shares, if any, to be released to DPRC, or (ii) receipt of a written notice from Cambridge DPRC (a "Cambridge Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge shall at the same time provide a copy of the Cambridge Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative DPRC Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are Arbitrator and setting forth the number of Escrowed Shares, if any, to be made released to DPRC as a result of such award (the Indemnification Representative DPRC shall at the same time provide a copy of the Representative DPRC Distribution Notice to Cambridge). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Distribution Notice, as applicable, (a) release to Cambridge the number of Escrow Shares specified in the Escrow Adjustments and (b) Shareholders; if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has award does not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Escrowed Shares to be so released released, the Shareholders shall have 20 calendar days to Cambridge either object to the calculation of the number of Escrowed Shares to be released, but not to the award itself; in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent receives any such objection within such 20-day period, the Escrow Agent shall be entitled to require that the matter be resolved by a notice from both DPRC and the Shareholders or by a clarification of the award.) If the Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute or, if the parties are unable to agree, pursuant to this Section 2.3(b3.4(b) and Section 2.3(c3.4(c).

Contested Claims. In If the event that Lead Shareholder (or the Indemnification ---------------- Representative Relevant Shareholder, as applicable) gives written notice to Cambridge and the Custodian contesting all or a portion of a Notice of Claim to Talarian and the Escrow Agent (a "Contested Claim") within the 30-20 calendar day --------------- period provided above, matters that are subject to third party claims Claims brought against Cambridge Talarian or Excell any other Claiming Party in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge Talarian or any other Claiming Party on the one hand and Excell and/or the Holders Shareholders (or the Relevant Shareholder, as applicable) on the other hand, including any disputes regarding performance or nonperformance non-performance of a party's obligations under this Escrow Agreement ("Arbitrable Claims"), ----------------- ) shall be settled in accordance with Section 2.3(c) 4.4(c), below. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Cambridge and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a4.4(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Sharesabove. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification RepresentativeShareholders (or the Relevant Shareholder, as applicable), then the Custodian Escrow Agent shall hold hereunder in the Escrow Account, after what would otherwise be the First Release Date (or Second Release Date, as defined in Section 3.1 belowapplicable), Escrowed Shares having a value sufficient to cover Damages alleged in such Claim (valuing any Escrowed Shares at the number Fair Market Value as of the date the Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, Agent receives notice that such Claim is being contested) until the earlier of: of (i) receipt of a settlement agreement executed by Cambridge Talarian and the Indemnification Representative Shareholders (or the Relevant Shareholder, as applicable) setting forth a the resolution of the Notice of Claim and setting forth the Escrow Adjustments; number of Escrowed Shares to be released to Talarian, or (ii) receipt of a written notice from Cambridge Talarian (a "Cambridge Talarian Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge number of Escrowed Shares, if any, to be released to Talarian as a result of such award, unless objected to by the Shareholders as described in Section 3.2 above. Talarian shall at the same time provide a copy of the Cambridge Talarian Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall Shareholders at the same time provide a copy of as it provides such notice to the Representative Distribution Notice to Cambridge)Escrow Agent. If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Distribution Notice, as applicable, (a) release to Cambridge the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Agent institutes an action for interpleader in accordance with Section 4.6 5.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute or, if the parties are unable to agree, pursuant to this Section 2.3(b4.4(b) and Section 2.3(c4.4(c), below.

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "“Contested Claim"”) within the 30-day --------------- period provided above, (i) matters that are subject to third party claims against Cambridge Parent or Excell Mysticom in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters that arise between Cambridge Parent on the one hand hand, and Excell Mysticom and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's ’s obligations under this Escrow Agreement ("“Arbitrable Claims"), ----------------- ”) shall be settled in accordance with Section 2.3(c) below. Parent and Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative on behalf of the Holders, and the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge “Parent Distribution Notice"”) attaching a ----------------------------- copy of the final award or decision of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "“Representative Distribution Notice"”) attaching a copy of the final award or ----------------------------------- decision of the an arbitrator under paragraph (c) below that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesShares in accordance with their percentage interests as set forth on Schedule A attached hereto and made a part hereof. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' ’ interests thereintherein as certified in writing to the Escrow Agent, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's ’s final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Shareholders Representative gives written notice to Cambridge Buyer and the Custodian Escrow Agent contesting all or a portion of a Claim Notice of Claim (a "Contested Claim") within the thirty (30-) day --------------- period provided above, matters that are subject to third party claims against Cambridge or Excell in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge on the one hand and Excell and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable Claims"), ----------------- matter shall be settled in accordance with this Section 2.3(c) below2.3.2. Any portion of a Claim Notice of Claim that is not contested or is subsequently settled by Cambridge and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares2.3.1. If written notice is received by the Custodian Escrow Agent that a Claim Notice of Claim is contested by the Indemnification RepresentativeShareholders Representative or if any dispute exists with respect to an amount to be distributed under Section 2.3.1, then the Custodian Escrow Agent shall hold hereunder in the General Claim Fund or Designated Claim Fund, as applicable, after what would otherwise be the applicable Partial Escrow Release Date or General Escrow Release Date (as defined in Section 3.1 belowthe case of General Claims) or Designated Release Date (in the case of Designated Claims), the number amount of Escrow Shares Funds, as specified in the Release Claim Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement joint instructions executed by Cambridge Buyer and the Indemnification Shareholders Representative setting forth a resolution of the Claim Notice of Claim and the portion of Escrow AdjustmentsFunds to be delivered to Buyer and, if a Partial Escrow Release Date or Escrow Release Date has occurred with respect to the applicable fund against which the Claim was made, the portion (if any) of the Escrow Funds to be delivered to the Shareholders (such joint instructions, "Joint Instructions"); (ii) receipt of a written notice from Cambridge Buyer (a "Cambridge Buyer Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the arbitrator court or Accounting Arbitrator and setting forth the portion of Escrow Adjustments Funds to be delivered to Buyer (Cambridge Buyer shall at the same time provide a copy of the Cambridge Buyer Distribution Notice to the Indemnification Shareholders Representative); or (iii) receipt of a written notice from the Indemnification Shareholders Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator court or Accounting Arbitrator that no portion of Escrow Adjustments are Funds is to be made delivered to Buyer as a result of such award (the Indemnification Representative Shareholder Representatives shall at the same time provide a copy of the Representative Distribution Notice to CambridgeBuyer). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of Promptly upon receipt of the settlement agreement or the Cambridge a Buyer Distribution Notice, as applicable, (a) release to Cambridge the number Escrow Agent shall provide a copy of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release such notice to the Holders the balance of the Escrow SharesShareholders Representative. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of Promptly upon receipt of the a Representative Distribution Notice, release Escrow Agent shall provide a copy of such notice to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred Buyer. The following sets forth actions to be taken by the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either Agent in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).following situations:

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Delano and the Custodian contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day --------------- period provided above, matters that are subject to third party claims against Cambridge Delano or Excell DA in a litigation or arbitration proceeding shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge Delano on the one hand and Excell DA and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Delano and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian that a Notice of Claim is contested by the Indemnification Representative, then the Custodian shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares and amount of Cash Escrow specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Delano and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Delano (a "Cambridge Distribution NoticeDELANO DISTRIBUTION NOTICE") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Delano shall at the same time provide a copy of the Cambridge Delano Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeDelano). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Delano Distribution Notice, as applicable, (a) release to Cambridge Delano the number of Escrow Shares and amount of Cash Escrow specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesShares and the Cash Escrow. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in in, and subject to the provisions of, Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares and Cash Escrow shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares and Cash Escrow are to be released to Cambridge Delano either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares and amount of Cash Escrow to be so released to Cambridge Delano either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day --------------- period provided above, (i) matters that are subject to third party claims against Cambridge Parent or Excell Alacrity in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while and (ii) matters that arise between Cambridge Parent on the one hand hand, and Excell Alacrity and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ---------- Claims"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Parent and ------ Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim is between the Parent and Indemnification Representative, the Escrow Agent is not a party to any Arbitrable Claim, and shall have no duty or obligation to monitor or enforce the provisions of Section 2.3(c) hereof, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share Average Price notwithstanding any change in the market value of Cambridge Parent Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Parent Distribution Notice") attaching a ----------------------------- copy of -------------------------- the final award or decision of the an arbitrator under paragraph (c) below and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- ---------------------------------- decision of the an arbitrator under paragraph (c) below that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesShares in accordance with their percentage interests which shall be certified in writing to the Escrow Agent. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests thereintherein as certified in writing to the Escrow Agent, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives Intuit written notice to Cambridge and the Custodian contesting all or a any portion of a Notice of Claim (a "Contested Claim") within the thirty (30-) day --------------- period provided abovedescribed in Section 11.10.1, matters that are subject to third party claims against Cambridge then: (i) such Contested Claim will be resolved by either (A) a written settlement agreement executed by Intuit and the Representative (a "SETTLEMENT AGREEMENT") or Excell (B) in a litigation or arbitration shall await the final decision, award or settlement absence of such a Settlement Agreement, by litigation or arbitration, while matters that arise of such Contested Claim in the Designated Court (as defined below) between Cambridge on Intuit and the one hand and Excell and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable Claims"), ----------------- shall be settled Representative in accordance with the terms and provisions of Sections 11.10.3 and 11.10.4; provided, however, that if such Contested Claim involves an amount not in excess of Ten Million Dollars ($10,000,000) (net of any amount of the Deductible that may be applied against such Contested Claim) and does not involve any request for an injunction or other equitable relief, then such Contested Claim (an "ARBITRABLE CONTESTED CLAIM") shall be resolved by mandatory, binding arbitration in accordance with the provisions of Section 2.3(c) below11.10.4(b), without prejudice to Intuit's right of Offset pursuant to Section 11.4. Any portion of a the Notice of Claim that is not contested or is subsequently settled by Cambridge and the Indemnification Representative shall in accordance with the foregoing provisions of this Section 11.10.2 will be resolved as set forth above an Uncontested Claim in accordance with Section 2.3(a), provided 11.10.1. After receiving notice that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian that a Notice of Claim is contested by the Indemnification Representative, then Intuit may, notwithstanding the Custodian shall hold hereunder after what would otherwise be occurrence of the Release Date (as defined in Section 3.1 below)Representation Termination Date, continue to hold, pursuant to its right of Offset, an amount of any unpaid Installment Payment sufficient to cover the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, maximum potential award to all Indemnified Persons under such Claim until the earlier of: (i) receipt execution of a settlement agreement executed Settlement Agreement by Cambridge Intuit and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; all such Contested Claims, or (ii) receipt of a written notice from Cambridge (a "Cambridge Distribution Notice") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge shall at the same time provide a copy of the Cambridge Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to Cambridge). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Distribution Notice, as applicable, (a) release to Cambridge the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow Shares. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow Final Judgment (as defined in Section 3.1), below) regarding such Contested Claim and will then dispose of the remaining portion of the Installment Payment(s) made subject to such Offset in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award such Settlement Agreement or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or Final Judgment, as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c)applicable.

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day --------------- period provided above, (i) matters that are subject to third party claims against Cambridge Parent or Excell Easics in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while (ii) matters that arise between Cambridge Parent on the one hand hand, and Excell Easics and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable Claims")) shall be settled in accordance ----------------- with Section 2.3(c) below, ----------------- and (iii) matters that arise between Parent on the one hand, and Easics and/or the Holders on the other hand regarding performance, non-performance and/or breach under and/or of the Exchange Agreement shall be settled in accordance with Clause 9.10 of the Exchange Agreement. Parent and Indemnification Representative shall certify in writing to the Escrow Agent whether a Contested Claim is an Arbitrable Claim, and is thus subject to Section 2.3(c). The Parent and Indemnification Representative agree that any Arbitrable Claim or claim pursuant to Clause 9.10 of the Exchange Agreement is between the Parent and Indemnification Representative, the Escrow Agent is not a party to any Arbitrable Claim or claim pursuant to Clause 9.10 of the Exchange Agreement, and shall have no duty or obligation to monitor or enforce the provisions of Clause 9.10 of the Exchange Agreement and Section 2.3(c) belowof this Agreement, including without limitation any payment of costs pursuant to Section 2.3(c)(iv), or to determine whether a Contested Claim is an Arbitrable Claim or claim pursuant to Clause 9.10 of the Exchange Agreement. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share last sale price of Parent Common Stock on the Closing Date notwithstanding any change in the market value of Cambridge Parent Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested in whole or in part by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Parent ------ Distribution Notice") attaching a ----------------------------- copy of the final award or decision of an ------------------- arbitrator under paragraph (c) below or Clause 9.10 of the arbitrator Exchange Agreement and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution Notice") attaching a copy of the final award or ----------------------------------- ---------------------------------- decision of an arbitrator under paragraph (c) below or Clause 9.10 of the arbitrator Exchange Agreement that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesShares in accordance with their percentage interests which shall be certified in writing to the Escrow Agent. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of after receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests thereintherein as certified in writing to the Escrow Agent, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Parent and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested CONTESTED Claim") within the 30-day --------------- period provided above, matters that are subject to third party claims against Cambridge Parent or Excell Calogic in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters that arise between Cambridge Parent on the one hand and Excell Calogic and/or the Holders on the other hand, including any disputes regarding performance or nonperformance of a party's obligations under this Escrow Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Parent and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share Parent Average Closing Price notwithstanding any change in the market value of Cambridge Parent Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Parent and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Parent (a "Cambridge Distribution NoticePARENT DISTRIBUTION NOTICE") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Parent shall at the same time provide a copy of the Cambridge Parent Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeParent). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Parent Distribution Notice, as applicable, (a) release to Cambridge Parent the number of Escrow Shares specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesShares and the related stock transfer powers. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge Parent either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge Parent either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian Escrow Agent institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).

Contested Claims. In the event that the Indemnification ---------------- Representative gives written notice to Cambridge Buyer and the Custodian Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested ClaimCONTESTED CLAIM") within the 30-day --------------- period provided above, matters relating to such Contested Claim that are subject to third party claims against Cambridge Buyer or Excell the Company in a litigation or arbitration shall await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Cambridge Buyer on the one hand and Excell the Company and/or the Holders on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under this Escrow the Agreement ("Arbitrable ClaimsARBITRABLE CLAIMS"), ----------------- ) shall be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Cambridge Buyer and the Indemnification Representative shall be resolved as set forth above in Section 2.3(a), provided that in the case of a settlement the value of Escrow Shares shall equal the Deemed Value Per Cambridge Share notwithstanding any change in the market value of Cambridge Common Shares. If written notice is received by the Custodian Escrow Agent that a Notice of Claim is contested by the Indemnification Representative, then the Custodian Escrow Agent shall hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Cambridge Buyer and the Indemnification Representative setting forth a resolution of the Notice of Claim and the Escrow Adjustments; (ii) receipt of a written notice from Cambridge Buyer (a "Cambridge Distribution NoticeBUYER DISTRIBUTION NOTICE") attaching a ----------------------------- copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Cambridge Buyer shall at the same time provide a copy of the Cambridge Buyer Distribution Notice to the Indemnification Representative); or (iii) receipt of a written notice from the Indemnification Representative (a "Representative Distribution NoticeREPRESENTATIVE DISTRIBUTION NOTICE") attaching a copy of the final award or ----------------------------------- decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Indemnification Representative shall at the same time provide a copy of the Representative Distribution Notice to CambridgeBuyer). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the settlement agreement or the Cambridge Buyer Distribution Notice, as applicable, (a) release to Cambridge Buyer of that portion of the number of Escrow Shares Fund specified in the Escrow Adjustments and (b) if the Release Date has occurred, and there are no remaining unresolved Contested Claims, release to the Holders the balance of the Escrow SharesFund. If the earliest of the three events described above is (iii) and the Release Date has occurred, and there are no remaining unresolved Contested Claims, the Custodian Escrow Agent shall, within twenty (20) calendar days of receipt of the Representative Distribution Notice, release to the Holders the Retained Escrow (as defined in Section 3.1), in accordance with the Holders' interests therein, provided that if the Release Date has not occurred the Escrow Shares Fund shall continue to be held pursuant to the terms of this Agreement. If the award or decision of the arbitrator concludes that Escrow Shares are to be released to Cambridge either in satisfaction of Damages or as Prevailing Party Awards, the arbitrator shall specify the number of Escrow Shares to be so released to Cambridge either in the arbitrator's final award or decision or a supplementary report or finding. In the event that the Custodian institutes an action for interpleader in accordance with Section 4.6 of this Escrow Agreement as a result of a dispute between the parties, the parties hereby agree to jointly seek to stay such interpleader action pending the resolution of any arbitration commenced by the parties or any dispute pursuant to this Section 2.3(b) and Section 2.3(c).