Common use of Escrow Fund Clause in Contracts

Escrow Fund. Subject to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)

Escrow Fund. Subject to the limitations set forth in Section 10.2(c)terms hereof, if any Indemnitee seeks at the Effective Time ----------- Esperion shall deliver to assert a Claim Notice the Escrow Agent, for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolvedthe account of the Talaria Stockholders, in accordance with their respective interests as shown in Part I of Schedule 1 hereto, [****] shares of the terms Esperion Common to be distributed by Esperion to the Talaria Stockholders pursuant to Section 2.3(b)(i) of the Merger Agreement (collectively, the "Initial Escrow"). -------------- Additionally, if and when Esperion is obligated to make payment to the Talaria Stockholders of any Prepaid Royalty Payment or Royalty pursuant to Section 5.4(a) or 5.4(b) of the Merger Agreement, respectively, Esperion shall deliver to the Escrow Agent, for the account of the Talaria Stockholders, in accordance with their respective interests as shown in Part II of Schedule 1 hereto, [****] (***) of the amount of such Prepaid Royalty Payment or Royalty, as the case may be (collectively, the "Additional Deposits" and, together with the ------------------- Initial Escrow, the "Escrow Fund"). Subject to the requirements of Section 10.2(d) or Section 10.2(e----------- 5.4(b)(viii) of this the Merger Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim , the delivery by Esperion to the extent there are funds available in Escrow Agent of the Additional Deposits, if any, shall be made by Esperion to the Escrow FundAgent in cash, such Indemnitee shares of Esperion Common or a combination thereof, in Esperion's sole discretion. For this purpose, each share of Esperion Common shall first seek payment from be valued at its Fair Market Value at the time the applicable Prepaid Royalty Payment is achieved or the Royalty becomes due and payable, as the case may be. All of the Escrow Fund based onshall be held by the Escrow Agent to secure the Talaria Stockholders' obligations hereunder and shall not, with respect to except as expressly provided herein, be disposed of by the portion Escrow Agent. To the extent the Escrow Fund consists of shares of Esperion Common (the "Escrow Shares"), such Escrow ------------- Shares shall be registered in the names of the Losses attributed individual Talaria Stockholders, in accordance with their respective interests as shown on Schedule 1 hereto. The Talaria Stockholders shall have the right to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share vote the Escrow Fund in accordance with their respective interests. The respective interests of the funds Talaria Stockholders in the Escrow Fund (payable from shall not be transferable or assignable. Simultaneously with the execution and delivery of this Agreement, each of the Talaria Stockholders shall deliver to the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder Agent stock powers endorsed in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in blank for use by the Escrow Fund, subject to the limitations set forth Agent in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment furtherance of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of transactions contemplated by this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agreement.

Escrow Fund. Subject Notwithstanding the provisions of Article I, upon the Closing of the Merger, the Buyer shall issue to each Company Stockholder 90% of the Buyer Common Stock otherwise issuable to such stockholder pursuant to Article I (rounded upward to the limitations nearest whole share). The remaining 10% of the Buyer Common Stock issuable to a Company Stockholder in connection with the Merger shall be referred to as "Escrow Shares," collectively, the Escrow Shares shall be referred to as the "Escrow Fund." The obligation of the Buyer to issue the Escrow Shares otherwise issuable upon the Merger or any such exercise shall be subject to reduction to satisfy the Company's obligations under this Article VII. Damages that: (i) are accepted as valid by the Stockholders' Agents (as defined below); or (ii) are determined to be valid by arbitration as described in this Article VII, shall reduce the number of Escrow Shares issuable to the Company Stockholders by the number of Escrow Shares (rounded to the closest whole number) equal to such Damages divided by the Buyer Share Market Value. As soon as practicable after the Effective Date, the Escrow Shares shall be registered in the name of, and be deposited with, Mercantile Bank (or other institution selected by the Buyer with the reasonable consent of the Company) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit D. The Escrow Shares shall be beneficially owned by the Company Stockholders and the Escrow Fund shall be available to partially compensate the Buyer pursuant to the indemnification obligations of the Former Company Stockholders. With respect to the claims made prior to the termination of the "Escrow Period" (as defined below), arising out of breaches of the representations and warranties set forth in Section 10.2(c2.12 and, with respect only to Intellectual Property and Third Party Intellectual Property Rights, in Section 2.14 (collectively, the "Intellectual Property Claims"), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolvedthe Buyer, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior addition to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first may seek payment indemnification from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted Former Company Stockholders pursuant to the final Allocation ScheduleAffiliate Agreements and Stockholder Agreements. To the extent not used for the foregoing purposes, pursuant to the terms of the Agreement and each Consideration Share such Escrow Shares shall be valued for purposes of indemnification and released as provided in this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)VII.

Escrow Fund. Subject to The Purchaser shall deposit an amount of Three Million Three Hundred and Ten Thousand U.S. Dollars (US$ 3,310,000) of the limitations Purchase Price in cash (the “Escrowed Cash”) and in Redeemable Ordinary A Shares of the Purchaser (out of the Consideration Shares) (the “Escrowed Shares” and together with the Escrowed Cash, the “Escrow Amount”) at the Closing into an escrow account, based on the allocation between Escrowed Cash and Escrowed Shares as set forth in the Waterfall, provided that the portion of the Escrowed Shares shall not exceed the pro rata shares of the Consideration Shares out of the Purchase Price, where the cash portion thereof shall bear interest (the “Escrow Fund”) with the Escrow Agent, to be held by the Escrow Agent in accordance with and subject to the provisions of this Agreement and the escrow agreement in the form attached as Schedule 2.8 hereto (the “Escrow Agreement”) to secure the Indemnified Parties’ right to indemnification in accordance with Section 10.2(c)10 below and for payment to the Purchaser if the Aggregate Purchase Price Adjustment is lower than the Estimated Aggregate Purchase Price Adjustment, if in accordance with Section 2.7. The allocation between Escrowed Cash and Escrowed Shares is determined with respect to each Executing Shareholder, as notified prior to the date hereof, and with respect to any Indemnitee seeks Non-Executing Shareholder – to assert the extent that such shareholder signs a Claim Notice for indemnification pursuant joinder to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required prior to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolvedClosing, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim instructions set forth therein, and to the extent there are funds available no such joinder was signed, or such Non-Executing Shareholder did not provide written request to receive Consideration Shares, then solely from cash. The Escrow Amount shall be contributed by each Indemnifying Party as set forth in the Escrow FundWaterfall (and, such Indemnitee shall first seek payment from the Escrow Fund based onaccordingly, with respect if released to the portion Indemnifying Parties, released on a pro-rata basis in accordance with such Waterfall). The release of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds remaining amounts in the Escrow Fund (payable from except such amounts as are subject to pending Claims under the Escrow FundAgreement) to the Paying Agent or the 102 Trustee, based as applicable for further distribution to the Indemnifying Parties will occur on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with eighteen (18) month anniversary of the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, Closing subject to the limitations set forth terms of the Escrow Agreement; provided that in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent event of any shortfall. Notwithstanding conflict between this Agreement and the aforesaidEscrow Agreement, the recourse terms of an Indemnitee this Agreement will prevail. In addition, the Purchaser shall deposit the Expense Fund with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from Agent in the applicable Escrowed Holderaccordance with Section 4.6 below and the terms of the Escrow Agreement. For the avoidance of doubt, notwithstanding the partial payment Expense Fund is addressed in the Escrow Agreement for convenience purposes and the Purchaser shall have no liability in connection therewith. The fees and expenses associated with the services of the Net Escrow Agent shall be borne solely and completely (100%) by the Purchaser. Notwithstanding the above, in lieu of depositing any amounts in respect of the Escrow Fund on account of the Retained Sellers’ portion of the Purchase Price, it is agreed that such percentage out of the Retained Holdback Amount that corresponds to the retained Sellers’ portion of the Escrow Amount (the “Heldback Escrow”) shall serve to secure the Indemnified Parties’ right to indemnification in accordance with Section 10 below and for payment to the Purchaser if the Aggregate Consideration Purchase Price Adjustment is greater than the Estimated Aggregate Purchase Price Adjustment, in Consideration Sharesaccordance with Section 2.7, and in case of any claims against the Escrow, the Net Aggregate Consideration for portion of the purpose of this Article X Heldback Escrow that is held by the Purchaser shall be deemed equal to $69,200,259have been claimed against as well on a pro-rata basis together with any amounts and Consideration Shares in the Escrow Fund, as may and it will be adjusted pursuant payable to the final Allocation ScheduleRetained Sellers subject to the terms of the Holdback Agreement, only when and if such amount is eligible for release pursuant to the terms of the Agreement and each Consideration Share Escrow Agreement. Such Heldback Escrow shall not be valued for purposes of indemnification and this Article X as deposited with the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Escrow Agent.

Escrow Fund. Subject To provide a fund against which an Acquiror Indemnified Party may assert claims of indemnification under this Article VIII (an “Acquiror Indemnification Claim”), the Escrow Amount shall be deposited into escrow pursuant to the Escrow Agreement in accordance with Section 2.9. The Escrow Fund shall be held and distributed in accordance with this Article VIII and the Escrow Agreement. Each Acquiror Indemnification Claim shall be made only in accordance with this Article VIII and the Escrow Agreement. An Acquiror Indemnified Party shall seek monetary recourse for Acquiror Indemnification Claims solely by offset against the Escrow Fund. Notwithstanding anything to the contrary contained in this Agreement, none of the limitations set forth in Section 10.2(c)this Article VIII shall apply to any action for specific performance, if any Indemnitee seeks to assert a Claim Notice injunctive relief or other equitable remedy. Acquiror, Sub and the Company agree for indemnification pursuant to this Agreement all tax purposes: (an “Indemnification Claim”), such Indemnitee i) the optionholders’ portion of the Escrow Fund shall be required treated as compensation paid by the Company to first submit such Claim Notice, the optionholders if and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in any portion of the Escrow Fund, such Indemnitee shall first seek payment from optionholders’ portion of the Escrow Fund based on, with respect is actually distributed to the portion of the Losses attributed to such Escrowed Holderoptionholders, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect right of the stockholders to an Escrowed Holder who had actual knowledge the stockholders’ portion of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund shall be eligible to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (Yiii) directly Acquiror shall be treated as the owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment investment and reinvestment of the Net Aggregate Consideration in Consideration SharesEscrow Amount, the Net Aggregate Consideration for the purpose of this Article X or any portion thereof, shall be deemed equal allocable to $69,200,259the Acquiror pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iv) if and to the extent any amount of the stockholders’ portion of the Escrow Fund is actually distributed to the stockholders, interest may be imputed on such amount, as may be adjusted pursuant required by Section 483 or 1274 of the Code; and (v) in no event shall the total amount of the Escrow Fund paid to the final Allocation Schedule, pursuant stockholders and optionholders under this Agreement exceed an amount to be designated by the Stockholder Representatives prior to the terms Closing. Clause (v) of the Agreement preceding sentence is intended to ensure that the right of the stockholders to the stockholders’ portion of the Escrow Fund is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and each Consideration Share the Treasury Regulations promulgated thereunder. Acquiror, Sub and the Company shall be valued for purposes of indemnification and this Article X as file all Tax Returns consistently with the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)foregoing.

Escrow Fund. Subject At the Effective Time, by virtue of the Merger, and without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount equal to each Company Preferred Holder’s Closing Pro Rata [***] Confidential treatment has been requested for the limitations bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Portion of the Escrow Amount shall be withheld from the consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a), 1.8(b), and 1.8(c). The amount so withheld from each Company Preferred Holder who is an Accredited Investor and deposited into the Escrow Fund shall be in the form of shares of Acquiror Common Stock and the amount so withheld from each Company Preferred Holder who is an Unaccredited Investor and deposited into the Escrow Amount shall be in the form of cash. At the Closing, Acquiror shall deposit, or cause to be deposited, with the Escrow Agent the Escrow Amount, such deposit of the Escrow Amount to constitute an escrow fund to be governed by the terms set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement and the Escrow Agreement (an together with any dividends and income earned on the Escrow Amount, the “Indemnification ClaimEscrow Fund”), and, upon such Indemnitee deposit, Acquiror shall be required deemed to first submit such Claim Notice, and any dispute with respect have contributed to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, on behalf of each Company Preferred Holder, an amount equal to such Indemnitee shall first seek payment from Company Preferred Holder’s Closing Pro Rata Portion of the Escrow Amount. The Escrow Fund based onshall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Agreement, with respect to including Article VIII, and shall be distributed in accordance the portion terms and conditions of the Losses attributed to such Escrowed Holderthis Agreement, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in including Article VIII, and the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agreement.

Escrow Fund. Subject Buyer shall withhold from the Purchase Price the following (collectively referred to as the limitations "Escrow Funds" and separately as named in each subsection herein): (i) the sum of One Hundred Eighty Seven Thousand Five Hundred Dollars ($187,500) in cash (the "First Escrow Fund") and such First Escrow Fund shall be held as collateral for Seller's indemnification obligations pursuant to Section 9 of this Agreement; (ii) the sum of One Hundred Sixty-four Thousand Three Hundred Sixty-five Dollars and Forty Cents ($164,365.40) in cash (the "Second Escrow Fund") and such Second Escrow Fund shall be held as collateral for Seller's performance and satisfaction of Seller's obligations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice 8.5; (iii) the sum of Sixty Thousand Dollars ($60,000) in cash (the "Third Escrow Fund") and such Third Escrow Fund Shall be held as collateral for indemnification pursuant to this Agreement Seller's performance and satisfaction of Seller's obligations set forth in Section 8.6; and (an “Indemnification Claim”), iv) the sum of Thirty Three Thousand Eight Hundred Dollars ($33,800) in cash (the "Fourth Escrow Fund") and such Indemnitee Fourth Escrow Fund Shall be held as collateral for Seller's performance and satisfaction of Seller's obligations set forth in Section 8.4. The First Escrow Fund shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, governed in accordance with Section 9 of this Agreement, the terms Second Escrow Fund shall be governed by Section 8.5 of this Agreement, the Third Escrow Fund shall be governed by Section 10.2(d) or 8.6 of this Agreement, and the Fourth Escrow Fund shall be governed by Section 10.2(e) 8.4 of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in Each of the Escrow Fund, such Indemnitee Funds shall first seek accrue interest at the rate of five percent (5%) per annum in favor of the Seller. Upon termination or payment from of any of the Escrow Fund based onFunds, with respect to Buyer shall pay Seller the portion of the Losses attributed to accrued interest earned upon such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)fund.

Escrow Fund. Subject At the Effective Time each Shareholder will be deemed to ----------- have received and consented to the limitations deposit with the Escrow Agent (as defined below) of the Escrow Shares pursuant to the Escrow Agreement, without any act required on the part of the shareholder. As soon as practicable after the Effective Time, the Escrow Shares, without any act required on the part of any shareholder, will be deposited with an escrow agent acceptable to Parent and the Representative (as defined below) as Escrow Agent (the "Escrow Agent"), such ------------ deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the ----------- terms set forth herein. The portion of the Escrow Amount contributed on behalf of each Shareholder shall be in proportion to the aggregate WebMD Series B Preferred Stock which such holder would otherwise be entitled to receive under Section 3.1, which respective percentage interest ( the "Percentage Interest") will be determined as of the Effective Time and set forth on an exhibit to the Escrow Agreement. The Escrow shall be contributed entirely out of the shares of WebMD Series B Preferred Stock issuable upon the Merger in respect of Sapient Capital Stock. From and after the Effective Time, the Escrow Fund shall be available to compensate and indemnify WebMD and Merger Corp. and their respective officers, directors, employees, representatives, agents, shareholders controlling persons and affiliates (each an "Indemnitee") against and for any Loss suffered or incurred by an Indemnitee, as and when due, which arises out of or results from a breach of any of the representations, warranties, covenants or agreements of Sapient set forth in Section 10.2(c), if this Agreement or in any Indemnitee seeks to assert a Claim Notice for indemnification certificate or schedule delivered by Sapient pursuant to this Agreement Agreement. An Indemnitee may not receive any shares from the Escrow Fund unless and until a Loss Notice or Loss Notices (as defined below) identifying Indemnifiable Losses, the aggregate amount of which exceed $50,000, have been delivered to the Escrow Agent pursuant to the terms hereof; in such case, an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, may recover from the Escrow Fund its Losses in excess of $50,000 in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose provisions of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)12.

Escrow Fund. Subject To provide a fund against which an Acquiror Indemnified Party may assert claims of indemnification under this Article VIII (an “Acquiror Indemnification Claim”), the Escrow Amount shall be deposited into escrow pursuant to the Escrow Agreement in accordance with Section 2.9(b). The Escrow Fund shall be held and distributed in accordance with this Article VIII and the Escrow Agreement. Each Acquiror Indemnification Claim shall be made only in accordance with this Article VIII and the Escrow Agreement. An Acquiror Indemnified Party shall seek monetary recourse for Acquiror Indemnification Claims solely by offset against the Escrow Fund. Notwithstanding anything to the contrary contained in this Agreement, none of the limitations set forth in Section 10.2(c)this Article VIII shall apply to any action for specific performance, if any Indemnitee seeks to assert a Claim Notice injunctive relief or other equitable remedy. Acquiror, Sub and the Company agree for indemnification pursuant to this Agreement all tax purposes: (an “Indemnification Claim”), such Indemnitee i) the optionholders’ portion of the Escrow Fund shall be required treated as compensation paid by the Company to first submit such Claim Notice, the optionholders if and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in any portion of the Escrow Fund, such Indemnitee shall first seek payment from optionholders’ portion of the Escrow Fund based on, with respect is actually distributed to the portion of the Losses attributed to such Escrowed Holderoptionholders, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect right of the stockholders to an Escrowed Holder who had actual knowledge the stockholders’ portion of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund shall be eligible to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate; (Yiii) directly Acquiror shall be treated as the owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment investment and reinvestment of the Net Aggregate Consideration in Consideration SharesEscrow Amount, the Net Aggregate Consideration for the purpose of this Article X or any portion thereof, shall be deemed equal allocable to $69,200,259the Acquiror pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iv) if and to the extent any amount of the stockholders’ portion of the Escrow Fund is actually distributed to the stockholders, interest may be imputed on such amount, as may be adjusted pursuant required by Section 483 or 1274 of the Code; and (v) in no event shall the total amount of the Escrow Fund paid to the final Allocation Schedule, pursuant stockholders and optionholders under this Agreement exceed an amount to be designated by the Stockholder Representatives prior to the terms Closing. Clause (v) of the Agreement preceding sentence is intended to ensure that the right of the stockholders to the stockholders’ portion of the Escrow Fund is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and each Consideration Share the Treasury Regulations promulgated thereunder. Acquiror, Sub and the Company shall be valued for purposes of indemnification and this Article X as file all Tax Returns consistently with the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)foregoing.

Escrow Fund. Subject In the event of a Change in Control, as collateral security for its obligations hereunder, the Company shall dedicate and maintain for the benefit of Indemnitee, for a period of five years following the Change in Control, an escrow account in an aggregate amount of five hundred thousand dollars ($500,000) by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in said amount (the "Escrow Reserve") . The terms of the escrow agreement shall provide that upon a Change in Control (a) the escrow shall not be revoked or the principal of the Escrow Reserve invaded without the written consent of the Indemnitee, (b) the escrow agent shall advance within two business days of a request by the Indemnitee any and all Expenses, (c) the escrow agent shall promptly pay to the limitations set forth in Section 10.2(c), if any Indemnitee seeks all amounts for which the Indemnitee shall be entitled to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Noticeor otherwise, and any dispute with respect (d) all unexpended funds in such escrow shall revert to such indemnification claim shall be resolved, in accordance with the Company upon a final determination by a court of competent jurisdiction that the Indemnitee has been fully indemnified under the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such The escrow agent shall be chosen by the Indemnitee. The Company may in its sole discretion establish an Escrow Reserve in anticipation of a Change in Control. Promptly following the establishment of the Escrow Reserve, the Company shall provide Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim a true and complete copy of the agreement relating to the extent there are funds available in establishment and operation of the Escrow FundReserve, together with such Indemnitee shall first seek payment from the Escrow Fund based on, additional documentation or information with respect to the portion Escrow Reserve as Indemnitee may from time to time reasonably request. Promptly following the establishment of the Losses attributed Escrow Reserve, the Company shall deliver a copy of this Agreement to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in escrow agent for the Escrow Fund (payable from Reserve to evidence to that agent that Indemnitee is a beneficiary of that Escrow Reserve and shall deliver to Indemnitee the Escrow Fund, based on escrow agent's signed receipt evidencing that delivery. Nothing in this Section 11 shall relieve the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent Company of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of obligations under this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agreement.

Escrow Fund. Subject Notwithstanding anything to the limitations contrary set forth in this Agreement, at the Closing, the Buyer shall withhold from the portion of the Acquisition Consideration otherwise payable to each Company Shareholder and each holder of Vested Company Options in the Acquisition pursuant to Section 10.2(c1.1 (i) an amount equal to the Pro Rata Share of such Company Shareholder or holder of Vested Company Options multiplied by the Escrow Amount (which amount will consist of cash and shares of Parent Common Stock (based on the Parent Average Trading Price) as per the ratio of such aggregate components set forth in the Payment Spreadsheet), if any Indemnitee seeks and (ii) an amount of cash consideration (rounded to assert the nearest cent) equal to the Pro Rata Share of such Company Shareholder or holder of Vested Company Options multiplied by Adjustment Withheld Amount; each cash amount to be so withheld shall be rounded to the nearest cent, and each number of shares of Parent Common Stock to be so withheld shall be rounded down to the nearest whole number and additional cash shall be withheld in lieu of the fraction of a Claim Notice for indemnification share of Parent Common Stock that should have been withheld. At the Closing, the Buyer shall deposit, or cause to be deposited, the Escrow Amount and the Adjustment Withheld Amount with the Escrow Agent (such amounts being referred to herein as the “Escrow Fund” and the “Adjustment Fund”, respectively), that shall hold such funds in two separate accounts. The Escrow Fund and the Adjustment Fund shall be held and distributed pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) provisions of this Agreement and the Escrow Agreement. Prior If upon receipt of executed and completed Letters of Transmittal after Closing and a completed Shareholder Confirmation, it transpires that there are Company Shareholders, other than the 102 Trustee, that certify, by duly executed and completed Shareholder Confirmation, that they are Unqualified Shareholders, then their contribution to the Escrow Amount shall be corrected such that it will be entirely in cash, and in such case, the Buyer shall transfer to the Escrow Agent promptly any additional amount of cash as is necessary to cause the Pro Rata Share of each such Indemnitee seeking payment directly from Company Shareholder in the Escrow Fund to be fully in cash, and any Escrowed Holder excess shares of Parent Common Stock held by the Escrow Agent with respect to each such Indemnification Claim Company Shareholder’s Pro Rata Share will be returned to Parent. The shares of Parent Common Stock held in the Escrow Account may be subject to Hedging Transactions (as defined in the Lock Up Agreement) to be conducted by and in accordance with instructions from the Representative (with the approval of the Advisory Committee formed under the Engagement Agreement). The parties to the extent there are funds available Escrow Agreement shall execute such documents and instruments as is necessary to facilitate such Hedging Transactions including any deposit of shares with a designated broker that conducts such Hedging Transaction. Within the ninety (90) days following the lock up period, Escrow Agent will, upon instructions from the Representative (with the approval of the Advisory Committee formed under the Engagement Agreement), sell on the NYSE or such other stock exchange on which the Parent Common Stock is then traded the shares of Parent Common Stock deposited in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion provided that no more that 25% of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share shares of the funds Parent Common Stock deposited in the Escrow Fund (payable from at Closing may be sold on any trading day, and the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to proceeds of all such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds sales shall be deposited in the Escrow Fund, subject to the limitations set forth Fund in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfallcash. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment The members of the Net Aggregate Consideration in Consideration Shares, Advisory Committee formed under the Net Aggregate Consideration for the purpose of this Article X Engagement Agreement shall be deemed equal have no Liability to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms any of the Agreement Company Securityholders in connection with the Hedging Transactions and each Consideration Share shall be valued for purposes the sales of indemnification and shares of Parent Common Stock referred to in this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”Section 1.3(d). (c).

Escrow Fund. Subject As soon as practicable after the Closing Date, Buyer ----------- shall deposit with the Escrow Agent a certificate representing [***] shares of Buyer's Series B-1 Preferred Stock registered in the name of Xxxxxx Trust Company of California as Escrow Agent, (the "Escrow Shares" and, as so ------------- deposited, the "Escrow Fund"). Exhibit A hereto sets forth the name and address ----------- --------- of each Seller Stockholder and the number of Escrow Shares contributed to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification * Material has been omitted pursuant to this Agreement (an “Indemnification Claim”)a request for confidential treatment, and such Indemnitee material has been filed separately with the SEC. Escrow Fund on behalf of each such Seller Stockholder pursuant to Section 9 of the Purchase Agreement. The number of Escrow Shares contributed on behalf of each Seller Stockholder divided by the total amount of Escrow Shares contributed by all Seller Stockholders to the Escrow Fund shall be required to first submit each such Claim Notice, and any dispute with respect to such indemnification claim Seller Stockholder's "proportionate interest" in the Escrow Shares. The Escrow Fund ---------------------- shall be resolvedheld as an escrow fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Escrow Agent agrees to accept delivery of the Escrow Fund and to hold such Escrow Fund in accordance with escrow subject to the terms of Section 10.2(d) or Section 10.2(e) and conditions of this Agreement. Prior Attached hereto as Exhibit B are the names, titles and specimen --------- signatures of each of the persons who are authorized on behalf of Buyer, Seller and Seller's Representative to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim execute and deliver written notices and instructions to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agent.

Escrow Fund. Subject Prior to or simultaneously with the Closing, ----------- the Stockholders' Representative and Parent shall enter into an escrow agreement (the "Escrow Agreement") with an escrow agent selected by Parent and reasonably ---------------- acceptable to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement Stockholders' Representative (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d"Escrow Agent") or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available ------------ substantially in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion form of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfallExhibit B hereto. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant Pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at --------- Escrow Agreement, within 20 days after the Closing, i.e.Parent shall deposit one or more certificates representing, $ 430.41 in the aggregate, the Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the “Agreed Value”"Escrow ------ Account"). Any Escrow Shares in the Escrow Account are referred to herein as the ------- "Escrow Fund". In connection with such deposit of the Escrow Shares with the ----------- Escrow Agent and as of the Effective Time, each holder of Company Common Stock will be deemed to have received and deposited with the Escrow Agent each stockholder's pro rata interest in the Escrow Fund as determined as of Closing by reference to such stockholder's ownership of shares of Company Common Stock (cplus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to shares constituting the Escrow Fund), without any act of the stockholders of the Company (the "Company Stockholders"). Distributions of any -------------------- Escrow Shares from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the placement of the Escrow Shares in escrow and the appointment of the Stockholders' Representative. No portion of the Escrow Fund shall be contributed in respect of any Company Option or any other security exercisable or convertible into Company Common Stock. To the extent possible, no shares of Parent Common Stock contributed to the Escrow Fund shall be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of the Surviving Corporation.

Escrow Fund. Subject As provided in Section 1.8, promptly after the Effective Time, SCM shall deposit the Closing Escrow Amount with Greater Bay Trust Company (or another institution acceptable to SCM and the Shareholders' Agent (as defined in Section 8.2(g) below)), as Escrow Agent (the "Escrow Agent"). In addition, prior to the limitations payment of any Contingent Merger Consideration payable to the Shareholders pursuant to Section 1.14, SCM shall deposit 15% of each Contingent Merger Consideration payment with the Escrow Agent. All amounts so paid to the Escrow Agent shall constitute, collectively, an escrow fund (the "Escrow Fund") to be governed by the terms set forth in Section 10.2(c), if herein. Each Shareholder's portion of the Closing Escrow Amount or aggregate Contingent Merger Consideration contributed to the Escrow Fund shall correspond to such Shareholder's Proportionate Interest. The Escrow Fund shall be available to compensate SCM and its affiliates (i) for the payment to SCM of any Indemnitee seeks adjustments to assert a Claim Notice for indemnification the Merger Consideration pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) 1.13 of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim , to the extent there such adjustments to the Merger Consideration are funds available not made on or prior to the Closing, and (ii) subject to paragraph (o), for any claim, loss, expense, liability or other damage, including reasonable attorneys' fees and disbursements in connection with any action, suit or proceeding, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively "Losses") that SCM or any of its affiliates has actually incurred (or, in the Escrow Fund, such Indemnitee shall first seek payment from case of an extension of the Escrow Fund based onPeriod pursuant to Section 8.2(b)(ii), with respect to the portion reasonably anticipates incurring), by reason of the Losses attributed to such Escrowed Holderbreach by the Company or the Shareholders of any representation, such Escrowed Holder’s Indemnity Pro Rata Share warranty, covenant or agreement of the funds Company or the Shareholders contained herein (including the Company Disclosure Schedule); Each Shareholder acknowledges that notwithstanding that such Shareholder has not made the representations and warranties made by the Company, it is understood and agreed that each Shareholder must indemnify SCM jointly and severally for items (i) and (ii) described in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)immediately preceding sentence; provided, however, that if there are not sufficient funds claims for Losses incurred as a result of a breach by a specific Shareholder ("Specific Shareholder Claims") shall be satisfied solely out of such Shareholder's Proportionate Interest in the Escrow Fund, subject to Fund until such Proportionate Interest in the limitations set forth Escrow Fund is exhausted and no other Shareholder's Proportionate Interest in Section 10.2(c), such Indemnitee the Escrow Fund shall be permitted used to seek indemnification directly from satisfy any such Losses. SCM and the Escrowed HoldersCompany each acknowledge that such Losses, based on each Escrowed Holder’s Indemnity Pro Rata Shareif any, would relate to unresolved contingencies existing at the extent of any shortfallEffective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger Consideration. Notwithstanding the aforesaidforegoing, the recourse of an Indemnitee SCM shall not be entitled to receive any disbursement with respect to claims resulting from fraud any Loss or intentional misrepresentation by (iLosses under Section 8.2(a)(ii) arising in respect of any Escrowed Holderindividual occurrence or circumstance unless the amount of the aggregate Losses of SCM under Section 8.2(a)(ii) shall exceed $150,000, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as then SCM shall be determined by Parent at its sole discretion, either entitled to recover from (X) the Escrow Fund or (Y) directly from only the applicable Escrowed Holder. For the avoidance total of doubt, notwithstanding the partial payment its Losses in excess of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)150,000.

Escrow Fund. Subject (a) Prior to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance or simultaneously with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to Closing, the extent there are funds available in Stockholders' Representative and Buyer shall enter into the Escrow Fund, such Indemnitee shall first seek payment from Agreement with the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfallAgent. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant Pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share Escrow Agreement, at the Closing, i.e.Buyer shall deposit the Escrow Fund into an escrow account, $ 430.41 which account is to be managed by the Escrow Agent (the “Agreed Value”"Escrow Account"). (c)In connection with such deposit of the Escrow Fund with the Escrow Agent and as of the Effective Time, each holder of Target Common Shares shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Common Per Share Escrow Amount, the Berger Family 1998 Revocable Trust shall be deemed to have contributed xx xxe Escrow Amount an amount per share equal to the Series A-1(B) Per Share Escrow Amount, Telkoor Telecom Ltd. shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Series A-1(T) Per Share Escrow Amount, each holder of Target Series A-2 Shares shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Series A-2 Per Share Escrow Amount, and each holder of Target Series B Shares shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Series B Per Share Escrow Amount, without any act of the Target Stockholders. Distributions of any of the Escrow Fund from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Target Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the placement of the Escrow Fund in escrow and the appointment of the Stockholders' Representative. No portion of the Escrow Fund shall be contributed in respect of any Company Option or any warrant or other security exercisable or convertible into Company Stock.

Escrow Fund. Subject to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed HolderPrior to or simultaneously with the Closing, solely the Members’ Representative and Parent shall enter into an escrow agreement substantially in the form of Exhibit B hereto (the “Escrow Agreement”) with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund Agent, or (Y) directly from if the applicable Escrowed Holder. For the avoidance Escrow Agent is unwilling or unable to serve, then such other financial institution of doubt, notwithstanding the partial payment of the Net Aggregate Consideration at least $500,000,000 in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant total assets mutually acceptable to the final Allocation Schedule, pursuant Members’ Representative and Parent. Pursuant to the terms of the Escrow Agreement, Parent shall deposit with the Escrow Agreement (i) one or more stock certificates representing the Escrow Shares, and each Consideration Share shall (ii) one or more warrants representing the Escrow Warrants issued to the Contributing Members at Closing and related irrevocable stock powers in the name of the Contributing Members representing the Escrow Securities, which account is to be valued for purposes of indemnification and this Article X as managed by the value of such share at the Closing, i.e., $ 430.41 Escrow Agent (the “Agreed ValueEscrow Account”). Any Escrow Securities and Proceeds in the Escrow Account are collectively referred to herein as the “Escrow Fund”. The Escrow Agreement shall provide that so long as a bona fide, good faith claim for indemnification has not been made by Parent, that (c)i) the entirety of the Escrow Fund remain with the Escrow Agent for (18) eighteen months, (ii) after completion of (18) eighteen months post Closing, that portion of Escrow Shares (and/or any Proceeds or common stock of Parent received by the Contributing Members by virtue of the exercise of Parent Warrants and Redemption Warrants) in excess of $3,000,000 in value based on the Escrow Per Share Market Value be released to the Contributing Members as well as the entirety of the Escrow Warrants and (iii) upon completion of (60) sixty months after Closing, the Escrow Account shall be closed and all remaining Escrow Shares and any and all other assets of the Contributing Members held in the Escrow Fund shall be released to the Members. In connection with such deposit of the Escrow Securities with the Escrow Agent and as of the Effective Time, each Contributing Member holder of Company Interests will be deemed to have constructively received and deposited with the Escrow Agent each Contributing Member’s pro rata interest in the Escrow Fund as determined as of Closing by reference to such Contributing Member’s ownership of Company Interests (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to shares constituting the Escrow Fund) as reflected on the Company Interest Certificates, without any further action by the Contributing Members. Distributions of any Escrow Securities or the Escrow Fund or Proceeds from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement, but shall occur no later than the end of the indemnity periods as set forth in Section 10.01. The adoption of this Agreement and the approval of the Merger by the Members shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the placement of the Escrow Securities and Proceeds in the Escrow Fund and the appointment of the Members’ Representative. No Escrow Securities contributed to the Escrow Fund shall be unvested or subject to any right of repurchase, risk of forfeiture or other condition in favor of Parent, the Surviving Corporation or other entity.

Escrow Fund. Subject (a) At the Effective Time, Castlight shall withhold the Escrow Amount from the Merger Consideration issuable pursuant to Section 1.3(a) (the limitations aggregate amount shares of Castlight Class B Common Stock so held by Castlight from time to time, together with any non-taxable stock dividends declared and paid in respect of such shares, the “Escrow Fund”) and deposit the Escrow Fund with U.S. Bank National Association, as the “Escrow Agent.” The Escrow Fund shall be governed by the provisions set forth herein and in Section 10.2(c), if the Escrow Agreement in substantially the form attached hereto as Exhibit L. The Escrow Fund and the Set-Off Right shall constitute partial security for the benefit of Castlight (on behalf of itself or any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute other Indemnified Person) with respect to such any Indemnifiable Damages pursuant to the indemnification claim obligations of the Converting Holders under this Article IX. Subject to Section 9.4, the Escrow Agent shall be resolved, hold the Escrow Fund until 11:59 p.m. local time on the date (the “Escrow Release Date”) that is 12 months after the Effective Time. Except to the extent there is a cancellation of shares of Castlight Class B Common Stock held in the Escrow Fund in connection with Indemnifiable Damages in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available , shares of Castlight Class B Common Stock held in the Escrow Fund, such Indemnitee shall first seek payment from including shares of Castlight Class B Common Stock issuable pursuant to Annex A hereto which are deposited into the Escrow Fund based onpursuant to Section 9.4, shall be treated by Castlight as issued and outstanding stock of Castlight, the Jiff Stockholders shall be shown as the registered owners of such shares on the certificate(s) evidencing such shares (if such shares are certificated) and the Jiff Stockholders shall be entitled to exercise voting rights and to receive dividends with respect to the portion such shares (other than stock dividends, which shall be withheld by Castlight and included as part of the Losses attributed Escrow Fund). The Converting Holders shall not receive interest or other earnings on the shares of Castlight Class B Common Stock (other than as set forth in the immediately preceding sentence) in the Escrow Fund. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the distribution of the Escrow Fund to any Converting Holder in accordance with Section 9.1(b), except that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Escrowed Holder, such Escrowed Converting Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from by will, by the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent laws of any shortfall. Notwithstanding the aforesaid, the recourse intestacy or by other operation of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)law.

Escrow Fund. Subject Prior to or simultaneously with the ----------- Closing, the Stockholders' Representative and Parent shall enter into an escrow agreement (the "Escrow Agreement") with an escrow agent selected by Parent and reasonably acceptable to the limitations set forth in Section 10.2(cStockholders' Representative (the "Escrow Agent"), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available substantially in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion form of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfallExhibit B hereto. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant Pursuant to the terms of the Escrow Agreement, Parent shall deposit one or more certificates in the name of the Escrow Agent representing the Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the "Escrow Account"). Any Escrow Shares in the Escrow Account are referred to herein as the "Escrow Fund". In connection with such deposit of the Escrow Shares with the Escrow Agent and as of the Effective Time, each holder of Company Stock will be deemed to have received and deposited with the Escrow Agent each such holder's pro rata interest in the Escrow Fund as determined as of the Closing by reference to the number of Parent Shares distributed in exchange for shares of Company Stock to such holder at the Closing (including, in the case of Michael Bennett or his assignees, any shares of Parent Common Stock ixxxxx xx Xx. Xxnnett or his assignees pursuant to Section 6.16, but excluding xxx xxxxxx of Parent Common Stock issued to persons other than Michael Bennett or his assignees pursuant to Section 6.16), relative xx xxx xxxxxx xf Parent Shares distributed in exchange for Company Stock to all stockholders of the Company (the "Company Stockholders") at the Closing (including any shares of Parent Common Stock issued to Mr. Bennett or his assignees pursuant to Section 6.16, but excluding xxx xxxxxx of Parent Common Stock issued to persons other than Michael Bennett or his assignees pursuant to Section 6.16), without axx xxx xx xxx Xompany Stockholders. Distributions of any Escrow Shares from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and each Consideration Share the approval of the Merger by the Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the placement of the Escrow Shares in escrow and the appointment of the Stockholders' Representative. No portion of the Escrow Fund shall be valued for purposes contributed in respect of indemnification and this Article X as any Company Option or any warrant or other security exercisable or convertible into Company Stock. No Parent Shares contributed to the value Escrow Fund shall be unvested or subject to any right of such share at repurchase, risk of forfeiture or other condition in favor of the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Surviving Corporation.

Escrow Fund. Subject At the Effective Time, the Company Stockholders ----------- will be deemed to have received and deposited with the limitations set forth Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Company Stockholder, will be deposited with U.S. Bank Trust, National Association (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 10.2(c7.2(g) below)), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement as Escrow Agent (an “Indemnification Claim”the "Escrow Agent"), such Indemnitee deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at Parent's cost and expense. The Escrow Fund shall be required available to first submit such Claim Noticecompensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and any dispute with respect to such indemnification claim shall be resolvedexpenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred, in accordance with sustained or paid by Parent, its officers, directors, or affiliates (including the terms Surviving Corporation) directly or indirectly as a result of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud inaccuracy or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge breach of such of Company’s fraud a representation or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment warranty of the Net Aggregate Consideration Company (as modified by the Company Schedules) contained in Consideration Sharesthis Agreement or any certificate, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, instrument or other document delivered pursuant to the terms of this Agreement, or any failure by the Agreement Company to perform or comply with any covenant contained herein, (ii) the payment by Parent or the Surviving Corporation of any amount on the account of Dissenting Shares which such payment or payments exceed the aggregate consideration that otherwise would have been payable in respect of such shares, (iii) the amount of any Third Party Obligations that the Company fails to satisfy pursuant to Section 5.6 above prior to the Effective Time and/or the amount of any cash in excess of the amounts set forth in Section 5.6 expended for such purpose, (iv) the payment of any Legal Expenses, or (v) the amount that the Final Cash Balance (as defined in Section 7.3 below) is less than the lesser of (A) the applicable Minimum Cash Balance required in Section 5.27 and each Consideration Share (B) the Cash Amount reflected on the Estimated Closing Date Balance Sheet. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses in the aggregate amount in excess of $2,000,000 (the "Threshold Amount") have been delivered to the Securityholder Agent (as defined in paragraph (g) below), in which event Parent shall be valued entitled to recover only amounts in excess of the Threshold Amount; provided that notwithstanding the foregoing, Parent shall be entitled to indemnification on a first dollar basis, without regard to whether the Threshold Amount has been exceeded, with respect to (i) the payment by Parent or the Surviving Corporation of any amount on account of Dissenting Shares, (ii) the amount of any Third Party Obligations that the Company fails to satisfy pursuant to Section 5.6 above and/or the amount of any cash in excess of the amounts set forth in Section 5.6 expended for such purpose, (iii) the payment of any Legal Expenses, and (iv) the amount that the Final Cash Balance (as defined in Section 7.3 below) is less -52- than the lesser of (A) the applicable Minimum Cash Balance required in Section 5.27 and (B) the Cash Amount reflected on the Estimated Closing Date Balance Sheet. The Company Stockholders shall not have any right of contribution from the Company or Parent with respect to any Loss pursuant to this Article VII. For purposes of this Article VII, references to the terms "material," "materially," "in all material respects" and "Material Adverse Effect" shall be disregarded for purposes of indemnification and determining whether there was a breach or inaccuracy in any representation or warranty of the Company in Article II, as modified by the Company Schedules attached hereto, or any certificate, instrument or other document delivered pursuant to the terms of this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agreement.

Escrow Fund. Subject to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant Pursuant to the terms of the Escrow Agreement, an Escrow Fund consisting of 125,000 shares of Acquiror Common Stock to be issued as part of the Merger Consideration shall be established and made available to indemnify and compensate Acquiror for any Damages (as defined in Section 9.3 below) incurred by Acquiror. Target and Acquiror each acknowledge that any such Damages represent contingencies that, if known and/or fully resolved as of the Closing Date, would have led to negotiated reduction in the Merger Consideration. Of the shares of Acquiror Common Stock forming the Escrow Fund, 50,000 shares shall be subject to payment of Damages incurred by Acquiror in connection with the matters set forth in Section 9.3(a) below (collectively, the "General Indemnity Matters"), and 75,000 shares shall be subject to payment of Damages incurred by Acquiror in connection with the matters set forth in Section 9.3(b) below (collectively, the "Specific Indemnity Matters"). The portion of the Escrow Fund allocated for payment of Damages in connection with General Indemnity Matters shall not be available for payment of Damages in connection with Specific Indemnity Matters, and the portion of the Escrow Fund allocated for payment of Damages in connection with Specific Indemnity Matters shall not be available for payment of Damages in Connection with General Indemnity Matters. If the Closing occurs, the Escrow Fund shall be the exclusive remedy of Acquiror with respect to this Agreement and each Consideration Share all or any aspect of the transactions contemplated herein (provided that it is understood and acknowledged that the rights and remedies of the respective parties to the Shareholders Agreement, the Marketing Services Agreements and the Non-Competition Agreements shall be valued for purposes independent of indemnification this Agreement and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”remedies set forth herein). However, nothing in this Section 9 shall limit the liability of (c)i) Target in connection with any Breach of any representation, warranty or covenant in this Agreement or the Schedules hereto if the Closing does not occur or (ii) of any Shareholder in connection with any Breach by such Shareholder of the Shareholders Agreement or any other agreement entered in to by such Shareholder in connection with the Merger.

Escrow Fund. Subject (i) Prior to or simultaneously with the Closing, the Members’ Representative and Parent shall enter into an escrow agreement substantially in the form of Exhibit B hereto (the “Escrow Agreement”) with the Escrow Agent, or if the Escrow Agent is unwilling or unable to serve, then such other financial institution of at least $500,000,000 in total assets mutually acceptable to the limitations set forth in Section 10.2(c), if any Indemnitee seeks Members’ Representative and Parent. Pursuant to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow FundAgreement, such Indemnitee Parent shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by deposit (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud one or intentional misrepresentation more certificates in the name of the Escrow Agent representing the Escrow Securities and (ii) the CompanyEscrow Amount into an escrow account, solely which account is to be managed by the Escrow Agent (the “Escrow Account”). Any Escrow Securities, the Escrow Amount and Proceeds in the Escrow Account are collectively referred to herein as the “Escrow Fund”. The Escrow Agreement shall provide that so long as a bona fide, good faith claim for indemnification has not been made by Parent, that (i) the entirety of the Escrow Fund remain with the Escrow Agent for (18) eighteen months, (ii) after completion of (18) eighteen months post Closing, the Escrow Amount and that portion of Escrow Shares (and/or any Proceeds or common stock of Parent received by virtue of the exercise of Parent Warrants and Redemption Warrants) in excess of $3,000,000 in value based on the Escrow Per Share Market Value be released to the Members as well as the entirety of the Escrow Warrants, and (iii) upon completion of (60) sixty months after Closing, the Escrow Account shall be closed and all remaining Escrow Shares shall be released to the Members. In connection with such deposit of the Escrow Securities and Escrow Amount with the Escrow Agent and as of the Effective Time, each holder of Company Interest will be deemed to have constructively received and deposited with the Escrow Agent each Member’s pro rata interest in the Escrow Fund as determined as of Closing by reference to such Member’s ownership of Company Interests (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to an Escrowed Holder who had actual knowledge shares constituting the Escrow Fund) as reflected on the Company Interest Certificates, without any further action by the Members. Distributions of such of Company’s fraud any Escrow Securities or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly Proceeds from the applicable Escrowed Holder. For Escrow Account shall be governed by the avoidance of doubt, notwithstanding the partial payment terms and conditions of the Net Aggregate Consideration Escrow Agreement, but shall occur no later than the end of the indemnity periods as set forth in Consideration SharesSection 10.01. The adoption of this Agreement and the approval of the Merger by the Members shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the Net Aggregate Consideration for placement of the purpose Escrow Securities, Escrow Amount and Proceeds in the Escrow Fund and the appointment of this Article X the Members’ Representative. No Escrow Securities contributed to the Escrow Fund shall be deemed equal unvested or subject to $69,200,259any right of repurchase, as may be adjusted pursuant to risk of forfeiture or other condition in favor of Parent, the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Surviving Corporation or other entity.

Escrow Fund. Subject Prior to or simultaneously with the Closing, the ----------- Securityholders' Representative and Parent shall enter into an escrow agreement (the "Escrow Agreement") with an escrow agent selected by Parent and reasonably ---------------- acceptable to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement Securityholders' Representative (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d"Escrow Agent") or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available ------------ substantially in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfallform attached as Exhibit C hereto. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant Pursuant to the terms of the Escrow Agreement, Parent shall deposit the Escrow Amount into an escrow account, which account is to be managed by the Escrow Agent (the "Escrow ------ Account"). The Escrow Amount and all interest and other amounts earned thereon ------- in the Escrow Account is referred to herein as the "Escrow Fund." In connection ----------- with such deposit of the Escrow Amount with the Escrow Agent and as of the Effective Time, each holder of the Company Preferred Stock (the "Company ------- Preferred Stockholders"), as applicable, will be deemed to have received and ---------------------- deposited with the Escrow Agent such person or entity's pro rata interest in the Escrow Fund as determined as of Closing by reference to such person or entity's pro rata interest in the Preferred Merger Consideration, if any, without any act of such Company Preferred Stockholders. Distributions of any portion of the Escrow Amount from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. The approval of this Agreement by the Company Preferred Stockholders shall constitute approval of the Escrow Agreement and each Consideration Share shall be valued for purposes of indemnification all the arrangements relating thereto by the Company Preferred Stockholders, including, without limitation, the placement of the Escrow Amount in escrow and this Article X as the value appointment of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Securityholders' Representative.

Escrow Fund. Subject As security for the representations and warranties ----------- made by the Company in this Agreement at the Effective Time and without any act of the Company, the Company will be deemed to have received and deposited with Firstar Bank, N.A. (the "Escrow Agent") the Escrow Amount issued in the name of ------------ the Escrow Agent (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”Escrow Amount), such Indemnitee deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The ----------- portion of the Escrow Amount contributed on behalf of each Shareholder shall be required in proportion to first submit the Merger Consideration such Claim NoticeShareholder is otherwise entitled to receive in the Merger by virtue of ownership of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and any dispute with respect to such indemnification claim latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. The Escrow Fund shall be resolvedthe sole and exclusive remedy of Parent for all Losses incurred by Parent. Notwithstanding the preceding sentence, nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant contained in accordance with this Agreement if the terms of Section 10.2(d) or Section 10.2(e) of this AgreementMerger does not close. Prior to Parent may not receive any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment shares from the Escrow Fund based on, with respect unless and until one or more Officer's Certificates identifying Losses in excess of One Hundred and Fifty Thousand Dollars (USD $150,000) in the aggregate (the "Basket Amount") has ------------- or have been delivered to the portion Escrow Agent as provided in Section 7.2(d) hereof, in which case Parent shall be entitled to recover all Losses so identified, including without limitation the Basket Amount. If, as of the Escrow Termination Date, no Loss or Losses attributed to such Escrowed Holderhave been identified which, such Escrowed Holder’s Indemnity Pro Rata Share of in the funds in aggregate, exceed the Basket Amount, then the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder shall be released in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject full to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Shareholders.

Escrow Fund. Subject As partial security for the indemnity provided for ----------- in Section 7.2 hereof and by virtue of this Agreement, Buyer shall deposit with the Escrow Agent (as defined below) the Escrow Amount. As soon as practicable after the Closing, the Escrow Amount, without any act of Seller, will be deposited with First Trust of California, National Association (or other institution acceptable to Buyer and the limitations Seller) as Escrow Agent (the "Escrow ------ Agent"), such deposits to constitute an escrow fund (the "Escrow Fund") to be ----- ----------- governed by the terms set forth herein. The Seller agrees to indemnify and hold Buyer and its officers, directors and affiliates harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Buyer, ---- ------ its officers, directors, or affiliates directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of Seller or the Company contained in this Agreement, (ii) Net Liabilities as of the Closing Date exceeding Estimated Net Liabilities or (iii) any failure by Seller or the Company to perform or comply with any covenant contained in this Agreement; provided that, with respect to any inaccuracy or breach of any representation or -------- ---- warranty set forth in Section 10.2(c), if any Indemnitee seeks to assert 2.9 as a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim result of a Customer Termination or Customer Notice, and "Loss" shall mean with respect to each such Customer Termination a dollar amount equal to one hundred percent (100%) of the Annualized Revenue for such former Customer less the amount of any dispute revenue earned by the Company with respect to such indemnification claim Customer after the Closing Date. The Escrow Fund shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior available to compensate Buyer and its affiliates for any such Indemnitee seeking payment directly Losses. Seller shall not have any right of contribution from any Escrowed Holder the Company with respect to such Indemnification Claim to any Loss claimed by Buyer after the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment Closing. Buyer may not receive any cash from the Escrow Fund based onunless and until the amount determined to be owed to Buyer pursuant to undisputed Officer's Certificates (as defined in paragraph (e) below) identifying Losses and disputed Officer's Certificates which have been resolved through the arbitration process set forth in Section 7.2(g), with respect which in the aggregate exceed $100,000, have been delivered to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds Escrow Agent as provided in the Escrow Fund paragraph (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)e) below; provided, however, that if there are not sufficient funds with respect -------- ------- to each of: (i) Third Party Expenses in excess of the Escrow Fundgreater of (A) Estimated Third Party Expenses or (B) $250,000, subject (ii) Net Liabilities as of the Closing Date in excess of Estimated Net Liabilities, and (iii) Losses related to a breach of the limitations representation and warranty set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii2.23(j) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as aforementioned $100,000 threshold shall not be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as claims of Losses against the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Escrow Amount.

Escrow Fund. Subject to As soon as practicable after the limitations set forth in Section 10.2(c)First Merger Effective Time, if without any Indemnitee seeks to assert act of any holder of Company Common Stock, a Claim Notice for indemnification pursuant to this Agreement portion of the Initial Stock Merger Consideration consisting of 708,750 shares of Parent Common Stock (an “Indemnification Claim”such shares being the "Escrow Shares") and $17,325,000 of the Initial Cash Merger Consideration (the "Escrow Cash") shall be deposited with The Bank of New York (or such other institution mutually selected by Parent and the Company) as escrow agent (the "Escrow Agent"), such Indemnitee shall deposit to constitute the "Escrow Fund" and to be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with governed by the terms set forth herein and in an escrow agreement among Parent, the Shareholder Representative and the Escrow Agent (the "Escrow Agreement"), the form of Section 10.2(d) or Section 10.2(e) of this Agreementwhich is attached as Exhibit D hereto. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available Each Person who is issued Initial Parent Shares shall have a proportionate interest in the Escrow Fund, such Indemnitee shall first seek payment from Shares and the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds Cash deposited in the Escrow Fund (payable the amount of such proportionate interests to be provided to Parent by MHRx not later than two (2) Business Days prior to the Closing Date). The Escrow Shares shall be registered in the names of such MHRx members. Any shares of Parent Common Stock or other Parent equity securities (including shares issued upon a stock split) ("New Shares") issued or distributed by Parent in respect of the Escrow Shares that have not been released from the Escrow Fund shall be added to the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)become a part thereof; provided, however, any other dividends or distributions on the Escrow Shares (including on the New Shares) made in cash or property shall be currently distributed to the owners of such shares. The owners of the Escrow Shares shall pay any taxes on such dividends. The parties hereto shall cause each record owner of Escrow Shares to have the ability to direct the voting of that if there number of Escrow Shares contributed to the Escrow Fund on behalf of such shareholder (and on any New Shares) so long as such shares are not sufficient funds held in the Escrow Fund, subject . Parent shall show the Parent Common Stock contributed to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement issued and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)outstanding on its balance sheet.

Escrow Fund. Subject At the Effective Time the Company's shareholders ----------- will be deemed to have received and consented to the limitations set forth deposit with the Escrow Agent (as defined below) of the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) pursuant to an Escrow Agreement on customary terms to be mutually agreed among Parent, the Company and the Escrow Agent (as defined below), without any act required on the part of any shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any shareholder, will be deposited with an escrow agent acceptable to Parent and the Securityholder Agent (as defined in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement 6.2(i)(i) below) as Escrow Agent (an “Indemnification Claim”the "Escrow Agent"), such Indemnitee deposit to ------------ constitute an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each shareholder of the Company shall be required in proportion to first submit the aggregate Parent Common Shares which such Claim Noticeholder would otherwise be entitled under Section 1.6. The Escrow Amount shall be contributed entirely out of the shares of Parent Common Shares issuable upon the Merger in respect of Company Common Stock. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and ---- collectively "Losses") incurred by Parent, its officers, directors, or ------ affiliates (including the Surviving Corporation) directly or indirectly as a result of any dispute inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Schedules), or any failure by the Company to perform or comply with respect any covenant contained herein. Parent and the Company each acknowledge that such Losses, if any, would relate to such indemnification claim shall be resolvedunasserted contingent liabilities existing at the Effective Time, in accordance with which if resolved at the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior Effective Time would have led to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available a reduction in the Escrow Fund, such Indemnitee shall first seek payment aggregate Merger consideration. Parent may not receive any shares from the Escrow Fund based onunless and until Officer's Certificates (as defined in paragraph (e) below) identifying Losses, with respect the aggregate amount of which exceed $100,000, have been delivered to the portion of the Losses attributed to Escrow Agent as provided in paragraph (f). In such Escrowed Holdercase, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in Parent may recover from the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder its Losses in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment excess of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to first $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)100,000.

Escrow Fund. Subject Prior to or simultaneously with the Closing, the ----------- Shareholders' Representative (as defined in Section 9.04) and Parent shall enter into an escrow agreement (the "Escrow Agreement") with an escrow agent selected ---------------- by Parent and reasonably acceptable to the limitations set forth Shareholders' Representative (the "Escrow Agent") substantially in Section 10.2(c)the form of Exhibit B hereto. Pursuant to the ------------ --------- terms of the Escrow Agreement, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”)at the Closing, such Indemnitee Parent shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolveddeposit one or more certificates representing, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreementaggregate, the Escrow Shares, into an escrow account, which account is to be managed by the Escrow Agent (the "Escrow ------- Account"). Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available Any Escrow Shares in the Escrow Account are referred to herein as the ------- "Escrow Fund, ." In connection with such Indemnitee shall first seek payment from deposit of the Escrow Fund based on, Shares with respect to the portion ----------- Escrow Agent and as of the Losses attributed Effective Time, each holder of Company Stock will be deemed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of have received and deposited with the funds Escrow Agent each shareholder's pro rata interest in the Escrow Fund as determined as of Closing by reference to such shareholder's pro rata share of shares Parent Common Stock deliverable at the Closing pursuant to Section 2.01(a)(i) (payable plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to shares constituting the Escrow Fund), without any act of the shareholders of the Company (the "Company ------- Shareholders"). Distributions of any Escrow Shares from the Escrow Fund, based on Account shall ------------ be governed by the same pro rata ratio between cash terms and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in conditions of the Escrow FundAgreement. The adoption of this Agreement and the approval of the Merger by the Company Shareholders shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, subject to the limitations set forth in Section 10.2(c)including, such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaidwithout limitation, the recourse placement of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation the Escrow Shares in escrow and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge appointment of such the Shareholders' Representative. No portion of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund shall be contributed in respect of any Company Options or (Y) directly from other security exercisable or convertible into Company Stock. To the applicable Escrowed Holder. For extent possible, no shares of Parent Common Stock contributed to the avoidance Escrow Fund shall be unvested or subject to any right of doubtrepurchase, notwithstanding the partial payment risk of forfeiture or other condition in favor of the Net Aggregate Consideration Surviving Corporation. To avoid ambiguity with regard to the foregoing sentence, any shares of Parent Common Stock deposited into the Escrow Fund on behalf of the individuals listed in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X Schedule 6.05(b) hereto shall be deemed equal comprised of shares that would otherwise be delivered to $69,200,259, such individuals as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)fully vested shares.

Escrow Fund. Subject (a) Pursuant to Section 2.2(e) of the Merger Agreement, at the Closing, the Emdeon Entities shall deliver to the limitations set forth Escrow Agent (i) a certification in Section 10.2(c), if any Indemnitee seeks the form attached hereto as Exhibit A (the “Equity Escrow Certification”) (which Equity Escrow Certification may be delivered and/or replaced from time to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, time in accordance with the terms of Section 10.2(dhereof) or Section 10.2(eexecuted by the Emdeon Entities and the Members’ Representative evidencing the 758,000 EBS Master Units held in escrow hereunder (which EBS Master Units are uncertificated) of this Agreement. Prior to any such Indemnitee seeking payment directly from any (the “Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (iEBS Master Units”) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect $4,750,000 in cash by wire transfer to an account designated in writing by the Escrow Agent (the “Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentationCash”). Subject to the terms hereof, shallthe Escrowed Cash, in both cases, be, as Escrowed EBS Master Units and the Equity Escrow Certification shall be determined by Parent at its sole discretion, either from (X) deposited with the Escrow Fund or (Y) directly from Agent, with the applicable Escrowed Holder. For Cash held for the avoidance of doubtbenefit of, notwithstanding the partial payment and with beneficial ownership of the Net Aggregate Consideration Escrowed EBS Master Units expressly allocated among, certain Company Members as set forth in Consideration SharesSchedule A attached hereto in accordance with their pro rata interests listed on Schedule A hereto (collectively, the Net Aggregate Consideration for “Escrow Beneficiary Members”). The Escrowed EBS Master Units and Escrowed Cash shall constitute the purpose of this Article X “Escrow Fund” and shall be deemed equal to $69,200,259, as may governed by the terms set forth herein. The Escrow Fund shall be adjusted pursuant to the final Allocation Scheduleavailable, pursuant to the terms and conditions hereof, to satisfy claims of the Agreement and each Consideration Share shall be valued for purposes Emdeon Indemnified Persons pursuant to Article VII of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Merger Agreement.

Escrow Fund. Subject It is acknowledged and agreed that: (i) simultaneously with the execution of this Agreement, Nexus shall issue in the name of the Escrow Agent and deposit into escrow an aggregate of 161,440 shares of Series B Preferred Stock (which stock will be converted to Nexus Common Stock, as contemplated in the Merger Agreement, and thereafter, in the Merger, such stock will be cancelled and automatically converted to Closing Merger Consideration equal to the limitations set forth in Section 10.2(caggregate amount of Five Hundred Thousand Dollars ($500,000)) (together with any other funds received by the Escrow Agent on account of the deposited Series B Preferred Stock, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an the “Indemnification ClaimAurora Escrowed Funds”), such Indemnitee which funds shall be required to first submit such Claim Notice, and any dispute with respect to such secure the indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion obligations of the Losses attributed to such Escrowed Holderpersons identified on Schedule 1 attached hereto (the “Former Aurora Holders”) for the Wako Claim, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) at the CompanyClosing of the Merger, solely Xxxxxx or the Transitory Subsidiary shall deposit with respect the Escrow Agent, by wire transfer of immediately available funds, a portion of the Base Merger Consideration in the aggregate amount of Five Hundred Thousand Dollars ($500,000) (the “Nexus Escrowed Funds”), which funds shall secure the indemnification obligations of the persons identified on Schedule 2 attached hereto (the “Equity Holders”) for the Wako Claim. The property deposited into the escrow established hereunder in accordance with this Section 3(a)(i) and (ii) hereof, with any interest earned thereon, is referred to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, beherein, as shall be determined by Parent at its sole discretion, either from (X) the “Escrow Fund or (Y) directly from the applicable Escrowed HolderFund”. For the avoidance of doubt, notwithstanding the partial payment each of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X Former Aurora Holders are also Equity Holders. The Escrow Fund shall be deemed equal held as a trust fund and shall not be subject to $69,200,259any lien, as may attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Fund shall be adjusted pursuant invested in accordance with Section 5 hereof. The Escrow Agent agrees to hold the final Allocation Schedule, pursuant Escrow Fund in an escrow account subject to the terms and conditions of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agreement.

Escrow Fund. Subject As provided in Section 1.8, promptly ----------- following the Effective Time, Splash shall deposit $1,755,000 with Comerica Bank (or another institution acceptable to Splash and the Shareholders' Agent (as defined in Section 7.2(g) below)), as Escrow Agent (the "Escrow Agent"), cash in ------------ the Escrow Amount, which shall constitute an escrow fund (the "Escrow Fund") to ----------- be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock shall correspond to such shareholder's Proportionate Escrow Interest. The Escrow Fund shall be available to compensate Splash and its affiliates (i) for the payment to Splash of any adjustments to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification Merger Consideration pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) 1.13 of this Agreement. Prior to , and (ii) for any such Indemnitee seeking payment directly from claim, loss, expense, liability or other damage, including reasonable attorneys' fees and disbursements in connection with any Escrowed Holder with respect to such Indemnification Claim action, suit or proceeding, to the extent there are funds available of the amount of such claim, loss, expense, liability or other damage (collectively "Losses") that Splash or any of ------ its affiliates has actually incurred (or, in the Escrow Fund, such Indemnitee shall first seek payment from case of an extension of the Escrow Fund based onPeriod pursuant to Section 7.2(b)(ii), with respect to reasonably anticipates incurring), by reason of (x) the portion breach by the Company of any representation, warranty, covenant or agreement of the Losses attributed to such Escrowed HolderCompany contained herein (including the Disclosure Schedule), such Escrowed Holder’s Indemnity Pro Rata Share or (y) the breach by any of the funds Company Shareholders of any representation, warranty, covenant or agreement contained in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)Company Shareholders' Shareholders Agreements; provided, however, that claims for Losses ----------------- incurred as a result of a breach by a Company Shareholder shall be satisfied out of such shareholder's Proportionate Escrow Interest of the Escrow Fund until such Proportionate Escrow Interest is exhausted, and then shall be satisfied out of the Escrow Fund in accordance with this Agreement. Splash and the Company each acknowledge that such Losses, if there are not sufficient funds any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Escrow Fund, subject aggregate Merger Consideration. Splash shall not be entitled to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of receive any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee disbursement with respect to claims resulting from fraud any Loss under Section 7.2(a)(ii) arising in respect of any individual occurrence or intentional misrepresentation by circumstance unless the amount of the Loss arising in respect of such occurrence or circumstance individually, exceeds a $10,000 deductible level; provided, -------- however, that (i) in the event ------- -37- the aggregate Losses of Splash under Section 7.2(a)(ii) shall exceed $100,000, then Splash shall be entitled to recover from the Escrow Fund the total of its Losses including any Escrowed Holder, solely with respect to amounts below the $10,000 deductible for each such Escrowed Holder who committed such fraud occurrence or intentional misrepresentation circumstance and (ii) the Company, solely with respect foregoing limitation shall not apply to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall any Third Party Expense required to be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted paid pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Section 1.13(b) hereof.

Escrow Fund. Subject At the Effective Time White Amber's Stockholders will be deemed to have received and consented to the limitations set forth in Section 10.2(cdeposit with the Escrow Agent of the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Recruitsoft after the Effective Time), if without any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement act required on the part of any stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any stockholder, will be deposited with U.S. Bank, N.A. as Escrow Agent (an “Indemnification Claim”the "ESCROW AGENT"), such Indemnitee deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein and at Recruitsoft's cost and expense. The portion of the Escrow Amount contributed on behalf of each Xxxxx Xxxxx Stockholder shall be required as set forth on Schedule 6.2 hereof. The Escrow Amount shall be contributed entirely out of the shares of Series D Preferred Stock issuable upon the Merger in respect of Xxxxx Xxxxx Capital Stock. The Escrow Fund is available to first submit such Claim Noticecompensate Recruitsoft and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by Recruitsoft, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any dispute inaccuracy or breach of a representation or warranty of Xxxxx Xxxxx contained in ARTICLE II herein, (ii) any failure by Xxxxx Xxxxx to perform or comply with any covenant contained herein, (iii) any third party claims alleging that Xxxxx Xxxxx does not own all intellectual property in and to the work product referenced in Schedule 2.11(d), (iv) any claim by Micro Notes Consultants, Inc. ("MICRO NOTES") that Xxxxx Xxxxx does not own all intellectual property in and to the work product or otherwise have sufficient rights with respect to such indemnification any other deliverables created by Micro Notes for Xxxxx Xxxxx or (v) any claim shall be resolved, by Xxx Xxxxxxx alleging that Xxxxx Xxxxx has any liability to Xx. Xxxxxxx in accordance repect of taxes owed by him in connection with the terms of Section 10.2(dthat certain payment made to Xx. Xxxxxxx as described on Schedules 2.8(b)(ix) or Section 10.2(eand 2.20(i) of this Agreementthe Xxxxx Xxxxx Schedules. Prior Recruitsoft and Xxxxx Xxxxx each acknowledge that such Losses, if any, would relate to any such Indemnitee seeking payment directly from any Escrowed Holder with respect unasserted contingent liabilities existing at the Effective Time, which if resolved at the Effective Time would have led to such Indemnification Claim to the extent there are funds available a reduction in the Escrow Fund, such Indemnitee shall first seek payment aggregate Merger Consideration. Recruitsoft may not receive any shares from the Escrow Fund based onunless and until Officer's Certificates (as defined in Section 6.2(d)) identifying Losses, with respect the aggregate amount of which exceed $50,000 have been delivered to the portion of the Losses attributed to Escrow Agent as provided in paragraph (e); in such Escrowed Holdercase, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in Recruitsoft may recover from the Escrow Fund (payable from only its Losses in excess of $50,000. The liability of the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee Xxxxx Xxxxx Stockholders shall be permitted several but not joint. Recruitsoft shall not be entitled to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent any recourse against Xxxxx Xxxxx for Losses other than by way of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund except for fraud, bad faith, misrepresentation or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)willful misconduct.

Escrow Fund. Subject At the Effective Time the shareholders of the ----------- Company will be deemed to have received and deposited with the limitations set forth Escrow Agent (as defined below) the Escrow Amount without any act of any shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any shareholder, will be deposited with Chase Trust Company of California, (or other institution acceptable to Parent and the Shareholder Representative (as defined in Section 10.2(c7.2(g) below), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement ) as Escrow Agent (an “Indemnification Claim”the "Escrow Agent"), such Indemnitee deposit to ------------ constitute an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each shareholder of the Company shall be required in proportion to first submit the aggregate portion of the Merger Consideration to which such Claim Noticeholder would otherwise be entitled under Section 1.6(a). The Escrow Fund shall be available to compensate Parent, Sub, and its affiliates for any dispute claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, Sub, its ---- ------ officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (as modified by the Company Disclosure Schedule), or (ii) any failure by the Company to perform or comply with respect any covenant contained herein or (iii) any breach of any Shareholder Certificate. Parent, Sub, and the Company each acknowledge that such Losses, if any, would relate to such indemnification claim shall be resolvedunresolved contingencies existing at the Effective Time, in accordance with which if resolved at the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior Effective Time would have led to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available a reduction in the Escrow Fundaggregate Merger Consideration. Subject to Section 8.3 below, such Indemnitee nothing herein shall first seek payment limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund based on, with respect unless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses in excess of $25,000 have been delivered to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds Escrow Agent as provided in the Escrow Fund paragraph (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Scheduled); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely Losses with respect to such Escrowed Holder who committed such fraud failure to comply with Section 5.12 or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge breaches of such of Company’s fraud Section 2.10 or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares2.21(a), the Net Aggregate Consideration for the purpose of this Article X aforementioned $25,000 threshold shall not be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued applicable for purposes of indemnification and this Article X as claims of Losses against the value Escrow Amount. No shareholders of such share at the Closing, i.e., $ 430.41 (Company shall have any right to contribution from the “Agreed Value”). (c)Company with respect to any Loss or Losses claimed by Parent after the Effective Time.

Escrow Fund. Subject Immediately prior to the limitations Effective Time, Parent shall deposit or cause to be deposited with the Escrow Agent (as defined in Section 5.2), in trust, $30 million in immediately available funds (such amount, as it may be decreased from time to time pursuant to the Escrow Agreement and together with interest accrued thereon as provided in the Escrow Agreement, being herein referred to as the "ESCROW FUND"). At the Effective Time, the Company and the Stockholders' Representative (as defined in Section 9.5) shall deliver to Parent and the Escrow Agent for inclusion as Schedule 1 to the Escrow Agreement a schedule of all holders of Shares immediately prior to the Effective Time, the fractional interest in the Escrow Fund to which each such holder would be entitled pursuant to clause (ii) of Section 1.6(a) (assuming such holder does not pursue its dissenter's rights as set forth in Section 10.2(c)1.8 and surrenders all certificates representing its Shares) (as to such holder, the "ESCROW PERCENTAGE") and the portion of such Escrow Percentage, if any, which is to remain contingent upon such holder surrendering certificates representing Shares or complying with the procedures set forth in Section 1.9(e). All matters relating to the Escrow Fund, to the extent not referred to in this Agreement, shall be governed by the Escrow Agreement, PROVIDED, HOWEVER, that, in the event of any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to conflict between the terms of this Agreement (an “Indemnification Claim”)and the Escrow Agreement, such Indemnitee the terms of this Agreement shall be required to first submit such Claim Noticecontrolling. The Escrow Agent shall hold, invest, reinvest and any dispute with respect to such indemnification claim shall be resolved, disburse the Escrow Fund in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Escrow Agreement. Prior to The Escrow Fund shall not be used for any such Indemnitee seeking payment directly from other purpose. The right of any Escrowed Holder with respect to such Indemnification Claim person who was a holder of Shares immediately prior to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek Effective Time to receive any payment from the Escrow Fund based onshall not be transferable or assignable in any manner whatsoever except by order of a court of competent jurisdiction, with respect to by will or by the portion laws of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)intestate succession.

Escrow Fund. Subject Simultaneously with the execution of this Agreement, Distributed Energy shall deposit with the Escrow Agent (i) by wire transfer or delivery of a check of Distributed Energy payable to the limitations set forth Escrow Agent, the sum of $2,854,581.80, (ii) a certificate for 210,601 shares of common stock of Distributed Energy and (iii) a Warrant representing warrants to purchase 412,237 shares of Distributed Energy Common Stock, such shares and Warrant to be issued in Section 10.2(c)the name of Escrow Agent or its nominee, if any Indemnitee seeks to assert a Claim Notice for indemnification as determined pursuant to this Agreement (an “Indemnification Claim”)Section 2.4 of the Merger Agreement. The Escrow Agent hereby acknowledges receipt of such sum, such Indemnitee stock certificate and such Warrants. Such sum, together with any further sums deposited by Distributed Energy pursuant to the final sentence of Section 2.1(c) of the Merger Agreement and any interest earned thereon, are referred to herein as the “Escrow Cash.” Such shares, together with any further shares deposited by Distributed Energy pursuant to the final sentence of Section 2.1(a) of the Merger Agreement are referred to herein as the “Escrow Shares.” Such Warrants are referred to herein as the “Escrow Warrants.” The Escrow Cash, the Escrow Shares and Escrow Warrants are referred to herein as the “Escrow Fund.” The Escrow Fund shall be required held as a trust fund and shall not be subject to first submit such Claim Noticeany lien, and attachment, trustee process or any dispute with respect to such indemnification claim other judicial process of any creditor of any party hereto. The Escrow Cash shall be resolved, invested in accordance with Section 5. The Escrow Agent agrees to hold the Escrow Fund in an escrow account subject to the terms of Section 10.2(d) or Section 10.2(e) and conditions of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim The Escrow Cash, Escrow Shares and Escrow Warrants shall be initially attributed to the extent there are funds available in Indemnifying Securityholders as set forth on Attachment A. Thereafter, such apportionment shall be adjusted upon any event affecting the Escrow Fund, such Indemnitee shall first seek including without limitation the payment from of interest on Escrow Cash, the sale of Escrow Fund based onShares upon the request of an Indemnifying Securityholder as provided below, with respect to the portion exercise of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share an Escrow Warrant as provided below or payment of the funds in a claim on the Escrow Fund (payable from although the Responsibility Percentages shall not be so adjusted). For example, if an Indemnifying Securityholder directs the Escrow Fund, based on the same pro rata ratio between cash and Consideration Agent to sell Escrow Shares applicable attributable to such Escrowed Holder in accordance with the Allocation Schedule); providedIndemnifying Securityholder, however, that if there are not sufficient funds in the Escrow FundShares attributable to such Indemnifying Securityholder shall be reduced and the Escrow Cash attributable to such Indemnifying Securityholder shall be increased. At any time Escrow Shares are attributed to an Indemnifying Securityholder, subject such Indemnifying Securityholder may cause the Escrow Agent to sell any or all of the Escrow Shares attributed to it as set forth on Attachment A hereto by notice of such election to the limitations Escrow Agent. The proceeds from any such sale shall become Escrow Cash attributable to such Indemnifying Securityholder. No such sale of Escrow Shares attributed to an Indemnifying Securityholder shall change the Responsibility Percentages set forth in Section 10.2(c)on Attachment A. At any time Escrow Warrants are attributed to an Indemnifying Securityholder, such Indemnitee shall be permitted Indemnifying Securityholder may cause the Escrow Agent to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation exercise such Escrow Warrants by providing (i) any Escrowed Holdernotice of such election to the Escrow Agent, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) sufficient instructions in such notice regarding the Companydesired exercise for the Escrow Agent to complete the exercise, solely with respect and (iii) if the exercise is not a cashless exercise, cash equal to the aggregate exercise price of the Warrants being exercised (which may be paid either to the Escrow Agent for remittance to the Distributed Energy upon exercise of the Warrants or directly to the Distributed Energy, in which case the Distributed Energy shall provide prompt notice the Escrow Agent upon receipt of such cash). The shares of Distributed Energy common stock acquired upon exercise of any such Escrow Warrant shall become Escrow Shares attributable to such Indemnifying Securityholder. No such exercise of Escrow Warrants attributed to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as Indemnifying Securityholder shall be determined by Parent at its sole discretion, either from (X) change the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Responsibility Percentages set forth on Attachment A.

Escrow Fund. Subject Prior to the limitations Effective Time, Teletrac shall issue and deliver or cause to be delivered, directly to an escrow agent to be selected by the parties prior to the Effective Time (the "ESCROW AGENT"), a certificate representing 1,505,712 shares of Teletrac Common Stock in respect of the Disputed Claims, less such number of shares of Teletrac Common Stock as may have been distributed after the date hereof and before the Effective Time in respect of Disputed Claims which have been finally resolved, as provided by the Plan (the shares of Teletrac Common Stock so issued and delivered to the Escrow Agent being the "ESCROWED SHARES"). Upon compliance by the Escrow Agent with the provisions of Section 2.4 hereof, Trafficmaster shall pay or cause to be paid to the Escrow Agent the Initial Cash Consideration payable in respect of the Escrowed Shares (the "ESCROW AMOUNT"), which shall be held by the Escrow Agent pursuant to the terms set forth in Section 10.2(c)herein and an escrow agreement to be entered into by and among Trafficmaster, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”)Teletrac, such Indemnitee shall be required to first submit such Claim Noticethe Escrow Agent, and any dispute with respect to such indemnification claim other parties which Trafficmaster, Teletrac and the Escrow Agent shall be resolvedagree, in accordance a form to be agreed to by such parties which shall not be inconsistent with the terms Plan (the "ESCROW AGREEMENT") and released (together with interest actually earned thereon) upon final resolution of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification each Disputed Claim in proportion to the extent there number of Escrowed Shares allocable thereto. If any Disputed Claims are funds available in not resolved prior to the Escrow Funddelivery by Trafficmaster of any Earn-Out Amount, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of such Earn-Out Amount allocable to the Losses attributed Escrowed Shares shall be delivered to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash Agent and Consideration Shares applicable to such Escrowed Holder held in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, escrow fund pursuant to the terms of the Agreement and each Consideration Share Escrow Agreement. If any Disputed Claims are resolved prior to the delivery by Trafficmaster of any Earn-Out Amount, the portion of such Earn-Out Amount allocable to the Escrowed Shares shall be valued for purposes paid by Trafficmaster in accordance with the provisions of indemnification the Bankruptcy Court approving the resolution of the Disputed Claims. Until all Disputed Claims are finally resolved as provided in the Plan and this Article X as to the value of extent that the Surviving Corporation retains decision making authority with respect to such share at Disputed Claims, the ClosingSurviving Corporation agrees to use commercially reasonable efforts to prosecute, i.e., $ 430.41 (the “Agreed Value”). (c)defend against and/or settle such Disputed Claims in good faith.

Escrow Fund. Subject to PNC Bank, National Association, or another Person selected by Acquiror, shall serve as the limitations set forth escrow agent in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification connection with the Merger (the “Escrow Agent”) pursuant to this an Escrow Agreement in substantially the form attached hereto as Exhibit J (an the “Indemnification ClaimEscrow Agreement”), which will be entered into at the Closing. At the Closing, (a) Acquiror shall retain and holdback an amount in cash equal to each Indemnifying Party’s Pro Rata Portion of the Escrow Amount from the cash consideration otherwise payable to such Indemnitee Person at the Closing pursuant to Section 1.3(b) and Section 1.3(e)(i), and (b) Acquiror shall deposit, or cause to be deposited, with the Escrow Agent such Escrow Amount into an account designated by the Escrow Agent in a written notice delivered to Acquiror at least two (2) Business Days prior to the Closing Date (the Escrow Amount in such account, together with any dividends and income earned on thereon, as may be reduced from time to time, the “Escrow Fund”), and, upon such deposit, Acquiror shall be required deemed to first submit such Claim Notice, and any dispute with respect have contributed to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from on behalf of each Indemnifying Party, his, her, or its Pro Rata Portion of the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Amount. The Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted available to seek indemnification directly from compensate the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holderrecovery under Section 2.4 and Article IX and, solely with respect to each Indemnified Party’s Pro Rata Portion of the Escrow Fund, recovery under such Escrowed Indemnified Party’s Holder who committed such fraud or intentional misrepresentation Support Agreement, and (ii) shall be distributed in accordance the Company, solely with respect to an Escrowed Holder who had actual knowledge terms and conditions of such of Company’s fraud or intentional misrepresentation, shall, in both cases, bethis Agreement and the Escrow Agreement and, as applicable, the Holder Support Agreements. The parties hereto agree that Acquiror shall be determined by Parent at its sole discretion, either from (X) treated as the owner of the cash in the Escrow Fund for all Tax purposes until such funds are disbursed pursuant to this Agreement and the Escrow Agreement and that all interest on or (Y) directly other taxable income, if any, earned from the applicable Escrowed Holder. For investment of such cash in the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted Escrow Fund pursuant to the final Allocation Schedule, pursuant to the terms of the Escrow Agreement and each Consideration Share shall be valued treated for Tax purposes as reportable income of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Acquiror.

Escrow Fund. Subject to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement The Escrow Amount (an “Indemnification Claim”), such Indemnitee i) shall be required held in an account of the Escrow Agent, to first submit such Claim Noticebe established and maintained by the Escrow Agent, and (ii) as adjusted from time to time, together with any dispute with respect to such indemnification claim interest thereon, shall be resolved, referred to as the “Escrow Fund”. The Escrow Agent shall release the Escrow Fund in accordance with the terms of Section 10.2(dthe Escrow Agreement. The Sellers’ Representative (acting solely on behalf of the Sellers and in its capacity as the Sellers’ Representative, not in its individual capacity) and the Purchaser each agrees to reimburse the Escrow Agent (or Section 10.2(eeach other in the event that either has already paid amounts to the Escrow Agent) for fifty percent (50%) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim amounts that become due to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, Agent pursuant to the terms of the Agreement Escrow Agreement; provided that the foregoing provision allocating liability fifty percent (50%) to the Purchaser and each Consideration Share fifty percent (50%) to the Sellers’ Representative (acting solely on behalf of the Sellers) may not be relied upon: (i) by the Purchaser where the liability to the Escrow Agent has resulted from the Purchaser’s fraud, gross negligence or willful misconduct, in which case the Sellers’ Representative shall be valued for purposes entitled to seek reimbursement from the Purchaser to the extent the Sellers’ Representative (acting solely on behalf of indemnification and this Article X as the value of such share at Sellers) has paid to the ClosingEscrow Agent any amounts in connection therewith; or (ii) by the Sellers’ Representative where the liability to the Escrow Agent has resulted from the Sellers’ Representative’s or any Seller’s fraud, i.e.gross negligence or willful misconduct, $ 430.41 (in which case the “Agreed Value”). (c)Purchaser shall be entitled to seek reimbursement from the Sellers to the extent the Purchaser has paid to the Escrow Agent any amounts in connection therewith.

Escrow Fund. Subject Prior to or simultaneously with the limitations set forth in Section 10.2(c)Closing, if any Indemnitee seeks to assert the Stockholders’ Representative and Parent shall enter into an escrow agreement (the “Escrow Agreement”) with a Claim Notice for indemnification pursuant to this Agreement nationally chartered bank or trust company with assets of not less than Five Billion Dollars (an $5 Billion) selected by Parent (the “Indemnification ClaimEscrow Agent”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available substantially in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion form of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfallExhibit D hereto. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant Pursuant to the terms of the Agreement Escrow Agreement, Parent shall deposit the Escrow Cash into an escrow account and each Consideration Share shall into a separate escrow account the Expense Reserve, which account is to be valued for purposes of indemnification and this Article X as managed by the value of such share at the Closing, i.e., $ 430.41 Escrow Agent (the “Agreed ValueEscrow Account”). Any Escrow Cash in the Escrow Account are referred to herein as the “Escrow Fund.” The amount of cash that otherwise would be paid to each holder of Company Stock at Closing pursuant to at Closing pursuant to Section 2.01(a)(i), and the amount of cash that otherwise would have been paid to each holder of a Company Option pursuant to Section 2.04, shall be reduced by such holder’s percentage interest in the Escrow Cash. Each such holder’s percentage interest in the Escrow Cash shall be equal to the quotient obtained by dividing (c)i) the shares of Company Common Stock included with respect to such holder in the definition of “Fully Diluted Common Shares Amount” plus the True Source Stock by (ii) the difference between (A) the total number of shares included in the definition of “Fully Diluted Common Shares Amount” plus the True Source Stock and (B) the total number of Dissenting Shares. Distributions of any Escrow Cash from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the placement of the Escrow Cash in escrow and the appointment of the Stockholders’ Representative.

Escrow Fund. Subject As security for the indemnity provided for in this Article 8 and by virtue of this Agreement, the Parent will deposit with the Escrow Agent the Escrow Amount without any act of any Stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Stockholder, will be deposited with the Escrow Agent (or other institution acceptable to Parent and the Stockholder Representative (as defined in this Article 8)), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The Escrow Agent may execute this Agreement following the date hereof, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Stockholder shall be in proportion to the limitations Merger Consideration contributed at the Closing to which such holder would otherwise be entitled under Section 2.02. The Stockholders shall indemnify and hold Parent and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement, (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement, (iii) the Company's commitments and liabilities in accordance with Generally Accepted Accounting Principles ("GAAP") at the date hereof being in excess of the amount set forth in Schedule A (such excess commitments and liabilities can be offset by a corresponding asset recordable under GAAP, (iv) any action, suit or proceeding which is pending or threatened against the Company as of the Effective Time, (v) any liabilities of the Company for Taxes attributable to a Pre- Closing Tax Period ending prior to the Closing Date which are not reserved for on Schedule A, (vi) any payments in respect of Dissenting Shares that are recoverable pursuant to Section 10.2(c2.04(c) (which shall include Parent's reasonable legal and other fees incurred in connection with any appraisal proceeding), if or (vii) any Indemnitee seeks License Fee Make Whole which arises after the Closing Date. No Stockholder shall have any right to assert a Claim Notice contribution from the Company for indemnification pursuant any claim made by Parent after the Effective Time. Notwithstanding anything in the preceding language to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Noticethe contrary, and any dispute with respect subject to such indemnification claim shall be resolved, the procedures set forth in accordance with the terms of Section 10.2(dparagraphs (e) or Section 10.2(eand (f) of this Agreement. Prior to Section 8.02, Parent may not receive any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in of the Escrow Fund, such Indemnitee shall first seek payment Amount from the Escrow Fund based onunless and until Officer's Certificates (as defined in paragraph (e) below) identifying Losses, with respect which in the aggregate exceed $100,000 (the "Basket Amount"), have been delivered to the portion of Escrow Agent as provided in paragraph (e) below in which case Parent shall be entitled to recover all Losses including the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)Basket Amount; provided, however, that if there are any Loss pursuant to Sections 2.04(c) hereof shall be recoverable from the first dollar and not sufficient funds in the Escrow Fund, subject to the limitations set forth Basket Amount nor shall it be included in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from calculating whether the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Basket Amount has otherwise been exceeded.

Escrow Fund. Subject When making payments of cash to the limitations set forth Company Shareholders in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice exchange for indemnification their shares of Company Common Stock pursuant to this Agreement Sections 2.01 and 2.02, Parent shall withhold an aggregate of Five Million Dollars (an $5,000,000) in cash (the “Indemnification ClaimEscrow Cash”), and at the Closing Parent shall deliver such Indemnitee Escrow Cash to SunTrust Bank as escrow agent (the “Escrow Agent”). The Escrow Cash shall be required held pursuant to first submit such Claim Notice, the provisions of an escrow agreement substantially in the form of Exhibit 2.03(a) (the “Escrow Agreement”) to be executed at Closing. Parent shall withhold the Escrow Cash by reducing the amount of cash otherwise payable to each Company Shareholder pursuant to Sections 2.01 and any dispute with respect 2.02 by an amount equal to such indemnification claim Company Shareholder’s Pro Rata Portion of the Escrow Cash. The Escrow Cash shall be resolved, delivered to the Company Shareholders only in accordance with the terms of Section 10.2(dthe Escrow Agreement and this Merger Agreement. The Escrow Cash together with any interest earned on the Escrow Cash shall be held as an escrow fund (the “Escrow Fund”) or Section 10.2(e) by the Escrow Agent pursuant to the terms of the Escrow Agreement to provide a source of payment, pursuant to the terms of this Merger Agreement and the Escrow Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim , of amounts, if any, owing to the extent there Parent Indemnified Persons under Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (if any). In the event that the Merger and this Merger Agreement are funds available in approved by the Escrow Fundrequisite vote of the Company Shareholders pursuant to the VSCA, such Indemnitee shall first seek payment from then all Company Shareholders shall, without any further act of any Company Shareholder, be deemed to have consented to and approved (i) the establishment of the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds be used as provided in this Merger Agreement and the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable Agreement to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent provide a source of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedulepayment, pursuant to the terms of the Escrow Agreement and each Consideration Share shall be valued this Merger Agreement, for purposes amounts, if any, owing to Parent Indemnified Persons under Section 9.02 and the reimbursement to Parent of indemnification amounts owed Parent under Section 5.11 (if any), and this Article X (ii) the appointment of the Shareholders’ Representative as the value representative under the Escrow Agreement of the Company Shareholders and as the attorney-in-fact and agent for and on behalf of each such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Company Shareholder.

Escrow Fund. Subject As soon as practicable after the Closing, that number of Exchangeable Shares comprising the Escrow Amount will be deposited by the Surviving Corporation, without any act of any Holder in Escrow, with Bank of Montreal Trust Company (or another institution acceptable to BackWeb Parent and the limitations set forth Agent (as defined in Section 10.2(c7.2(f) below), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement ) as Escrow Agent (an “Indemnification Claim”the "Escrow Agent"), such Indemnitee deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The Escrow Amount contributed on behalf of any Holder in Escrow shall be required a fraction of the total Escrow Amount equal to first submit such Claim NoticeHolder's Proportional Escrow Amount, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly deducted from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed Amalgamation Consideration to which such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share holder of Lanacom Common Shares would otherwise be entitled to receive pursuant to Section 1.5. A list of the funds respective Escrow Amounts contributed by the Holders shall be provided to the Escrow Agent. The Escrow Amount deposited in the Escrow Fund (payable from shall be used effectively to reduce the Escrow Fund, based on the same pro rata ratio between cash and Amalgamation Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fundevent of (y) a reduction required pursuant to Section 1.7 of this Agreement and (z) any claim, subject to the limitations set forth in Section 10.2(c)loss, such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holdersexpense, based on each Escrowed Holder’s Indemnity Pro Rata Shareliability or other damage, including reasonable attorneys' fees, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively with any shortfall. Notwithstanding the aforesaidamounts payable pursuant to Section 1.7, the recourse "Losses") that BackWeb Parent or any of an Indemnitee with respect to claims resulting from fraud its affiliates have incurred by reason of the breach by Lanacom of any representation, warranty, covenant or intentional misrepresentation by (i) any Escrowed Holderagreement of Lanacom contained in this Agreement. BackWeb Parent, solely with respect to Lanacom and the Agent each acknowledge that such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the CompanyLosses, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentationif any, shall, in both cases, be, as shall be determined by Parent deemed to relate to unresolved contingencies existing at its sole discretionthe Closing Date which, either if resolved at the Closing Date, would have led to a reduction in the Amalgamation Consideration. Nothing herein shall limit the liability of Lanacom, the Founder or any holder of Lanacom Common Shares for any breach of any covenant, or any willful breach of any representation or warranty, if the Amalgamation does not close. In addition, notwithstanding the foregoing, the Surviving Corporation shall not be entitled to receive any Escrow Amounts from (X) the Escrow Fund or unless and until Officer's Certificates (Yas defined in paragraph (d) directly from below) identifying Losses, the applicable Escrowed Holder. For aggregate amount of which exceed an aggregate US_______ deductible amount, have been delivered to the avoidance of doubtEscrow Agent as provided in paragraph (d); in such case the Escrow Agent shall deliver to the Surviving Corporation for cancellation for no consideration, notwithstanding the partial payment and in full satisfaction of the Net Aggregate Consideration aggregate claims of BackWeb Parent (or its affiliates) the number of Exchangeable Shares remaining in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as Escrow Fund having an aggregate value (based on the value of the Exchangeable Shares on the Closing Date of US_____ per share) equal to one-third of the aggregate amount of such share at Losses (reflecting the Closing, i.e., $ 430.41 (parties' agreement that one-third of the “Agreed Value”). (c)risk of such event shall be borne by the shareholders of Lanacom and two-thirds of the risk shall be borne by BackWeb Parent) minus the one time aggregate deductible amount of US_______.

Escrow Fund. Subject As soon as practicable after the Effective Time, ----------- Acquiror shall deposit with the Escrow Agent: 41,554.8373 shares of Acquiror Common Stock registered in the name of Escrow Agent, which is equal to fifteen percent (15%) of the limitations set forth shares of Acquiror Common Stock that each Target Stockholder is entitled to receive in Section 10.2(c)the Merger, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Section 1.6(a) of the Merger Agreement (an “Indemnification Claim”the "Initial Escrow Shares"). In addition, such Indemnitee from time to --------------------- time thereafter, Acquiror shall be required deposit with Escrow Agent additional shares of Acquiror Common Stock or other equity securities issued or distributed by Acquiror (including shares issued upon a stock split) in respect of the Initial Escrow Shares (the "New Shares" and, together with the Initial Escrow Shares, ---------- the "Escrow Shares") subject to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with Section 6.6 of the terms of Section 10.2(d) or Section 10.2(e) of this Merger ------------- Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the When and if cash dividends on Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds Shares in the Escrow Fund (payable from the "Escrow Cash") shall be declared and paid, they shall be retained in escrow ----------- pending final distribution of the Escrow Fund and will not be immediately distributed to the beneficial owners of the Escrow Shares. Such dividends will become part of the Escrow Fund and will be available to satisfy Damages. The beneficial owners of the Escrow Shares shall pay any taxes on such dividends. The Escrow Shares and the Escrow Cash are referred to herein as the "Escrow ------ Fund." Exhibit A hereto sets forth the name of each Target Stockholder and the ---- --------- number of Escrow Shares contributed to the Escrow Fund on behalf of each such Target Stockholder pursuant to Section 6.2 of the Merger Agreement. The value of the Escrow Shares, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder as determined in accordance with Section 4(c)(iii) below, contributed by each Target Stockholder divided by the Allocation Schedule); providedaggregate value of the Escrow Shares, howeveras determined in accordance with Section 4(c)(iii) below, that if there are not sufficient funds contributed by all Target Stockholders to the Escrow Fund shall be each such Target Stockholder's "proportionate interest" in the Escrow FundShares. The Escrow ---------------------- Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Escrow Agent agrees to accept delivery of the Escrow Fund and to hold such Escrow Fund in escrow subject to the limitations set forth in terms and conditions of this Agreement and Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment 6 of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Merger Agreement.

Escrow Fund. Subject As soon as practicable after the Closing Date, Buyer ----------- shall deposit with the Escrow Agent a certificate representing 70,000 shares of Buyer's Series B-1 Preferred Stock registered in the name of Xxxxxx Trust Company of California as Escrow Agent, (the "Escrow Shares" and, as so ------------- deposited, the "Escrow Fund"). Exhibit A hereto sets forth the name and address ----------- --------- of each Seller Stockholder and the number of Escrow Shares contributed to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification * Material has been omitted pursuant to this Agreement (an “Indemnification Claim”)a request for confidential treatment, and such Indemnitee material has been filed separately with the SEC. Escrow Fund on behalf of each such Seller Stockholder pursuant to Section 9 of the Purchase Agreement. The number of Escrow Shares contributed on behalf of each Seller Stockholder divided by the total amount of Escrow Shares contributed by all Seller Stockholders to the Escrow Fund shall be required to first submit each such Claim Notice, and any dispute with respect to such indemnification claim Seller Stockholder's "proportionate interest" in the Escrow Shares. The Escrow Fund ---------------------- shall be resolvedheld as an escrow fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Escrow Agent agrees to accept delivery of the Escrow Fund and to hold such Escrow Fund in accordance with escrow subject to the terms of Section 10.2(d) or Section 10.2(e) and conditions of this Agreement. Prior Attached hereto as Exhibit B are the names, titles and specimen --------- signatures of each of the persons who are authorized on behalf of Buyer, Seller and Seller's Representative to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim execute and deliver written notices and instructions to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agent.

Escrow Fund. Subject to As security for the limitations indemnity obligations set forth in Section 10.2(c)this Agreement, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to and by virtue of this Agreement and the Agreement of Merger, the Shareholders will be deemed to have received and deposited with the Escrow Agent (an “Indemnification Claim”as defined below) the Escrow Amount, without any act of any of the Shareholders. The Escrow Amount shall be deducted from the shares of Parent Common Stock to be received by Shareholders under this Agreement. The Escrow Fund shall be available to compensate the Indemnified Parties, or any one of them, for any claims by such Indemnified Parties for any Losses suffered or incurred by them. As soon as practicable after the Effective Time, the Escrow Amount, without any act of the Shareholders, will be deposited with [________________], as Escrow Agent hereunder, or another institution acceptable to Parent and the Shareholder Representative (as defined in Section 7.4 hereof), such Indemnitee shall deposit of the Escrow Amount to constitute an escrow fund (the "Escrow Fund") to be required governed by the terms set forth herein. The Escrow Agent may execute this Agreement following the date hereof and prior to first submit such Claim Noticethe Closing, and any dispute with respect to such indemnification claim later execution, if so executed after the date hereof, shall be resolved, in accordance with not affect the terms of Section 10.2(d) or Section 10.2(e) binding nature of this AgreementAgreement as of the date hereof between the other signatories hereto. Prior to Parent may not receive any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment proceeds from the Escrow Fund based onunless and until an Officer's Certificate(s) (as defined in Section 7.3(d) hereof) identifying Losses in excess of $100,000 (the "Basket Amount") has or have been delivered to the Escrow Agent as provided in Section 7.3(d) hereof, in which case Parent shall be entitled to recover all Losses. Notwithstanding the foregoing, Parent shall be entitled to receive payments out of the Escrow Fund for, and the Basket Amount shall not apply as a threshold to, any and all claim or payments with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with amounts in excess of the Total Merger Consideration required to be paid to holders of Company Capital Stock in respect of their exercise of dissenter's rights pursuant to such Escrowed Holder who committed such fraud or intentional misrepresentation Section 1.11 hereof and (ii) which did not cause a reduction in the Company, solely with respect to an Escrowed Holder who had actual knowledge calculation of such of Company’s Total Merger Consideration on the Closing Date. Absent fraud or intentional misrepresentation, shallfrom and after the Closing, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) recourse of the Indemnified Parties to the Escrow Fund or (Y) directly from shall be the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment sole and exclusive remedy of the Net Aggregate Consideration Indemnified Parties for any losses out of any breach or inaccuracy in Consideration Sharesany Representation, the Net Aggregate Consideration for the purpose of warranty covenant or agreement contained in this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Agreement.

Escrow Fund. Subject As soon as practicable after the Effective Time, shares of ISSI Common Stock which comprise the Escrow Amount, without any act of any Nexcom shareholder, will be deposited with an escrow agent selected by ISSI (which shall be reasonably acceptable to Nexcom) as Escrow Agent (the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”"ESCROW AGENT"), such Indemnitee deposit to constitute an escrow fund (the "ESCROW FUND") to be governed by the terms set forth herein and at a cost and expense to be borne by ISSI. The portion of the Escrow Amount contributed on behalf of each holder of Nexcom Common Stock shall be required in proportion to first submit the aggregate Merger Consideration which such Claim Noticeholder would otherwise be entitled under Section 3.1. The Escrow Agent shall not be responsible for confirming that the shares contributed to the Escrow Fund comprise the Escrow Amount or that the portion contributed on behalf of each holder of Nexcom Common Stock is in the proper proportion, which determination shall be made by ISSI. The Escrow Fund shall be available to compensate ISSI and its Affiliates for any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses in connection with any dispute with respect to such indemnification claim shall be resolvedaction, in accordance with the terms of Section 10.2(d) suit or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim proceeding to the extent there are funds available of the amount of such actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses or fees (collectively "LOSSES") that ISSI or any of its Affiliates has incurred by reason of the breach by Nexcom or the Majority Shareholders of any representation, warranty, covenant or agreement of Nexcom or either of the Majority Shareholders contained herein, or by reason of any misrepresentation by Nexcom or either of the Majority Shareholders made herein; ISSI, Nexcom and the Majority Shareholders each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Escrow Fund, such Indemnitee shall first seek payment from aggregate Merger Consideration. Resort to the Escrow Fund based onshall be the exclusive contractual remedy of ISSI and its Affiliates against Nexcom or any of its directors, with respect to the portion officers, representatives, agents or shareholders or either of the Losses attributed to Majority Shareholders for any such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of breaches and misrepresentations if the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)Merger does close; provided, however, that if there are not sufficient funds in the Escrow Fundnothing herein shall limit any remedy for fraud. In addition, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)notwithstanding

Escrow Fund. Subject At the Effective Time the Company's stockholders ----------- will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any stockholder, will be deposited with U.S. Bank Trust NA (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 7.2(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund ------------ (the "Escrow Fund") to be governed by the terms set forth herein and at Parent's ----------- cost and expense. The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the limitations aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). No portion of the Escrow Amount shall be contributed in respect of any Company Options or warrants. The Escrow Fund shall be available to compensate Parent and its affiliates for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively ---- "Losses") incurred by Parent, its officers, directors, or affiliates (including ------ the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or any contained in Article II herein (as modified by the Company Schedules), (ii) any failure by the Company to perform or comply with any covenant contained herein, (iii) the payment of $500,000 in connection with the obligation of the Company set forth in Section 10.2(c)Schedule 2.19, if any Indemnitee seeks to assert which payment shall be deemed a Claim Notice "Loss" for indemnification pursuant to purposes of this Agreement (an “Indemnification Claim”), such Indemnitee shall be required the "Fee Payment") or (iv) the payment by the Parent of cash to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, Imperial Bank in accordance connection with the terms exercise of Section 10.2(d) or Section 10.2(e) of this Agreementthe put right contained in that certain Warrant dated June 27, 1997 (the "Warrant Payment"). Prior to Parent may not receive any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment shares from the Escrow Fund based onunless and until Officer's Certificates (as defined in paragraph (d) below) identifying Losses, with respect the aggregate amount of which exceed $75,000, have been delivered to the portion of the Losses attributed Escrow Agent as provided in paragraph (e) and such amount is determined pursuant to this Article VII to be payable; in such Escrowed Holdercase, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in Parent may recover shares from the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable equal in value to such Escrowed Holder in accordance with the Allocation Schedule)all indemnified Losses; provided, however, that if there are not sufficient funds in connection with the Escrow Fund----------------- Fee Payment, subject to the limitations set forth in Section 10.2(c), such Indemnitee Parent shall be permitted to seek indemnification directly receive shares from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or immediately following the Closing in an amount equal to the Fee Payment and/or the Warrant Payment (Yin accordance with Section 7.2(d)(ii) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X below) and such shares shall be deemed equal to $69,200,259, as may be adjusted pursuant paid without regard to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)$75,000 limitation referenced above.

Escrow Fund. (a) As sole security for the indemnity provided for in Section 9.2 of this Agreement, the Escrow Shares (defined in Section 2.3 hereof) shall be registered in the names of the Indemnifying Holders but shall be deposited (together with assignments in blank executed by the Indemnifying Holders) with Chase Manhattan Trust Company, National Association (or other institution selected by SAFLINK with the reasonable consent of the Holders' Representative) as escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund ("the Escrow Fund") to be governed by the terms set forth herein and in an Escrow Agreement among SAFLINK, the Escrow Agent and the Indemnifying Holders (the "Escrow Agreement") substantially in the form attached hereto as Exhibit 7.1(i). Subject to the limitations set forth terms of Section 9.3(b) of this Agreement, SAFLINK's compliance with the terms hereof and the terms of the Escrow Agreement the SAFLINK Indemnitees shall be entitled to obtain indemnification from the Escrow Fund for all Indemnifiable Damages covered by the indemnity provided for in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to 9.2 of this Agreement (an “Indemnification Claim”), such Indemnitee it being understood that each Jotter Indemnitor's liability under this Agreement shall be required limited to first submit such Claim Noticethe Escrow Fund). The adoption and approval of this Agreement by Jotter's shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow, and the appointment of the Holders' Representative to act for and on behalf of all of the Indemnifying Holders, as the attorney-in-fact and agent of such persons, to give and receive notices and communications, to authorize delivery of any dispute shares of SAFLINK Common Stock from the Escrow Fund in satisfaction of claims by SAFLINK Indemnitees, to object to such deliveries, to agree to, negotiate and enter into settlements and compromises of, and comply with orders and decrees with respect to such indemnification claim claims, and to take all actions necessary or appropriate in the judgment of such representative for the accomplishment of the foregoing. A decision, act, consent or instruction of the Holders' Representative shall constitute a decision of all of the Indemnifying Holders and shall be resolvedfinal, binding and conclusive upon each of the Indemnifying Holders. The Escrow Agent, SAFLINK and Acquisition Corporation may rely upon any decision, act, consent or instruction of the Holders' Representative as being the decision, act, consent or instruction of each and all of the Signing Holders. The Escrow Agent and SAFLINK and Acquisition Corporation are hereby relieved from any liability to any person for any acts done by them in accordance with the terms of Section 10.2(d) such decision, act, consent or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion instruction of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)' Representation.

Escrow Fund. Subject As soon as practicable after the Closing, that number of Exchangeable Shares comprising the Escrow Amount will be deposited by the Surviving Corporation, without any act of any Holder in Escrow, with Bank of Montreal Trust Company (or another institution acceptable to BackWeb Parent and the limitations set forth Agent (as defined in Section 10.2(c7.2(f) below), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement ) as Escrow Agent (an “Indemnification Claim”the "Escrow Agent"), such Indemnitee deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The Escrow Amount contributed on behalf of any Holder in Escrow shall be required a fraction of the total Escrow Amount equal to first submit such Claim NoticeHolder's Proportional Escrow Amount, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly deducted from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed Amalgamation Consideration to which such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share holder of Lanacom Common Shares would otherwise be entitled to receive pursuant to Section 1.5. A list of the funds respective Escrow Amounts contributed by the Holders shall be provided to the Escrow Agent. The Escrow Amount deposited in the Escrow Fund (payable from shall be used effectively to reduce the Escrow Fund, based on the same pro rata ratio between cash and Amalgamation Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fundevent of (y) a reduction required pursuant to Section 1.7 of this Agreement and (z) any claim, subject to the limitations set forth in Section 10.2(c)loss, such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holdersexpense, based on each Escrowed Holder’s Indemnity Pro Rata Shareliability or other damage, including reasonable attorneys' fees, to the extent of the amount of such claim, loss, expense, liability or other damage (collectively with any shortfall. Notwithstanding the aforesaidamounts payable pursuant to Section 1.7, the recourse "Losses") that BackWeb Parent or any of an Indemnitee with respect to claims resulting from fraud its affiliates have incurred by reason of the breach by Lanacom of any representation, warranty, covenant or intentional misrepresentation by (i) any Escrowed Holderagreement of Lanacom contained in this Agreement. BackWeb Parent, solely with respect to Lanacom and the Agent each acknowledge that such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the CompanyLosses, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentationif any, shall, in both cases, be, as shall be determined by Parent deemed to relate to unresolved contingencies existing at its sole discretionthe Closing Date which, either if resolved at the Closing Date, would have led to a reduction in the Amalgamation Consideration. Nothing herein shall limit the liability of Lanacom, the Founder or any holder of Lanacom Common Shares for any breach of any covenant, or any willful breach of any representation or warranty, if the Amalgamation does not close. In addition, notwithstanding the foregoing, the Surviving Corporation shall not be entitled to receive any Escrow Amounts from (X) the Escrow Fund or unless and until Officer's Certificates (Yas defined in paragraph (d) directly from below) identifying Losses, the applicable Escrowed Holder. For aggregate amount of which exceed an aggregate US$50,000 deductible amount, have been delivered to the avoidance of doubtEscrow Agent as provided in paragraph (d); in such case the Escrow Agent shall deliver to the Surviving Corporation for cancellation for no consideration, notwithstanding the partial payment and in full satisfaction of the Net Aggregate Consideration aggregate claims of BackWeb Parent (or its affiliates) the number of Exchangeable Shares remaining in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as Escrow Fund having an aggregate value (based on the value of the Exchangeable Shares on the Closing Date of US$0.50 per share) equal to one-third of the aggregate amount of such share at Losses (reflecting the Closing, i.e., $ 430.41 (parties' agreement that one-third of the “Agreed Value”). (c)risk of such event shall be borne by the shareholders of Lanacom and two-thirds of the risk shall be borne by BackWeb Parent) minus the one time aggregate deductible amount of US$50,000.

Escrow Fund. Subject to At the limitations set forth Effective Time, Parent shall deposit with JPMorgan Chase Bank, in Section 10.2(cits capacity as escrow agent (the "Escrow Agent"), if any Indemnitee seeks by wire transfer of immediately available funds, (i) an amount equal to assert a Claim Notice for indemnification pursuant to this Agreement $7,000,000 in cash (an “Indemnification Claim”the "Working Capital Hold-Back"), such Indemnitee shall (ii) an amount equal to $29,000,000 in cash (the "Indemnification Hold-Back"), (iii) an amount equal to $2,000,000 in cash (the "Shareholders' Representative Hold-Back") and (iv) an amount in cash equal to twenty-five percent (25%) of the product of the number of Dissenting Shares and the Per Share Dissenter Consideration (the "Dissenters' Hold-Back") and together with the amount of the Indemnification Hold-Back, the amount of the Working Capital Hold-Back and the amount of the Shareholders' Representative Hold-Back, collectively the "Escrow Fund"), to be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, governed in accordance with the terms of this Agreement and the escrow agreement in substantially the form attached hereto as Exhibit C (the "Escrow Agreement"), among Parent, the Escrow Agent and the Shareholders' Representative. The Working Capital Hold-Back and, in the event that the Working Capital Hold-Back is insufficient to satisfy any Adjustment Amount owed to Parent, the Indemnification Hold-Back, shall be used as a source of satisfaction of any amounts payable to Parent pursuant to Section 10.2(d2.4(f). Any portion of the Working Capital Hold-Back that is not necessary to satisfy any payment pursuant to Section 2.4(f) or shall be released from the Escrow Fund on the Working Capital Hold-Back Release Date (as defined in Section 10.2(e2.5 below) and delivered to the Paying Agent (such amount, if any, on such date, the "Working Capital Hold-Back Consideration") to be distributed to all Shareholders, the holder of Phantom Stock and the holders of Warrants who have signed an Acknowledgement Form ("Warrantholders") entitled to receive a portion of the consideration in accordance with the terms of this Agreement. Prior The Indemnification Hold-Back, in addition to being used to satisfy any such Indemnitee seeking payment directly from any Escrowed Holder with respect amounts owed to such Indemnification Claim Parent pursuant to Section 2.4(f) to the extent there are funds available provided in the Escrow FundSection 2.1(b), such Indemnitee shall first seek payment from the Escrow Fund based on, with respect be used as a source of satisfaction of any amounts payable to the Parent and its affiliates pursuant to Section 9.2. Any portion of the Losses attributed Indemnification Hold-Back that is not necessary to satisfy any payment or unresolved bona fide claim, demand, action, suit, investigation, inquiry or proceeding (each being a "Claim")) pursuant to Section 9.2 shall be released on April 4, 2006, and shall be delivered to the Paying Agent (such Escrowed Holderamount, if any, on such Escrowed Holder’s Indemnity Pro Rata Share date, the "Escrow Consideration") to be distributed to all Shareholders, the holder of Phantom Stock and all Warrantholders entitled to receive a portion of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)terms of this Agreement; provided, however, that if there any amounts remaining in the Escrow Fund on that date that are not sufficient subject to a pending Claim shall remain in the Escrow Fund until such Claim is finally resolved. The Escrow Fund shall terminate when all funds in the Escrow Fund, subject Fund are distributed to Parent or the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, Paying Agent pursuant to the terms of the Agreement and each Consideration Share this Agreement. The Shareholders' Representative Hold-Back shall be valued used solely and exclusively to reimburse the Shareholders' Representative pursuant to the terms of Section 10.1(c) of this Agreement. Any portion of the Shareholders' Representative Hold-Back that is not necessary to satisfy any reimbursement pursuant to Section 10.1(c) shall be released from the Escrow Fund on the later of April 4, 2006 and the date upon which any potential expenses relating to a Claim against the Escrow Fund shall have been settled, and delivered to the Paying Agent (such amount, if any, on such date, the "Shareholders' Representative Hold-Back Consideration") to be distributed to all Shareholders, the holder of Phantom Stock and the Warrantholders entitled to receive a portion of the consideration in accordance with the terms of this Agreement. The Dissenters' Hold-Back shall be treated as follows (all amounts, if any, released to the Paying Agent to be distributed to all Shareholders, the holder of Phantom Stock and all Warrantholders entitled to receive a portion of the consideration in accordance with the terms of this Agreement, the ("Dissenters' Hold-Back Consideration")): Parent shall cause the Surviving Corporation to deliver or mail, within ten (10) days after the Effective Time, to each Regular Shareholder who has filed with the Company, prior to the Company Shareholder Meeting (as herein defined), a written objection to the Merger that complies with the requirements set forth in Section 5.12.A.(1)(a) of the TBCA, but only if such Shareholder has not voted for purposes the Merger, written notice that the Merger has been effected, in compliance with the provisions of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 TBCA (the “Agreed Value”"Merger Notice"). (c)If the Surviving Corporation does not deliver or mail the Merger Notice in compliance with Section 5.12.A.(1)(a) of the TBCA, all of the Dissenters' Hold-Back shall be promptly released to the Paying Agent to be distributed to all Shareholders, the holder of Phantom Stock and all Warrantholders entitled to receive a portion of the consideration in accordance with the terms of this Agreement.

Escrow Fund. Subject (a) At the Closing the Buyer shall cause Parent to deliver to Mellon Bank as escrow agent (the "Escrow Agent"), pursuant to an escrow agreement (the "Escrow Agreement") in substantially the form attached hereto as Exhibit C, a number of Parent Shares equal to the limitations set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms product of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) all of the Shares owned by the Representing Stockholders immediately prior to the Closing (which shall include the net exercise number of any Escrowed Holder, solely with respect Shares issuable upon exercise of the Company Options pursuant to such Escrowed Holder who committed such fraud or intentional misrepresentation Section 1.07) and (ii) the CompanyDeferred Exchange Ratio in effect on the Closing Date (the "Escrow Fund"). As will be set forth with more particularity in the Escrow Agreement, solely the Parent Shares so delivered to the Escrow Agent (together with respect earnings and distributions thereon, including any Extraordinary Dividend, the "Escrow Shares"), shall be delivered to an Escrowed Holder who had actual knowledge the Representing Stockholders pro-rata in accordance with their respective interests in the Company set forth on a schedule to the Escrow Agreement, less any amounts reserved for indemnification claims pursuant to Section 11.07, on the first, second and third anniversaries of the Closing Date in the amounts set forth in Section 1.02(a). The Buyer agrees to cause Parent to remove any restrictive legends contained on any Parent Shares distributed out of the Escrow Fund, within ten days of receipt by Parent of satisfactory evidence, if necessary, that such legends are no longer required by Rule 144(e), (f) and (h) of Company’s fraud the Securities Act, or intentional misrepresentationon the date of distribution for distributions occurring on or after the second anniversary of the Closing Date. If the Parent Shares are not sufficient or are more than required to satisfy the Buyer's obligations hereunder, shalleither Parent shall issue additional Parent Shares to cure the deficiency or the Escrow Agent shall return the excess Escrow Shares, in both casesor the cash resulting from the previous sale thereof by the Escrow Agent, beto Parent, as shall applicable. The Representing Stockholders acknowledge that any additional Parent Shares so issued on the third anniversary will not be determined by Parent at its sole discretion, either from (X) securities registered under the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Securities Act.

Escrow Fund. (a) As partial security for the indemnity provided for in Section 9.2 of this Agreement, the Escrow Shares (defined in Section 0(c) hereof) shall be registered in the names of the Holders but shall be deposited (together with assignments in blank executed by the Holders) with First Trust of California, N.A. (or other institution selected by FIC with the reasonable consent of the Holders' Representatives) as escrow agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and in an Escrow Agreement among FIC, the Escrow Agent and the Holders (the "Escrow Agreement") substantially in the form attached hereto as Exhibit L. Subject to the limitations terms of Section 9.3(b) of this Agreement, upon compliance with the terms hereof and the terms of the Escrow Agreement FIC and the other FIC Indemnitees shall be entitled to obtain indemnification from the Escrow Fund for all Indemnifiable Damages covered by the indemnity provided for in Section 9.2 of this Agreement. From and after the Closing, upon the valid exercise of Subject Options held by the Subject Optionholders as specified in the Escrow Agreement, FIC shall deliver to the Escrow Agent a certificate or certificates issued in the name of such optionholder (or the Escrow Agent under the circumstances specified in the Escrow Agreement) representing additional Escrow Shares, to the extent set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to the Escrow Agreement. The adoption and approval of this Agreement (an “Indemnification Claim”)by RMT's shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the appointment of the Holders' Representatives to act for and on behalf of Holders to give and receive notices and communications, to authorize delivery of any shares of FIC Common from the Escrow Fund in satisfaction of claims by FIC Indemnitees, to object to such Indemnitee shall be required deliveries, to first submit such Claim Noticeagree to, negotiate and enter into settlements and compromises of, and any dispute demand arbitration and comply with orders of courts and awards of arbitrators with respect to such indemnification claim shall be resolvedclaims, in accordance with the terms of Section 10.2(d) and to take all actions necessary or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available appropriate in the Escrow Fund, judgment of such Indemnitee shall first seek payment from representatives for the Escrow Fund based on, with respect to the portion accomplishment of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)foregoing.

Escrow Fund. Subject to As partial security for the limitations set forth indemnity provided for in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, 7.2 hereof and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) by virtue of this Agreement, the Merger Shareholders will be deemed to have received and deposited with the Escrow Agent the Escrow Amount without any act of any Merger Shareholder. Prior The General Escrow Amount shall be increased by a percentage of the aggregate number of shares of Parent Common Stock to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim be issued in the Merger to the extent there are funds available Merger Shareholders equal to the quotient obtained by dividing (1) the quotient, obtained by dividing (x) the amount of Company's Debt on the Closing Date in excess of $2,645,000 by (y) the Trading Price, by (2) the aggregate number of shares of Parent Common Stock to be issued to Merger Shareholders in the Merger. The General Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds Amount in the Escrow Fund (payable from shall be available to compensate the Indemnified Parties, or any of them, for any claims by such Indemnified Parties for any Losses suffered or incurred by them pursuant to Section 7.2 and the Dissenters Rights Escrow Fund, based on Amount shall be available to compensate the same pro rata ratio between cash and Consideration Shares applicable Indemnified Parties only for Losses suffered or incurred by them pursuant to such Escrowed Holder in accordance with the Allocation ScheduleSection 7.2(vi); provided, however, that if there are not sufficient funds in the Escrow FundPeriod (as defined below) has terminated, and a claim for Losses is made with respect to (i) fraudulent breaches by the Company of its representations, warranties or covenants, or (ii) breaches by the Company of the representations and warranties in Section 2.9 hereof, then, subject to Section 7.5, the limitations set forth claim shall be made directly against the Merger Shareholders. Within three days after the Closing, the Escrow Amount, without any act of the Merger Shareholders, will be deposited with Chase Manhattan Bank and Trust Company, National Association, as Escrow Agent hereunder, or another institution acceptable to Parent and the Shareholder Representative (as defined in Section 10.2(c7.4 hereof), such Indemnitee deposit of the Escrow Amount shall constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Nothing in this Section 7.3 shall limit the liability of the Company for any breach or inaccuracy of any representation, warranty or covenant contained in this Agreement if the Merger does not close. Parent may not receive any proceeds from the Escrow Fund unless and until Losses which have actually been incurred by the Indemnified Parties and which would be indemnifiable under Section 7.2 hereof but for the provisions of this Section 7.3(a) in excess of $50,000 in the aggregate (the "Basket Amount") has or have been delivered to the Escrow Agent as provided in Section 7.3(d) hereof, in which case Parent shall be permitted entitled to seek indemnification directly from recover all Losses so incurred in excess of the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfallBasket Amount. Notwithstanding the aforesaidforegoing, Parent shall be entitled to receive payments out of the recourse of an Indemnitee Escrow Fund for, and the Basket Amount shall not apply to any and all claims or payments made with respect to claims resulting from fraud or intentional misrepresentation by (ithe matters referred to in Section 7.2(iii), 7.2(iv), 7.2(v) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”7.2(vi). (c).

Escrow Fund. Subject On the Closing Date, a portion of Parent Stock to ----------- be issued to the limitations set forth Stockholders and a portion of the Cash Consideration to be paid to the Limited Partners at the Closing shall, without any act of any Limited Partner, be registered in Section 10.2(c)the name of, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement and be deposited with, ChaseMellon Shareholder Services LLC (an “Indemnification Claim”or other institution selected by Purchaser) as escrow agent (the "Escrow Agent"), such Indemnitee deposit to constitute the escrow fund (the ------------ "Escrow Fund") and to be governed by the terms set forth herein and in the ----------- Escrow Agreement attached hereto as Exhibit E (the "Escrow Agreement"). On the --------- ---------------- Closing Date, $382,500 of the Cash Consideration otherwise payable to the Limited Partners (the "Initial Escrow Cash" and, together with the Supplemental ------------------- Cash and the New Cash (each as defined below), the "Escrow Cash") and 75,000 ----------- shares of Parent Stock that the Stockholders are entitled to receive in the Purchase in exchange for the GP Shares (the "Initial Escrow Shares" and, --------------------- together with the New Shares (as defined below), the "Escrow Shares") shall be required to first submit such Claim Notice------------- deposited by Purchaser into the Escrow Fund. In the event that any Damages (as defined below) arise, and any dispute with respect to such indemnification claim the Escrow Fund shall be resolvedavailable to compensate the Indemnified Persons (defined below) pursuant to the indemnification obligations of the Limited Partnership, the General Partner and the Stockholders pursuant to Section 8.3 and in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Escrow Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth of Section 8.3(b) below. At Closing, the Sellers' Agent may direct that a portion -42- of the Partnership Cash Distribution not to exceed $50,000 (the "Supplemental Cash") be deposited in Section 10.2(cthe Sub-Account Fund (as defined in the ----------------- Escrow Agreement), such Indemnitee which Supplemental Cash shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, available to the extent of Sellers' Agent (with notice to Purchaser) during the Escrow Period to pay any shortfallaccrued legal, accounting or other administrative expenses incurred by the Sellers' Agent during the Escrow Period. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect Resort to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259made proportionately between the Escrow Cash and the Escrow Shares on a 45%-55% basis, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)respectively.

Escrow Fund. Subject to As soon as reasonably practicable after the limitations set forth Closing and the date of issuance of the First Milestone Shares and the Second Milestone Shares, as applicable, the Escrow Shares shall be registered in Section 10.2(c)the name of, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement and be deposited with, State Street Bank and Trust Company of California, N.A., (an “Indemnification Claim”or another institution selected by Purchaser with the reasonable consent of the Company and the Sellers' Representative) as escrow agent (the "Escrow Agent"), such Indemnitee shall deposit (together with interest and other income thereon) to constitute the "Escrow Fund" and to be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with governed by the terms of set forth herein and in the Escrow Agreement attached hereto as Exhibit E. As security for the indemnity provided for in Section 10.2(d) or Section 10.2(e) 8.2 hereof and by virtue of this Agreement. Prior , the Sellers will be deemed to any such Indemnitee seeking payment directly from any Escrowed Holder have received and deposited with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from Agent the Escrow Fund based on, with respect to the portion without any act of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the any Seller. The Escrow Fund (payable from shall be available to compensate the Escrow FundIndemnified Parties, based on the same pro rata ratio between cash and Consideration Shares applicable to or any of them, for any claims by such Escrowed Holder in accordance with the Allocation Schedule)Indemnified Parties for any Losses suffered or incurred by them; provided, however, that if there are the Escrow Period (as defined below) has terminated, and a claim for Losses is made with respect to (i) fraud, (ii) knowing, intentional or willful breaches by the Company or the Sellers of their respective representations, warranties or covenants, or (iii) breaches by the Company or the Sellers of their respective representations and warranties in Sections 2.2, 2.9, 2.12 and 3.2 hereof, the claim shall be made directly against the Sellers severally and not sufficient funds jointly pro rata in proportion to their interest in the Escrow Fund. In no event shall any Seller be personally liable to Purchaser for any amounts in excess of the value of the Purchaser Shares received by such Seller, subject to which shares shall be valued at the limitations Purchaser Stock Price, as adjusted for Net Taxes (as defined below) and brokerage fees actually paid by such Seller, except that personal liability for breaches of the representations and warranties set forth in Section 10.2(c), such Indemnitee 2.12 shall be permitted limited to seek indemnification directly from fifty percent (50%) of the Escrowed Holdersvalue of the Purchaser Shares received by such Seller, based on each Escrowed Holder’s Indemnity Pro Rata Sharewhich shares shall be valued at the Purchaser Stock Price, as adjusted for Net Taxes and brokerage fees actually paid by such Seller. "Net Taxes" shall consist of the taxes actually paid by such Seller in connection with the receipt of the Purchaser Shares hereunder, as adjusted for any tax benefits which are reasonably probable of being realized by such Seller as a result of such personal liability. Notwithstanding anything set forth herein to the extent contrary, the Founders' Escrow Shares shall be used solely to compensate the Indemnified Parties, or any of them, for any claims by such Indemnified Parties for any Blenda Losses suffered or incurred by them, and not for any xxxxx Losses, and be deemed not to constitute a part of the Escrow Fund for any other purpose. Nothing herein shall limit the liability of the Company for any breach or inaccuracy of any shortfallrepresentation, warranty or covenant contained in this Agreement if the Share Purchase does not close. Purchaser may not receive any compensation for any Loss unless and until one or more Officer's Certificates (as defined below) identifying Losses in excess of $750,000 in the aggregate (the "Basket Amount") has or have been delivered to the Escrow Agent as provided in Section 8.3(d) hereof, in which case Purchaser shall be entitled to recover all Losses so identified. Notwithstanding the aforesaidforegoing, Purchaser shall be entitled to receive payments out of the recourse of an Indemnitee Escrow Fund for, and the Basket Amount shall not apply as a threshold to any and all claims or payments made with respect to claims resulting from fraud breaches of the representations and warranties of the Company and the Sellers contained in Sections 2.2, 2.21 and 3.2 or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)any Blenda Losses.

Escrow Fund. Subject At the Effective Time, each Stockholder will be deemed to have received and consented to the limitations deposit with the Escrow Agent (as defined below) of the Escrow Shares pursuant to the Escrow Agreement, without any act required on the part of the Stockholder. As soon as practicable after the Effective Time, the Escrow Shares, without any act required on the part of any Stockholder, will be deposited with an escrow agent acceptable to Purchaser and the Representative (as defined below) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each Stockholder shall be in proportion to the aggregate Purchaser Common Stock which such holder would otherwise be entitled to receive under Section 3.1, which respective percentage interest (the "Percentage Interest") will be determined as of the Effective Time and set forth on an exhibit to the Escrow Agreement. The Escrow Fund shall be contributed entirely out of the shares of Purchaser Common Stock issuable upon the Merger in respect of GNN Capital Stock. From and after the Effective Time, the Escrow Fund shall be available to compensate and indemnify Purchaser and the Surviving Corporation and their respective officers, directors, employees, representatives, agents, stockholders controlling persons and Affiliates (each a "Purchaser Indemnitee") against and for any Loss suffered or incurred by a Purchaser Indemnitee, as and when due, which arises out of or results from a breach of any of the representations, warranties, covenants or agreements of GNN set forth in Section 10.2(c), if this Agreement or in any Indemnitee seeks to assert a Claim Notice for indemnification document delivered by GNN pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are for purposes of determining whether or not sufficient funds GNN has breached any of its representations and warranties in the Escrow Fundthis Agreement, subject to the limitations set forth in Section 10.2(c)exceptions and qualifications for Material, such Indemnitee Materiality or Material Adverse Effect and similar expressions shall be permitted to seek indemnification directly disregarded. A Purchaser Indemnitee may not receive any shares from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund unless and until a Loss Notice or Loss Notices (Yas defined below) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Sharesidentifying Indemnifiable Losses, the Net Aggregate Consideration for the purpose aggregate amount of this Article X shall be deemed equal to which exceed $69,200,259, as may be adjusted pursuant 500,000 have been delivered to the final Allocation Schedule, Escrow Agent pursuant to the terms hereof; in such case, an Indemnitee may recover from the Escrow Fund its Losses in excess of $500,000 in accordance with the Agreement terms and each Consideration Share shall be valued for purposes provisions of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)14.

Escrow Fund. Subject At the Effective Time the holders of Company Capital ----------- Stock entitled to receive Merger Consideration pursuant to Section 1.6 hereof (the "Indemnifying Stockholders") will not receive the Escrow Amount but such stockholders will be deemed to have consented to the limitations deposit with the Escrow Agent (as defined below) of the Escrow Amount without any act required on the part of any such stockholder. Instead, as soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any stockholder, will be deposited by Parent with an escrow agent acceptable to Parent and the Stockholder Representative as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at Parent's cost and expense. The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock shall be determined with reference to each such stockholder's Pro Rata Escrow Basis. The Escrow Amount shall be contributed entirely out of the Merger Consideration payable upon the Merger in respect of the Company Capital Stock. The Escrow Fund is available to compensate Parent and its officers, directors and affiliates, including the Surviving Corporation (each, an "Indemnified Party" and collectively, the "Indemnified Parties") for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "Loss" and collectively "Losses") paid, incurred, accrued or sustained by the Indemnified Parties, or any of them, directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein as of the date of this Agreement or as of the Closing Date, as though then made (except to the extent that such representation or warranty speaks as of an earlier date), (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement, (iii) any Dissenting Share Payments, (iv) any claim made by any person that such person is or was entitled (by contract or otherwise) to receive any amount or property in such person's capacity (or asserted capacity) as a holder of equity interests in the Company or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement by virtue of or as a result of the Merger, other than any claim described in clause (an “Indemnification Claim”)iii) above, such Indemnitee shall be required to first submit such Claim Notice(v) any claims made by foreign employees of the Company or any of its subsidiaries whether or not disclosed on the Disclosure Schedule, and (vi) any dispute with respect to such indemnification claim shall be resolved, in accordance with the terms of Section 10.2(d) claims made by Parametric Technology Corporation or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim its subsidiaries relating to the extent there are funds available in the Escrow FundCompany Intellectual Property, such Indemnitee shall first seek payment from the Escrow Fund based onincluding, with respect without limitation, any claims related to the portion of the Losses attributed to such Escrowed Holdertrade secret misappropriation, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based whether or not disclosed on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with Disclosure Schedule, (vii) the Allocation Schedule)Acceleration or (viii) the Cash Dividend; provided, however, that to the extent that a specific Liability (as defined in Section 2.7 hereof) is used to reduce the amount of the Cash Dividend (as calculated pursuant to Schedule 5.21 hereof), such Liability shall not be considered a Loss for purposes of this Article VII. Parent and the Company each acknowledge that such Losses, if there are any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger consideration. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not sufficient funds close. No Indemnified Party may recover any Losses unless and until one or more Officer's Certificates identifying a Loss or Losses in excess of $100,000 in the aggregate (the "Threshold Amount") has or have been delivered to the Escrow Agent as provided in Section 7.2(d) hereof, in which case such Indemnified Party -------------- shall be entitled to recover all Losses (including the Threshold Amount) so identified to the extent then available in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaidforegoing, Parent shall be entitled to recover for, and the recourse of an Indemnitee Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holderall Losses incurred pursuant to clauses (iii), solely with respect to such Escrowed Holder who committed such fraud (iv), (v) or intentional misrepresentation and (vi) of this Section 7.2(a), or (ii) the Companyfraud, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud intentional misrepresentation or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)willful misconduct.

Escrow Fund. Subject (a) At the Closing, the Indemnification Escrow Shares and the Primo Escrow Shares (collectively, the “Escrow Shares”) shall be registered in the name of the Escrow Agent, but for the benefit of the holders of the Outstanding TARGET Series E-3 Shares immediately prior to the limitations set forth in Section 10.2(c)Effective Time and the Management Members, if any Indemnitee seeks and shall be deposited with an escrow agent reasonably acceptable to assert a Claim Notice for indemnification pursuant to this Agreement TARGET and PURCHASER (an the “Indemnification ClaimEscrow Agent”), with such Indemnitee deposit and any Additional Escrow Shares to constitute the escrow fund (the “Escrow Fund”) and to be governed by the terms set forth herein and in the Escrow Agreement in substantially the form of Exhibit 8 hereto (the “Escrow Agreement”). The Indemnification Escrow Shares (but not the Primo Escrow Shares) shall be required available to first submit such Claim Noticecompensate PURCHASER pursuant to the indemnification obligations of the holders of the Outstanding TARGET Shares immediately prior to the Effective Time and the Management Members, and any dispute with respect to such indemnification claim the Primo Escrow Shares (but not the Indemnification Escrow Shares) shall be resolved, held in escrow and shall be released in accordance with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose further provisions of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant 12 and the Escrow Agreement either to the final Allocation Schedule, pursuant PURCHASER or to the terms holders, immediately prior to the Effective Time, of the Agreement Outstanding TARGET Series E-3 Shares and each Consideration Share shall the Management Members. In the event PURCHASER issues any Additional Escrow Shares, such shares will be valued issued in the name of the Escrow Agent (for purposes the benefit of indemnification the holders of the Outstanding TARGET Series E-3 Shares immediately prior to the Effective Time and this Article X the Management Members) and delivered to the Escrow Agent in the same manner as the value of such share Escrow Shares delivered at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c).

Escrow Fund. (a) On or as soon as practicable after the date hereof, Purchaser will cause 1,526,788 shares of common stock of Purchaser, par value $.0001 per share (the “Common Stock”), which shares shall be registered in the name of Escrow Agent f/b/o the Former Holders of Capital Stock of XLNT Veterinary Care, Inc. (the “Escrow Shares”), to be delivered to the Escrow Agent in book-entry form, and the Escrow Agent will acknowledge receipt of the Escrow Shares to the Purchaser and the Representatives promptly upon receipt thereof. Subject to the limitations set forth terms and conditions of this Escrow Agreement, the Escrow Agent shall hold the Escrow Shares and shall invest, reinvest and manage any proceeds thereof as directed in Section 10.2(c), if any Indemnitee seeks 3(d) (the “Proceeds”; the Escrow Shares and such Proceeds are collectively referred to assert a Claim Notice for indemnification pursuant to this Agreement (an herein as the “Indemnification ClaimEscrow Fund”). The Escrow Agent shall hold, such Indemnitee shall be required to first submit such Claim Notice, and any dispute exercise voting rights with respect to such indemnification claim shall be resolvedand dispose of, the Escrow Shares only in accordance with the terms of Section 10.2(d) this Escrow Agreement or Section 10.2(e) joint written instructions of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in Purchaser and the Representatives and shall not release the Escrow Fund, such Indemnitee shall first seek payment from Shares or the rest of the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder except in accordance with the Allocation Schedule); provided, however, this Escrow Agreement. The parties acknowledge that if there are not sufficient funds in the Escrow FundAgent is not acting in a capacity that would warrant the re-issuance, subject sale, or denominational breakdown of any shares by the Escrow Agent. The Escrow Agent shall not be held liable for any action taken, suffered or omitted to be taken by it, and shall have no duty to inform the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly Purchaser or the Representative that it has received any proxy materials or other information from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shallPurchaser, in both cases, be, each case in its capacity as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)a registered stockholder.

Escrow Fund. Subject At the Effective Time the Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Company stockholder, will be deposited with Chase Manhattan Bank and Trust Company, N.A. (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 7.2(h) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each stockholder of the Company shall be in proportion to the limitations set forth aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a) and shall be in Section 10.2(cthe respective share amounts and percentages listed opposite each Company's stockholder's names listed in a schedule to be executed by the Company and delivered to Parent at Closing (the "Escrow Schedule"). The Escrow Fund shall be available to indemnify Parent and its affiliates (including the Surviving Corporation) for any claims, if losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by Parent, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any Indemnitee seeks inaccuracy or breach of a representation or warranty of the Company contained herein (or in any certificate, instrument, schedule or document attached to assert a Claim Notice for indemnification this Agreement and delivered by the Company pursuant to this Agreement (an “Indemnification Claim”Agreement), (ii) any failure by the Company to perform or comply with any covenant or obligation contained herein; provided that such Indemnitee shall claims must be required asserted on or before 5:00 p.m. (California Time) on the Expiration Date, (iii) any Tax obligations of the Company arising from the dissolution of the LLC and formation of the Company, including related asset transfers and transactions, (iv) any actions or failure to first submit such Claim Notice, and any dispute act by the Company with respect to Clients and Profits, Inc. and the Clients and Profits trademark, including but not limited to claims that the Company engaged in trademark infringement or unfair competition and (v) any state sales and use Taxes incurred but not paid by the Company prior to the Closing (regardless, with respect to items (iii), (iv) and (v), of any disclosure of such indemnification claim matters in the Company Schedules). Except as otherwise provided herein, Parent may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in Section 7.2(d) below) identifying Losses, the aggregate amount of which exceed $50,000 (except in the case of Losses arising from intentional fraud, willful misconduct or any breach or inaccuracy of Section 2.3, as to which such threshold shall not apply), have been delivered to the Escrow Agent as provided in paragraph (f) and such amount is determined pursuant to this Article VII to be resolvedpayable; in such case, Parent may recover shares from the Escrow Fund equal in value to all indemnified Losses (including any Losses within the $50,000 threshold) for which there is no objection or any objection had been resolved in accordance with the terms of Section 10.2(d) or Section 10.2(e) provisions of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share of the funds in the Escrow Fund (payable from the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule)Article VII; provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding third-party expenses, including, without limitation, legal and accounting fees incurred by the aforesaidCompany in connection with this Agreement and the Merger exceed $50,000 in the aggregate, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as excess shall be determined by deemed a Loss for purposes of Article VII and shall be immediately reimbursable to Parent at its sole discretion, either from in accordance with this Article VII (X) without regard to the Escrow Fund or (Y) directly from $50,000 minimum threshold for Losses and without counting toward the applicable Escrowed Holder$50,000 threshold). For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose purposes of this Article X VII, the phrases "Company stockholders" and "stockholders of the Company" shall be deemed equal to $69,200,259, as may be adjusted pursuant refer to the final Allocation Schedule, pursuant stockholders of the Company immediately prior to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)Effective Time.

Escrow Fund. Subject to (i) Promptly after the limitations set forth in Section 10.2(c)Effective Time, if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement (an “Indemnification Claim”), such Indemnitee Parent shall be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance deposit with the terms of Section 10.2(d) or Section 10.2(e) of this Agreement. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the portion of the Losses attributed to such Escrowed Holder, such Escrowed HolderAgent each Principal Shareholder’s Indemnity Pro Rata Share of the funds Portion. The Parent Common Stock to be deposited in the Escrow Fund shall be represented by a single stock certificate registered in the name of Var & Co., as nominee of the Escrow Agent. Such deposit of the Escrow Amount (payable plus any New Shares (as defined in Section 7.3(c)(v) hereof), as well as any cash substituted for the Parent Common Stock in accordance with Sections 7.3(a)(iii)(1) and (2) shall constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein. The Pro Rata Portion of each Principal Shareholder shall be as set forth on a schedule delivered by the Company to the Escrow Agent at Closing in a form previously approved by the Escrow Agent and Parent (the “Escrow Schedule”). Such Principal Shareholder’s right to receive its Pro Rata Portion shall be solely a right of such Principal Shareholder to receive payments as provided in this Section 7.3. Such Pro Rata Portion for each Principal Shareholder shall be deposited by Parent as, for this purpose, agent of the Principal Shareholders, who shall thereupon, without any act by them, be treated as having received from Parent under Section 1.7 hereof such Pro Rata Portion and then as having deposited such Pro Rata Portion into the Escrow Fund. The Escrow Fund shall be security for the indemnity obligations provided for in Section 7.2 hereof. The Escrow Fund shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, based on and such later execution, if so executed after the same pro rata ratio date hereof, shall not affect the binding nature of this Agreement as of the date hereof between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds other signatories hereto. Interests in the Escrow Fund, subject to the limitations set forth in Section 10.2(c), such Indemnitee Fund shall be permitted to seek indemnification directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holder, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) the Company, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Y) directly from the applicable Escrowed Holder. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”). (c)non-transferable.

Escrow Fund. Subject At the Effective Time the Company's stockholders will be deemed to have received and consented to the limitations set forth deposit with the Escrow Agent (as defined below) of the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time), without any act required on the part of any stockholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act required on the part of any stockholder, will be deposited with an escrow agent acceptable to Parent and the Stockholder Representative (as defined in Section 10.2(c), if any Indemnitee seeks to assert a Claim Notice for indemnification pursuant to this Agreement 7.2(i)(i) below) as Escrow Agent (an “Indemnification Claim”the "ESCROW AGENT"), such Indemnitee shall deposit to constitute an escrow fund (the "ESCROW FUND") to be required to first submit such Claim Notice, and any dispute with respect to such indemnification claim shall be resolved, in accordance with governed by the terms of Section 10.2(d) or Section 10.2(e) of this Agreementset forth herein and at Parent's cost and expense. Prior to any such Indemnitee seeking payment directly from any Escrowed Holder with respect to such Indemnification Claim to the extent there are funds available in the Escrow Fund, such Indemnitee shall first seek payment from the Escrow Fund based on, with respect to the The portion of the Losses attributed to such Escrowed Holder, such Escrowed Holder’s Indemnity Pro Rata Share Escrow Amount contributed on behalf of each stockholder of the funds Company shall be in proportion to the aggregate Parent Common Stock to which such holder would otherwise be entitled under Section 1.6(b). The Escrow Amount shall be funded entirely out of the shares of Parent Common Stock issuable upon the Merger in respect of Company Capital Stock. The Escrow Fund is available to compensate Parent and its officers, directors and affiliates, including the Surviving Corporation (payable from any, an "INDEMNIFIED PARTY" and collectively, the Escrow Fund, based on the same pro rata ratio between cash and Consideration Shares applicable to such Escrowed Holder in accordance with the Allocation Schedule); provided, however, that if there are not sufficient funds in the Escrow Fund, subject to the limitations set forth in Section 10.2(c"INDEMNIFIED PARTIES"), such Indemnitee shall be permitted to seek indemnification for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defenses (hereinafter individually a "LOSS" and collectively "LOSSES") incurred by the Indemnified Parties, or any of them, directly from the Escrowed Holders, based on each Escrowed Holder’s Indemnity Pro Rata Share, to the extent or indirectly as a result of any shortfall. Notwithstanding the aforesaid, the recourse of an Indemnitee with respect to claims resulting from fraud or intentional misrepresentation by (i) any Escrowed Holderinaccuracy or breach of a representation or warranty of the Company contained in Article II herein, solely with respect to such Escrowed Holder who committed such fraud or intentional misrepresentation and (ii) any failure by the CompanyCompany to perform or comply with any covenant contained herein, solely with respect to an Escrowed Holder who had actual knowledge of such of Company’s fraud or intentional misrepresentation(iii) any Dissenting Share Payments, shall, in both cases, be, as shall be determined by Parent at its sole discretion, either from (X) the Escrow Fund or (Yiv) directly from any claim made by any person that such person is or was entitled (by contract or otherwise) to receive any amount or property in such person's -57- capacity (or asserted capacity) as a holder of equity interests in the applicable Escrowed HolderCompany or contingent equity interests or as a beneficiary of any rights in excess of the consideration set forth in the Merger Agreement by virtue of or as a result of the Merger, other than any claim described in clause (iii) above. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger consideration. Nothing herein shall limit the liability of the Company for any breach of any representation, warranty or covenant if the Merger does not close. For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X VII only, in the event of any inaccuracy or breach of a representation or warranty of the Company contained in Article II herein (determined giving effect to any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect), the amount of any Loss resulting from such inaccuracy or breach of such representation or warranty shall be deemed equal determined without giving effect to $69,200,259any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share any such requirement shall be valued disregarded for purposes such purpose. There shall be no right of indemnification contribution from any Indemnified Party with respect to any Loss. The Escrow Agent may execute this Agreement following the date hereof and this Article X as the value of such share at prior to the Closing, i.e.and such later execution, $ 430.41 (if so executed after the “Agreed Value”). (c)date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto.