Common use of Escrow Fund Clause in Contracts

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time, the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Fund (the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1.

Escrow Fund. Except At the Effective Time, the OptaPhone Shareholders ----------- will be deemed to have received and deposited with the Escrow Agent (as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches defined below) an aggregate of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any $200,000 of the other Transaction Documents, as Total Merger Consideration (the "Escrow ------ Amount"). As soon as practicable after the Effective Time, the Escrow Shares shall Amount, ------ without any act of any OptaPhone Shareholder, will be deposited with U.S. Stock Transfer Corporation an institution designated by Zhone and reasonably acceptable to the Shareholder Agent (or such other institution selected by Onvia with the reasonable consent of Zanovaas defined in Section 11.6 below)) as depository escrow agent (the "Depository Escrow Agent"), such deposit to . ------------ The Escrow Amount shall constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and to shall ----------- be governed by the terms set forth in this ----------- Article X herein and in an escrow agreement to be entered into by and among, Zhone, the Depository Shareholder Agent and the Escrow Agent on terms which are reasonably acceptable to Zhone and the Shareholder Agent (the "Escrow Agreement"), and at Zhone's cost and expense. Notwithstanding The portion of the foregoing or anything Escrow ---------------- Amount contributed on behalf of each OptaPhone Shareholder shall be in proportion to the contrary contained in this Agreement, the indemnification obligations portion of the Former Zanova Stockholders pursuant Total Merger Consideration that such holder would otherwise be entitled to this Article X or otherwise receive under Section 2.5. The Escrow Fund shall be limited the sole and exclusive remedy available to compensate any member of the Zhone Group for Zhone Losses. Subject to the Escrow Shares deposited and present in following requirements, the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against in existence immediately following the Escrow Fund in accordance with Effective Time and shall terminate at 5:00 p.m., California time, on the terms first anniversary of the Depository AgreementClosing Date (the "Escrow Period"); provided, however, that the Escrow Period shall not ------------- -------- ------- terminate with respect to such amount (or some portion thereof) that is necessary in the case reasonable judgment of Zhone to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the contemplated date of the matters termination of such Escrow Period, each as specified in Section 11.1(a)an Officer's Certificate (as defined below) delivered to the Escrow Agent prior to the contemplated date of the termination of such Escrow Period. As soon as all such claims have been resolved, (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after Escrow Agent shall deliver to the conclusion shareholders of OptaPhone the remaining portion of the Escrow Period until Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the expiration of the period set forth OptaPhone Shareholders pursuant to this Section 11.3 shall be made in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during proportion to their respective original contributions to the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Fund.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and (a) At the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the First Effective Time, Acquirer shall withhold the Cash Escrow Shares Amount and the Stock Escrow Amount from the Merger Consideration and shall be deposited deposit the Cash Escrow Amount and the Stock Escrow Amount with U.S. Stock Transfer Corporation Bank, N.A. (or such other another institution selected by Onvia with Acquirer and reasonably satisfactory to the reasonable consent of ZanovaCompany) as depository escrow agent (the "Depository “Escrow Agent"”) (the aggregate amount of cash and shares of Parent Common Stock so held in escrow from time to time, together with any interest and other income earned on such cash and any non-taxable stock dividends declared and paid in respect of such shares, the “Escrow Fund”), such deposit to constitute the which Escrow ---------------- Fund (the "Escrow Fund") and to shall be governed by this Agreement and the terms set forth in this ----------- Article X and in the Depository Escrow Agreement. Notwithstanding The Escrow Fund shall constitute security for the foregoing benefit of Acquirer (on behalf of itself or anything any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the contrary contained in this Agreementindemnification, the indemnification compensation and reimbursement obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification Converting Holders under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be 8. Subject to make claims against the Escrow Fund any early payouts in accordance with the terms of this Agreement and the Depository Escrow Agreement; provided, however, that the Escrow Agent shall hold the Escrow Fund until 11:59 p.m. Pacific time on the first anniversary of the Closing Date (the “Escrow Release Date”). Except to the extent there is a cancellation of shares of Parent Common Stock held in the case Escrow Fund in connection with Indemnifiable Damages, shares of Parent Common Stock held in the matters specified in Section 11.1(a)Escrow Fund shall be treated by Acquirer as issued and outstanding stock of Parent, and the Company Stockholders shall be entitled to exercise voting rights and to receive dividends with respect to such shares (b) other than non-taxable stock dividends, which shall be withheld by Parent and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion included as part of the Escrow Period until Fund). The Converting Holders shall not receive interest or other earnings on the expiration shares of the period Parent Common Stock (other than as set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that immediately preceding sentence) in the aggregate (when combined with amounts recovered during Escrow Fund. Parent or Acquirer shall be treated as the owner of the Cash Escrow Amount for Tax purposes and shall report all income earned by the Cash Escrow Amount while such amount remains in the Escrow PeriodFund. Neither the Escrow Fund (including any portion thereof) exceed 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 value distribution of the Escrow Shares as determined Fund to any Converting Holder in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal8.1(b) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.18.1(c), except that each Converting Holder shall be entitled to assign such Converting Holder’s rights to any amounts or shares of Parent Common Stock to be released from the Escrow Fund by will, by the laws of intestacy or by other operation of law.

Escrow Fund. Except as contemplated by Notwithstanding anything to the contrary in the other provisions of this ARTICLE 1, Acquirer shall withhold from the gross cash consideration otherwise payable to each Indemnifying Party in accordance with Section 11.11.1(a), ----------- as security such Indemnifying Party’s Consideration Portion of the Adjustment Escrow Amount and such Indemnifying Party’s Pro Rata Share of the Indemnity Escrow Amount. At the Closing, Acquirer shall deposit (or cause to be deposited) the Adjustment Escrow Amount and the sole Indemnity Escrow Amount with the Escrow Agent, as escrow agent pursuant to the Escrow Agreement, to be held by the Escrow Agent in accordance with and exclusive recourse for subject to the indemnities and breaches provisions of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time, and the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation (Agreement. The Adjustment Escrow Amount plus any interest or such other institution selected by Onvia earning paid thereon in accordance with the reasonable consent of Zanova) as depository agent Escrow Agreement (the "Depository AgentAdjustment Escrow Fund")) shall be available to compensate Acquirer for any Aggregate Consideration Shortfall under Section 1.6, such deposit to constitute and shall be held and distributed in accordance with Section 1.6 and the Escrow ---------------- Fund Agreement. Subject to Section 9.2, the Indemnity Escrow Amount plus any interest or earnings paid thereon and less any distributions made therefrom in accordance with the Escrow Agreement (the "Indemnity Escrow Fund" and, together with the Adjustment Escrow Fund, the "Escrow Fund") and shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything any Indemnifiable Damages pursuant to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise Indemnifying Parties under ARTICLE 9, and shall be limited to held and distributed in accordance with Section 9.1 and the Escrow Shares deposited Agreement. The adoption of this Agreement and present the approval of the Share Purchase by the Company Shareholders shall constitute, among other things, approval of the Adjustment Escrow Amount and the Indemnity Escrow Amount, the withholding of the Adjustment Escrow Amount and the Indemnity Escrow Amount by Acquirer and the appointment of the Shareholders’ Agent. Acquirer shall be treated as the owner of the Escrow Fund and for Tax purposes, shall report all income earned thereon (and accordingly, all interest on or other taxable income, if any, earned from the investment of such cash in the Escrow Fund and Onvia shall not be entitled pursuant to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia Agreement shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(atreated for U.S. and Israeli income tax purposes as earned by Acquirer), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1.

Escrow Fund. Except as contemplated As security for the indemnity provided for in Section ----------- 7.2(a) above and by Section 11.1, ----------- as security virtue of this Agreement and the sole Certificate of Merger, the Company and exclusive recourse for the indemnities Escrow Stockholders will be deemed to have received (subject to the conditions of this Section 7.2) and breaches deposited with the Escrow Agent the Escrow Amount (plus any additional shares as may be issued in respect of any representationsstock split, warranties stock dividend or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in recapitalization effected by Parent after the Effective Time with respect to the Escrow Amount) without any act of the other Transaction Documents, as soon Company or the Escrow Stockholders. The Escrow Amount shall 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 Article VII. As promptly as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of the Escrow Stockholders, will be deposited with U.S. Stock Transfer Corporation Imperial Bank, as Escrow Agent (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaStockholder Representative (as defined in Section 7.2(h) as depository agent (below and the "Depository Agent"preamble above)), such deposit of the Escrow Amount to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and to be governed by the terms set forth in herein. The Escrow Agent may execute this ----------- Article X Agreement following the date hereof and in prior to the Depository AgreementEffective Time, 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. Notwithstanding the foregoing or anything any provision of this Agreement to the contrary contained (except as set forth in this AgreementSection 5.5 and 7.2(m)), after the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise Effective Time, no Indemnified Party shall be limited entitled to indemnification or to obtain any proceeds from the Escrow Fund or to otherwise recover any amount unless and until one or more Officer's Certificate (as defined in Section 7.2(e) below) identifying Losses in excess of $100,000 in the aggregate (the "Basket Amount") has or have been delivered to the Escrow Shares deposited Agent as provided in Section 7.2(e) below, in which case, subject to subsections (f) and present in the Escrow Fund and Onvia (g) of this Section 7.2, an Indemnified Party shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against recover all Losses including the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository AgreementBasket Amount; provided, however, that in legal fees incurred by the case of Stockholder Representative to the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period extent set forth in the applicable subsection; Section 7.2(h)(ii) and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value indemnity claims of the Escrow Shares stockholder Representative thereunder, as determined provided in accordance with Section 10.6; 7.2(m), and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made any amounts required to be paid by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement the Parent or the Transaction Documents (includingSurviving Corporation holders of Company Capital Stock with respect to Dissenting Shares, but shall not limited to, the Letter of Transmittal) executed by be subject to such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Basket Amount.

Escrow Fund. Except as contemplated by Section 11.1(i) Prior to or simultaneously with the Closing, ----------- as security the Members’ Representative and Parent shall enter into an escrow agreement substantially in the sole 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 Members’ Representative and exclusive recourse for Parent. Pursuant to the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any terms of the Escrow Agreement, Parent shall deposit with the Escrow Agreement (i) one or more stock certificates representing the Escrow Shares, and (ii) one or more warrants representing the Escrow Warrants issued to the Original Members at Closing and related irrevocable stock powers in the name of the Original Members representing the Escrow Securities, which account is to be managed by the Escrow Agent (the “Escrow 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 (i) the entirety of the Escrow Fund remain with the Escrow Agent until December 31, 2008, (ii) after December 31, 2008, that portion of Escrow Shares (and/or any Proceeds or common stock of Parent received by the Original 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 Original Members as well as the entirety of the Escrow Warrants and (iii) upon completion of (36) thirty-six months after Closing, the Escrow Account shall be closed and all remaining Escrow Shares and any and all other Transaction Documents, assets of the Original Members held in the Escrow Fund shall be released to the Original Members. In connection with such deposit of the Escrow Securities with the Escrow Agent and as soon as practicable after of the Effective Time, each Original Member holder of Company Interests will be deemed to have constructively received and deposited with the Escrow Shares shall Agent each Original Member’s pro rata interest in the Escrow Fund as determined as of Closing by reference to such Original Member’s ownership of Company Interests (plus any additional shares as may be deposited issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with respect to shares constituting the reasonable consent of ZanovaEscrow Fund) as depository agent (reflected on the "Depository Agent")Company Interest Certificates, such deposit to constitute without any further action by the Original Members. Distributions of any Escrow Securities or the Escrow ---------------- Fund (or Proceeds from the "Escrow Fund") and to 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 ----------- Article X Agreement and in the Depository Agreement. Notwithstanding approval of the foregoing or anything to Merger by the contrary contained in this AgreementMembers shall constitute approval of the Escrow Agreement and of all the arrangements relating thereto, including, without limitation, the indemnification obligations placement of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited Securities and present Proceeds in the Escrow Fund and Onvia shall not be entitled the appointment of the Members’ Representative. No Escrow Securities contributed to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms shall be unvested or subject to any right of the Depository Agreement; providedrepurchase, however, that in the case risk of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents forfeiture or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited tocondition in favor of Parent, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold Surviving Corporation or the limitations or requirements of this Article X or Section 11.1other entity.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after (a) At the Effective Time, Acquirer shall withhold the Cash Escrow Shares Amount and the Stock Escrow Amount from the Merger Consideration payable and issuable pursuant to Section 1.3(a)(i) and shall be deposited deposit the Cash Escrow Amount and the Stock Escrow Amount with U.S. Stock Transfer Corporation Citibank, N.A. (or such other another institution selected by Onvia with Acquirer and reasonably satisfactory to the reasonable consent of ZanovaCompany) as depository escrow agent (the "Depository “Escrow Agent"”) (the aggregate amount of cash and shares of Acquirer Common Stock so held by the Escrow Agent from time to time, together with any non-taxable stock dividends declared and paid in respect of such shares, the “Escrow Fund”), such deposit to constitute the which Escrow ---------------- Fund (the "Escrow Fund") and to shall be governed by this Agreement and the terms set forth escrow agreement in this ----------- Article X substantially the form attached hereto as Exhibit I with such changes as Acquirer and the Stockholders’ Agent may agree in writing (the Depository “Escrow Agreement”). Notwithstanding The Escrow Fund shall constitute security for the foregoing benefit of Acquirer (on behalf of itself or anything any other Indemnified Person) with respect to the contrary contained in this Agreement, any Indemnifiable Damages pursuant to the indemnification obligations of the Former Zanova Stockholders pursuant to Converting Holders under Section 1.6(i) and this Article X or otherwise VIII. Subject to Section 8.4, the Escrow Agent shall be limited hold that portion Escrow Fund other than the Mini-Escrow Fund (such portion, the “First Distribution Amount”) until 11:59 p.m. local time on the date that is 18 months after the Effective Time (the “First Escrow Release Date”) and shall hold the remainder of the Escrow Fund until 11:59 p.m. local time on the date that is three years after the Effective Time (the “Second Escrow Release Date”). Except to the Escrow Shares deposited and present extent there is a cancellation of shares of Acquirer Common Stock held in the Escrow Fund in connection with Indemnifiable Damages, shares of Acquirer Common Stock held in the Escrow Fund shall be treated by Acquirer as issued and Onvia outstanding stock of Acquirer, and the Converting Holders shall not be entitled to pursue any claims exercise voting rights (which rights shall be exercised on behalf of such Converting Holders by the Stockholders’ Agent) and to receive dividends with respect to such shares. The Converting Holders shall be treated for indemnification under this Article X or otherwise against tax reporting purposes as the Former Zanova Stockholders directly or personallyowners of the Stock Escrow Amount. Acquirer shall be treated for tax purposes as the owner of the Cash Escrow Amount, and all interest and other income earned on the sole recourse Cash Escrow Amount, if any, shall, as of Onvia shall the end of each calendar year and to the extent required by the Applicable Law, be to make claims against reported as having been earned by Acquirer, whether or not such income was disbursed during such calendar year. 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 accordance with satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion distribution of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined Fund to any Converting Holder in accordance with Section 10.6; and provided further8.1(b), howeverexcept that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Escrow Fund by will, Onvia may bring claims against one by the laws of intestacy or more Former Zanova Stockholders for breaches by other operation of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1law.

Escrow Fund. Except At the Effective Time, each Company Stockholder will be deemed to have received and deposited with the Escrow Agent (as contemplated by defined below) such stockholder’s pro rata portion of the Escrow Amount, in accordance with the provisions of Section 11.11.8(b), ----------- as security and the sole and exclusive recourse for the indemnities and breaches without any act of any representationsCompany Stockholder. The Company Stockholders shall not be deemed to have received the cash portion of the Escrow Amount until such stockholders actually receive delivery of such cash from the Escrow Agent pursuant to the provisions of Section 7.2(c). Each holder of assumed Company Options shall contribute shares of Parent Common Stock to the Escrow Fund upon exercise of such assumed Company Options in accordance with the provisions of Section 1.8(b). To the extent that a holder of assumed Company Options does not fund fully his or her pro rata portion of the Escrow Amount during the Escrow Period, warranties or covenants contained Parent shall have the right to recover Losses that were not paid in full from the Escrow Amount from such holder after the termination of the Escrow Amount as such holder exercises the assumed Company Options; provided however, that Parent’s right of recovery described in this Agreement or of representations, warranties or covenants of Zanova in any sentence shall not exceed what would have been such holder’s pro rata portion of the other Transaction Documents, as Escrow Amount if such holder had funded fully his or her portion of the Escrow Amount. As soon as practicable after the Effective Time, without any act of any Company Stockholder, Parent will deposit the Escrow Shares shall be deposited Amount with U.S. Stock Transfer Corporation Bank Trust, N.A. (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaSecurityholder Agent (as defined in Section 7.2(i) as depository agent below)) (the "Depository “Escrow Agent"”), the deposit of the cash portion of such deposit Escrow Amount to constitute the Escrow ---------------- Fund a cash escrow fund (the "“Cash Escrow Fund"”) and the deposit of the Parent Common Stock portion of such Escrow Amount to constitute a stock escrow fund (the “Stock Escrow Fund), (the Cash Escrow Fund and Stock Escrow Fund shall together constitute the “Escrow Fund”) to be governed by the terms set forth in this ----------- Article X herein and in the Depository Agreementat Parent’s cost and expense. Notwithstanding the foregoing or anything Parent will make additional contributions to the contrary contained in this Agreement, the indemnification obligations Stock Escrow Fund as holders of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the assumed Company Options exercise such options. The Cash Escrow Fund and Onvia Stock Escrow Fund shall not be maintained separately by the Escrow Agent. Parent and Company hereby agree that the Cash Escrow Fund shall be treated as an installment obligation for purposes of Code section 453 and neither party shall take any action or filing position inconsistent with such characterization. The Escrow Amount shall be available to compensate any Parent Indemnified Party for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to pursue any claims for indemnification recovery under this Article X or otherwise against VII. Parent and the Former Zanova Stockholders directly or personallyCompany 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 Total Transaction Value. 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 sole recourse date hereof, shall not affect the binding nature of Onvia shall be to make claims against the Escrow Fund in accordance with the terms this Agreement as of the Depository Agreement; provided, however, that in date hereof between the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1signatories hereto.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security In addition to the Escrow Shares and the sole Escrow Notes, the Escrow Fund shall consist of (i) any Additional Escrow Shares in accordance with Section 8.1 of the Merger Agreement, which shares shall be deposited into the Escrow Fund as of the date of such issuance or distribution and exclusive recourse for become part of the indemnities Escrow Shares, and breaches (ii) during the Escrow Period, any proceeds resulting from (A) payment or prepayment of interest or principal owing under the Escrow Notes, and (B) the sale or other disposition of any representations, warranties or covenants contained in this Agreement or Escrow Shares. Exhibit A hereto sets forth the name of representations, warranties or covenants each REBA Stockholder and the number of Zanova in any Escrow Shares and the principle amxxxx of Escrow Notes contributed to the Escrow Fund on behalf of each such REBA Stockholder pursuant to Section 8 of the other Transaction DocumentsMerger Agreement. Exhibxx X also sets forth each REBA Stockholder's "proportionate interest" in the Escrow Shares and Xxxxow Notes. Receipt of the Escrow Fund (including, without limitation, any Additional Escrow Shares) shall be confirmed by the Escrow Agent as soon as practicable after the Effective Time, the Escrow Shares by account statement and any discrepancies in any such account statement shall be deposited with U.S. Stock Transfer Corporation (or such other institution selected noted by Onvia with Acquiror and the reasonable consent of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Fund (the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova REBA Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in Agent within 30 calendar days after rxxxxpt thereof. Failure to inform the Escrow Fund and Onvia Agent in writing of any discrepancies in any such account statement within said 30-day period shall not conclusively be entitled deemed confirmation of such account settlement in its entirety. The Escrow Agent shall have no duty to pursue any claims for indemnification under this Article X confirm or otherwise against verify the Former Zanova Stockholders directly sufficiency, appropriateness or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion accuracy of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Fund.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as As security and the sole and exclusive recourse for the indemnities indemnity provided for in this Article 8 and breaches by virtue of this Agreement, the Shareholders 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 with respect to the Escrow Amount) without any act of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as Shareholder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any Shareholder, will be deposited with U.S. Stock Transfer Corporation J.X. Xxxxxx Trust Company, National Association (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaShareholder Representative) as depository agent Escrow Agent (the "Depository “Escrow Agent"”), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "“Escrow Fund"”) and to be governed by the terms set forth in herein. The Escrow Agent may execute this ----------- Article X Agreement following the date hereof, and in such later execution, if so executed after the Depository Agreementdate hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Notwithstanding The portion of the foregoing Escrow Amount contributed on behalf of each Shareholder shall be as provided under Section 2.04. The Shareholders 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 anything to affiliates (including the contrary 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 indemnification obligations Company to perform or comply with any covenant contained in this Agreement, or (iii) any action, suit or proceeding which is pending or threatened against the Company as of the Former Zanova Stockholders Effective Time. No Shareholder shall have any right to contribution from the Company for any claim made by Parent after the Effective Time. Notwithstanding anything in the preceding language to the contrary, the Parent may not receive any distribution from the Escrow Fund in respect of any Loss subject to indemnification pursuant to this Article X 8 unless the amount of any such Loss equals or otherwise shall be limited exceeds $25,000 and until an Officers’ Certificate identifying Losses, which in the aggregate exceed $1,000,000 (the “Basket Amount”), have been delivered to the Escrow Shares deposited and present Agent as provided in the Escrow Fund and Onvia paragraph (e) below in which case Parent shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against recover all Losses including the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository AgreementBasket Amount; provided, however, that any Loss resulting from the inaccuracy or breach of Section 2.03(c), 4.05 or 6.20 hereof shall be recoverable from the first dollar and not subject to the Basket Amount nor shall it be included in calculating whether the case Basket Amount has otherwise been exceeded; and provided, further, that any claim resulting from the inaccuracy or breach of Section 4.26 shall be reduced to the extent that such inaccuracy or breach actually reduces any Tax otherwise payable by Parent, the Company, or any Subsidiary of the matters specified Company in Section 11.1(a), respect of any taxable year (bor portion thereof) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one ending on or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard prior to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Expiration Date.

Escrow Fund. Except as contemplated by Section 11.1Concurrently with the execution and delivery of the Escrow Agreement, ----------- as security and pursuant to applicable provisions thereof, the sole parties shall cause the Escrow Agent to establish (a) an escrow account to hold in trust the Indemnity Escrow Amount, together with any interest and exclusive recourse for earnings accrued thereon (the indemnities “Indemnity Escrow Fund”), and breaches (b) an escrow account to hold in trust the Adjustment Escrow Amount, together with any interest and earnings accrued thereon (the “Adjustment Escrow Fund”, together with the Indemnity Escrow Fund, the “Escrow Fund”), in accordance with the Escrow Agreement, free of any representations, warranties Encumbrance or covenants contained in this Agreement or other claim of representations, warranties or covenants any creditor of Zanova in any of the other Transaction Documentsparties, as soon as practicable after which amount, in respect of the Effective Time, the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Fund (the "Adjustment Escrow Fund") and to , will be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything payable to the contrary contained Sellers less any amount paid to the Purchaser as an adjustment to the Purchase Price pursuant to Section 2.2 and, in this Agreement, the indemnification obligations respect of the Former Zanova Stockholders Indemnity Escrow Fund, will be payable to the Sellers less any pending or paid indemnification claims asserted pursuant to this Article X 10 or otherwise shall be limited to the Escrow Shares deposited and present in the Article 11. The Indemnity Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Adjustment Escrow Fund will be held in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) this Agreement and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Agreement. The Adjustment Escrow Period) exceed the value of the Escrow Shares as determined Fund will be released in accordance with Section 10.6; 2.2(h) and the Indemnity Escrow Fund will be held for a period beginning on the Closing Date and ending on the later of (i) the first anniversary of the Closing Date or (ii) March 31 of the calendar year after the calendar year in which the Closing occurs (the “Escrow Survival Date”), subject to extension as provided furtherin the Escrow Agreement with respect to claims that remain subject to dispute on such date. Within five (5) Business Days of the Escrow Survival Date, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or Purchaser and Sellers shall cause the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard Escrow Agent to release and pay to Sellers an amount equal to the Indemnification Threshold, Indemnity Escrow Fund then held by the Indemnification Threshold or Escrow Agent less the limitations or requirements of this Article X or Section 11.1amount in the aggregate amount subject to any Claim Notice.

Escrow Fund. Except At the Effective Time the Company's shareholders and holders of Assumed Warrants will be deemed to have received and deposited with the Escrow Agent (as contemplated by Section 11.1, ----------- as security and defined below) the sole and exclusive recourse for the indemnities and breaches Escrow Amount without any act of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as such holder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any shareholder or holder of Assumed Warrants, will be deposited with U.S. Stock Transfer Corporation Bank, N.A. (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaSecurityholder Agent (as defined in Section 7.2(g) below)), as depository agent Escrow Agent (the "Depository Escrow Agent"), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and 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 be equal to the sum of the Common Per Share Escrow Amount, Series A Per Share Escrow Amount, Series B Per Share Escrow Amount, Series C Per Share Escrow Amount, Series D Per Share Escrow Amount and / or Series E Per Share Escrow Amount otherwise payable to such holder under Section 1.7 hereof in respect of the shares of Company Capital Stock held by such holder (the "Aggregate Per Shareholder Escrow Amount"). The portion of the Escrow Amount contributed on behalf of each holder of an Assumed Warrant shall be equal to the Aggregate Per Shareholder Escrow Amount that such holder would have been entitled to receive in respect of the shares of Company Capital Stock subject to such Assumed Warrant pursuant to Section 1.7 hereof if the Assumed Warrant had been exercised in full prior to the Effective Time (the "Aggregate Per Warrantholder Escrow Amount"). The Escrow Fund shall be available to indemnify, hold harmless and compensate Parent, its officers, directors, employees, agents and affiliates, including the Surviving Corporation (each an "Indemnified Party" and collectively the "Indemnified Parties"), for and against any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses and expenses of investigation and defense (each a "Loss" and collectively "Losses"), incurred, directly or indirectly, by any Indemnified Party as a result or arising out of: (i) any inaccuracy or breach of any representation or warranty of the Company contained herein (it being understood that for purposes of determining the accuracy of such representations and warranties under this Section 7.2, such determination shall be made without giving effect to any materiality, Material Adverse Effect or Knowledge qualifications contained in such representations and warranties); (ii) any failure by the Company to perform or comply with any covenant contained in this ----------- Article X and Agreement that is required to be performed or complied with by the Company prior to the Closing (it being understood that for purposes of determining whether any such failure has occurred under this Section 7.2, no effect shall be given to any materiality or Material Adverse Effect qualifications contained in the Depository Agreementany such covenant); (iii) any Dissenting Share Costs; (iv) any Excess Bridge Debt Amount; or (v) any Undisclosed Excess Expense Amount. Notwithstanding the foregoing or anything foregoing, there shall be no right to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to clauses (i) and (ii) of this Article X Section 7.2(a) until one or otherwise more Officer's Certificates (as defined in Section 7.2(d) hereof) identifying aggregate Losses incurred thereunder in excess of $67,500 (the "Deductible Amount") shall be limited have been delivered to the Escrow Shares deposited and present Agent as provided in Section 7.2(d) hereof, in which event the Escrow Fund and Onvia Indemnified Parties shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that only such Losses as in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value Deductible Amount. Nothing herein shall limit the liability of the Escrow Shares as determined in accordance with Section 10.6; and provided furtherCompany for any breach of any representation, however, Onvia may bring claims against one warranty or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or covenant if the Transaction Documents (including, but Merger does not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1close.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after (a) At the Effective Time, Acquirer shall withhold the Escrow Shares Amount from the Merger Consideration otherwise payable pursuant to Section 1.3(a)(i) (with respect to shares of Company Capital Stock), Section 1.3(a)(iii) (with respect to vested In the Money Options) and Section 1.3(a)(iv) (with respect to In the Money Warrants) and shall be deposited deposit the Escrow Amount with U.S. Stock Transfer Corporation Bank National Association (or such other another institution selected by Onvia with Acquirer and reasonably satisfactory to the reasonable consent of ZanovaCompany) as depository escrow agent (the "Depository “Escrow Agent"”) (the aggregate amount of cash so held by the Escrow Agent from time to time, together with any interest earned on such cash, the “Escrow Fund”), such deposit to constitute the which Escrow ---------------- Fund (the "Escrow Fund") and to shall be governed by this Agreement and the terms set forth in this ----------- Article X and in the Depository Escrow Agreement. Notwithstanding The Escrow Fund shall constitute partial security for the foregoing benefit of Acquirer (on behalf of itself or anything any other Indemnified Person) with respect to the contrary contained in this Agreement, any Indemnifiable Damages pursuant to the indemnification obligations of the Former Zanova Stockholders pursuant to Converting Holders under Section 1.5 and the indemnification obligations of the Converting Holders under this Article X or otherwise shall be limited VIII. Subject to Section 8.4, the Escrow Shares deposited and present Agent shall hold the Escrow Fund until 11:59 p.m. local time on the date (the “Escrow Release Date”) that is 15 months after the Effective Time. Except as provided in the Escrow Fund and Onvia Agreement, the Converting Holders shall not be entitled to pursue any claims for indemnification under this Article X receive interest or otherwise against other earnings on the Former Zanova Stockholders directly or personally, and cash in the sole recourse of Onvia shall be to make claims against 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 accordance with satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion distribution of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined Fund to any Converting Holder in accordance with Section 10.6; and provided further8.1(b), howeverexcept that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Escrow Fund by will, Onvia may bring claims against one by the laws of intestacy or more Former Zanova Stockholders for breaches by other operation of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1law.

Escrow Fund. Except as contemplated by (a) Prior to any amount being distributed to any Company Holder pursuant to Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time2.6, the Escrow Shares shall Fund will be withheld from the Merger Consideration and deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Agent. The Indemnity Portion of the Escrow Fund (will be held for the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, purpose of securing the indemnification obligations of the Former Zanova Stockholders Company set forth in this Agreement and the obligations pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited Section 2.13(d) and present in Section 7.5. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing the obligations of the Company Holders set forth in Section 2.13 of this Agreement. The Stockholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Stockholders’ Agent arising in connection with the administration of the Stockholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with the amount withheld equal to such Company Holder’s Company Holder Percentage Interest of the aggregate amount of Merger Consideration otherwise payable to such Company Holder pursuant to Section 2.6. The Escrow Agreement will provide for (i) the release, subject to a reserve for pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account within five (5) Business Days after the eighteen (18)-month anniversary of the Closing Date, (ii) the release of the Adjustment Portion of the Escrow Fund upon Final Merger Consideration being finally determined pursuant to Section 2.13, and Onvia (iii) the release of the Stockholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Stockholders’ Agent. Upon the release and distribution to the Company Holders of any portion of the Escrow Fund, each Company Holder shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against receive an amount equal to the Former Zanova Stockholders directly or personally, and the sole recourse portion of Onvia shall be to make claims against the Escrow Fund in accordance with being released and distributed multiplied by the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Company Holder’s Company Holder Percentage Interest.

Escrow Fund. Except as contemplated by Section 11.1On or prior to the Closing, ----------- as security the Seller and the sole and exclusive recourse for Purchaser shall enter into an escrow agreement, in substantially the indemnities and breaches of any representationsform attached hereto as Exhibit D (the “Escrow Agreement”), warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any with the Escrow Agent. Pursuant to the terms of the other Transaction DocumentsEscrow Agreement, as soon as practicable after the Effective TimePurchaser will create the escrow fund (the “Escrow Fund”) on the date specified in Section 1.3(b) above (the “Escrow Creation Date”) by depositing the Escrow Amount with the Escrow Agent on the Escrow Creation Date. The Escrow Agent shall hold the Escrow Fund in an escrow account and invest the Escrow Fund in a money market fund mutually agreed upon by the Seller and the Purchaser (“Investment Fund”). In addition, the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation (or Agent will not transfer any interest in such other institution selected by Onvia with Escrow Fund except pursuant to the reasonable consent terms of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Fund (the "Escrow Fund") and Agreement. Subject to be governed by the terms set forth in this ----------- Article X and in of the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Escrow Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited Escrow Amount still held in escrow (including accrued interest to the Escrow Shares deposited and present extent provided in the Escrow Fund Agreement) and Onvia shall not be entitled subject to pursue any pending, unresolved claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia thereunder shall be to make claims against released from the Escrow Fund to the Purchaser ten (10) Business Days following the end of the General Survival Period. Any distributions from the Escrow Fund shall be governed pursuant to and in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion conditions of the Escrow Period until Agreement. The parties agree that, consistent with Proposed Treasury Regulation Section 1.468B-8, for Tax reporting purposes, the expiration of Seller shall be deemed the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value owner of the Escrow Shares Amount and all interest or other income earned from the investment of the Escrow Amount or any portion thereof in any Tax year shall be reported as allocated to the Seller until the distribution of the Escrow Amount (or portions thereof) is determined and thereafter to the Seller and the Purchaser in accordance with their respective interests in the Escrow Amount consistent with Proposed Treasury Regulation Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.11.468B-8.

Escrow Fund. Except Pursuant to Section 2.2.1 of the Merger Agreement, at or within a reasonable time after the Closing, Merger Sub shall deposit with the Escrow Agent (i) an amount of aggregate Cash Merger Consideration equal to $490,000 (the “Initial Escrowed Cash Amount”) and (ii) 787,500 shares of Stock Merger Consideration (the “Escrowed TIGroup Common Stock” and, together with the Initial Escrowed Cash Amount, the “Initial Escrow Deposit”). In addition, from time to time after the Closing Date, Parent and/or the Surviving Corporation also shall deposit with the Escrow Agent additional amounts of cash, as contemplated by Section 11.1necessary, ----------- so that, immediately after each Escrowed Cash Distribution Date (as security defined below), the aggregate amount of cash deposited with the Escrow Agent is equal to the product of (1) fifty percent (50%) and (2) the sole difference between (x) the Total Deferred Cash Merger Consideration amount (i.e., $980,000) that is due and exclusive recourse payable to the Target Shareholders as of the relevant determination date (as adjusted for the indemnities amount of Total Deferred Cash Merger Consideration that was due, but is no longer payable, to Target Shareholders who are no longer Eligible Target Shareholders as of such determination date), and breaches (2) the aggregate amount of any representations, warranties Total Deferred Cash Merger Consideration that has been distributed to the Target Shareholders (or covenants contained in deemed to distributed to the Target Shareholders under Section 5 of this Escrow Agreement) previously under Section 3 (or Section 5) of this Escrow Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time(collectively, the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent (the "Depository Agent"“Additional Escrowed Cash Amounts”), such deposit to constitute the Escrow ---------------- Fund (the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that, under no circumstances shall Parent and/or the Surviving Corporation fail to make deposits of Additional Escrowed Cash Amounts that in are less than the case aggregate amount of Total Cash Merger Consideration that is due to be distributed on the matters specified next Escrowed Cash Distribution Date (as defined below). The Escrow Agent shall hold the Initial Escrow Deposit and any Additional Escrowed Cash Amounts, and, subject to the terms and conditions hereof, shall invest and reinvest the Initial Escrowed Cash Amount and any Additional Escrowed Cash Amounts and the proceeds thereof (collectively, and together with the Escrowed TIGroup Common Stock, the “Escrow Fund”) as directed in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.14 below.

Escrow Fund. Except as contemplated As security for the indemnity provided for in Section ----------- ------- 7.2 hereof and by Section 11.1, ----------- as security virtue of this Agreement and the sole approval of this Agreement --- and exclusive recourse for the indemnities Merger by the Company's Board of Directors and breaches the Company Shareholders, the Company Shareholders 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 representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as Company Shareholder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any Company Shareholder, will be deposited with U.S. Stock Transfer Corporation Bank Trust (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaCompany Shareholders) as depository agent Escrow Agent (the "Depository Escrow Agent"), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and to be governed by the terms set forth in herein. The Escrow Agent may execute this ----------- Article X Agreement following the date hereof and in the Depository Agreement. Notwithstanding the foregoing or anything prior to the contrary Effective Time, 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 Company Shareholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). -------------- By virtue of the approval of this Agreement and the Merger by the Company Board of Directors and the Company Shareholders, the Company Shareholders jointly agree to 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 indemnification obligations Company to perform or comply with any covenant contained in this Agreement, or (iii) any violation of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited California securities laws with respect to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X Company's employee stock or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreementstock option plan; provided, however, that in the case of the matters specified in Section 11.1(a)that, (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period except -------- ------- as set forth in Section 7.4, the applicable subsection; aggregate amount for which the Company ----------- Shareholders are required to indemnify the Indemnified Parties shall not exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and provided furtherits affiliates for any such Losses. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of the Company for any breach of any representation, however, that Onvia warranty or covenant if the Merger does not close for reasons other than Parent's breach of its obligations hereunder. Parent may not recover amounts that in the aggregate (when combined with amounts recovered during receive any shares from the Escrow PeriodFund unless and until an Officer's Certificate (as defined in paragraph (d) exceed the value of below) identifying Losses has been delivered to the Escrow Shares Agent as determined provided in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents paragraph (including, but not limited to, the Letter of Transmittald) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1below.

Escrow Fund. Except As sole security (except for fraudulent acts as contemplated by set forth in Section 11.1, ----------- as security and the sole and exclusive recourse 8.6) for the indemnities indemnity provided for in Section 8.2 hereof, Four Hundred Forty One Thousand Three Hundred Twenty-Seven Dollars and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time, the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation Sixteen Cents (or such other institution selected by Onvia with the reasonable consent of Zanova$441,327.16) as depository agent (the "Depository Escrow Amount") of the cash consideration to be paid to the Indemnifying Sellers, as identified in Exhibit A, shall without any act of such holders, be deposited by NPI in an interest bearing escrow account with Millennium Bank as Escrow Agent (the "Escrow Agent"), at the Closing, such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X Agreement and in the Depository Agreement. Notwithstanding the foregoing or anything pursuant to the contrary contained in this escrow agreement to be signed and delivered at the Closing (the "Escrow Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to "). All interest accrued on the Escrow Shares deposited and present Fund that remains in the Escrow Fund on the Escrow Termination Date and Onvia is not subject to an Identifiable Claim for Damages on such date shall be distributed to the Indemnifying Sellers in accordance with Section 8.10. The Escrow Fund shall not be entitled subject to pursue any claims for indemnification under this Article X or otherwise against of the Former Zanova Stockholders directly or personally, creditors of NPI and shall constitute the sole recourse property of Onvia shall the Indemnifying Sellers subject to the terms and conditions set forth herein. The Escrow Amount to be to make claims against placed in the Escrow Fund shall be allocated among the Indemnifying Sellers on a pro-rata basis in accordance with the number of NVC Shares held by such Indemnifying Seller immediately prior to the Closing, as set forth in Exhibit A. Upon compliance with the terms hereof and subject to the provisions of Section 8.13, NPI shall be entitled to obtain indemnity from the Depository Agreement; provided, however, that Escrow Fund for all Damages. NPI shall compensate the Escrow Agent for its services in maintaining the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion Escrow Fund. No part of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during Fund shall be used to pay the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Agent.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after At the Effective Time, the Escrow Shares Parent shall be deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent pay to Mellon Trust of Zanova) as depository agent (the "Depository Agent")New England, such deposit to constitute the Escrow ---------------- Fund N.A. (the "Escrow FundAgent") and an amount in cash equal to $13,000,000 (the "Escrow Amount" ). The Escrow Amount will be governed held by the terms set forth Escrow Agent in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders escrow pursuant to this Article X or otherwise shall be limited to the an Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance Agreement consistent with the terms of this Agreement and reasonably acceptable to Parent and the Depository Company (the "Escrow Agreement; provided, however, that " ) and shall be so held in the case escrow pending calculation of the matters specified Final Net Working Capital as set forth in Section 11.1(a2.1(g)(v) and pending resolution of claims for indemnification (if any) pursuant to Section 8.2. The Escrow Amount shall bear interest, which shall be added to and become part of the Escrow Amount. The Escrow Agent shall release to the Paying Agent (or to the Surviving Corporation if the Paying Agent has distributed all remaining funds in accordance with this Section 2.2) (A) on the date which is six (6) months following the Closing Date (the "First Escrow Release Date" ), the lesser of (I) $4,000,000, and (II) the aggregate amount of funds remaining in escrow under the Escrow Agreement (the "Remaining Amount" ) at such time, out of the remaining balance of the Escrow Amount, (B) on the date which is twelve (12) months following the Closing Date (the "Second Escrow Release Date"), the lesser of (I) $4,000,000, and (II) the Remaining Amount at such time, out of the remaining balance of the Escrow Amount, and (C) on the date which is eighteen (18) months following the Closing Date (the "Final Escrow Release Date" and, collectively, together with the Second Escrow Release Date or the First Escrow Release Date, an "Escrow Release Dates"), the Escrow Agent shall release the remaining balance of the Escrow Amount, plus any interest earned thereon, in each case referred to in clause (A), (bB) and or (cC) Onvia may bring of this sentence, for payment to the Company Equity Holders as hereinafter provided. Any amount released by the Escrow Agent to the Paying Agent on an Escrow Release Date shall then be paid by the Paying Agent (or the Surviving Corporation if it has succeeded to the obligations of the Paying Agent pursuant to this Section 2.2) to the Company Equity Holders based on each such Company Equity Holder's Pro Rata Share. Notwithstanding the foregoing, if, on the Final Escrow Release Date, there are any pending claims against by a Parent Indemnified Party for Losses that are contested or not resolved, the Former Zanova Stockholders after the conclusion Escrow Agent shall continue to hold that portion of the Escrow Period until Amount equal to the expiration amount of such pending claim on that date (the "Pending Claim Amount") in escrow for the benefit of the period set forth Parent Indemnified Parties. Upon the final resolution of any such claim described in the applicable subsection; and provided furtherpreceding sentence, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed Agent shall release the value amount held in escrow on account thereof, plus any interest earned thereon (as the same may have been reduced by the amount of such claim resolved in favor of the Escrow Shares as determined Parent Indemnified Party) to the Paying Agent (or to the Surviving Corporation if the Paying Agent has distributed all remaining funds in accordance with this Section 10.6; 2.2) and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made such amount shall then be paid by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement the Paying Agent (or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard Surviving Corporation if it has succeeded to the Indemnification Thresholdobligations of the Paying Agent pursuant to this Section 2.2) to the Company Equity Holders, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1based on each such Company Equity Holder's Pro Rata Share.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as As security and the sole and exclusive recourse for the indemnities indemnity provided for in Section 7.2 hereof and breaches by virtue of this Agreement, the Company Shareholders 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 representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as Company Shareholder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any Company Shareholder, will be deposited with U.S. Stock Transfer Corporation Bank Trust (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaCompany Shareholders) as depository agent Escrow Agent (the "Depository Escrow Agent"), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and to be governed by the terms set forth in herein. The Escrow Agent may execute this ----------- Article X Agreement following the date hereof and in the Depository Agreement. Notwithstanding the foregoing or anything prior to the contrary Effective Time, 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 Company Shareholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Company Shareholders jointly agree to 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, or (ii) any failure by the indemnification obligations of the Former Zanova Stockholders pursuant Company to perform or comply with any covenant contained in this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a)that, (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period except as set forth in Section 7.4, the applicable subsection; aggregate amount for which the Company Shareholders are required to indemnify the Indemnified Parties shall not exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and provided furtherits affiliates for any such Losses. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of the Company and the Principal Shareholder for any breach of any representation, however, that Onvia warranty or covenant if the Merger does not close for reasons other than Parent's breach of its obligations hereunder. Parent may not recover amounts that in the aggregate (when combined with amounts recovered during receive any shares from the Escrow PeriodFund unless and until an Officer's Certificate (as defined in paragraph (d) exceed the value of below) identify Losses have been delivered to the Escrow Shares Agent as determined provided in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents paragraph (including, but not limited to, the Letter of Transmittald) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1below.

Escrow Fund. Except At the Effective Time, the OptaPhone Shareholders will be deemed to have received and deposited with the Escrow Agent (as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches defined below) an aggregate of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any $200,000 of the other Transaction Documents, as Total Merger Consideration (the "Escrow Amount"). As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any OptaPhone Shareholder, will be deposited with U.S. Stock Transfer Corporation an institution designated by Zhone and reasonably acceptable to the Shareholder Agent (or such other institution selected by Onvia with the reasonable consent of Zanovaas defined in Section 11.6 below)) as depository escrow agent (the "Depository Escrow Agent"), such deposit to . The Escrow Amount shall constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and to shall be governed by the terms set forth in this ----------- Article X herein and in an escrow agreement to be entered into by and among, Zhone, the Depository Shareholder Agent and the Escrow Agent on terms which are reasonably acceptable to Zhone and the Shareholder Agent (the "Escrow Agreement"), and at Zhone's cost and expense. Notwithstanding The portion of the foregoing or anything Escrow Amount contributed on behalf of each OptaPhone Shareholder shall be in proportion to the contrary contained in this Agreement, the indemnification obligations portion of the Former Zanova Stockholders pursuant Total Merger Consideration that such holder would otherwise be entitled to this Article X or otherwise receive under Section 2.5. The Escrow Fund shall be limited the sole and exclusive remedy available to compensate any member of the Zhone Group for Zhone Losses. Subject to the Escrow Shares deposited and present in following requirements, the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against in existence immediately following the Escrow Fund in accordance with Effective Time and shall terminate at 5:00 p.m., California time, on the terms first anniversary of the Depository AgreementClosing Date (the "Escrow Period"); provided, however, that the Escrow Period shall not terminate with respect to such amount (or some portion thereof) that is necessary in the case reasonable judgment of Zhone to satisfy any unsatisfied claims concerning facts and circumstances existing prior to the contemplated date of the matters termination of such Escrow Period, each as specified in Section 11.1(a)an Officer's Certificate (as defined below) delivered to the Escrow Agent prior to the contemplated date of the termination of such Escrow Period. As soon as all such claims have been resolved, (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after Escrow Agent shall deliver to the conclusion shareholders of OptaPhone the remaining portion of the Escrow Period until Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the expiration of the period set forth OptaPhone Shareholders pursuant to this Section 11.3 shall be made in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during proportion to their respective original contributions to the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Fund.

Escrow Fund. Except as contemplated by Section 11.1Upon the Closing, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time, Parent shall withhold the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation (Amount and deliver it to a bank or such other institution trust company selected by Onvia with the reasonable consent of Zanova) Parent as depository escrow agent (the "Depository Escrow Agent"), such deposit to constitute be held by the Escrow ---------------- Fund Agent as collateral (the "Escrow Fund") and to secure the rights of the Indemnitees under Article 9 hereof. The Escrow Fund shall be governed held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit C (the "Escrow Agreement"). Subject to the next sentence of this Section 1.9, $4.25 million of the Escrow Fund shall be held as an indemnification fund by the terms set forth in this ----------- Escrow Agent until the eighteen (18) month anniversary of the Closing Date (the "Initial Escrow Period"), and $2.00 million of the Escrow Fund shall be held as an indemnification fund by the Escrow Agent until the thirty six (36) month anniversary of the Closing Date (the "Subsequent Escrow Period" and together with the Initial Escrow Period, the "Escrow Period"). In the event any Indemnitee has made a claim under Article X 9 prior to the end of the applicable Escrow Period, then the applicable Escrow Period shall continue solely with respect to such claim (and the Escrow Agent will continue to hold in the Depository Agreement. Notwithstanding the foregoing or anything Escrow Fund an amount held in reserve with respect to such unresolved claim equal to the contrary contained amount of Damages indicated by such Indemnitee(s) in such claim) until such claim is fully and finally resolved. By approving the principal terms of this Agreement, the indemnification obligations Principal Shareholder and the other approving shareholders, on behalf of all Company shareholders, shall, without any further act of any Company shareholder, be deemed to have consented to and approved (i) the use of the Former Zanova Stockholders pursuant Escrow Fund as collateral to this secure the rights of the Indemnitees under Article X or otherwise shall be limited to 9 in the Escrow Shares deposited manner set forth herein and present in the Escrow Fund Agreement, and Onvia shall not be entitled to pursue any claims for indemnification (ii) the appointment of the Company Shareholders' Representative (as defined in Section 10.1) as the representative under the Escrow Agreement of the Persons receiving Merger Consideration under this Article X or otherwise against Agreement and as the Former Zanova Stockholders directly or personally, attorney-in-fact and the sole recourse agent for and on behalf of Onvia shall be to make claims against the Escrow Fund in accordance with the terms each such Person (other than holders of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(aDissenting Shares), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after (a) At the Effective Time, Acquirer shall, as set forth in Section 1.4(c), withhold the Escrow Shares Amount minus the Escrow Amount RSU Reduction from the Merger Consideration payable pursuant to Section 1.3(a) and shall be deposited deposit the Escrow Amount minus the Escrow Amount RSU Reduction with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) JPMorgan Chase Bank, N.A. as depository escrow agent (the "Depository “Escrow Agent"”) (the aggregate amount of cash so held by the Escrow Agent from time to time, the “Escrow Fund”), such deposit to constitute the which Escrow ---------------- Fund (the "Escrow Fund") and to shall be governed by this Agreement and the terms set forth in this ----------- Article X and escrow agreement in the Depository form attached hereto as Exhibit R with such changes as Acquirer and the Securityholders’ Agent may agree in writing (the “Escrow Agreement”). Notwithstanding The Escrow Fund shall in all cases constitute the foregoing initial source of recovery and partial security for the benefit of Acquirer (on behalf of itself or anything any other Acquirer Indemnified Person) with respect to the contrary contained in this Agreement, any Indemnifiable Damages pursuant to the indemnification obligations of the Former Zanova Stockholders pursuant to this Company Securityholders under Section 1.6 and Article X or otherwise shall be limited to the Escrow Shares deposited VIII, and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) held and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined distributed in accordance with Section 10.6; 1.6 and provided furtherSection 8.1. Subject to Section 8.4, howeverthe Escrow Agent shall hold the Escrow Fund until 11:59 p.m. Eastern Time on the date (the “Escrow Release Date”) that is the 15 month anniversary of the Closing Date, Onvia or if a Satisfaction Event occurs, the date that is the 15 month anniversary of the Satisfaction Event. Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein may bring claims against one be pledged, subjected to any Encumbrance, sold, assigned or more Former Zanova Stockholders for breaches transferred by any Company Securityholder or be taken or reached by any legal or equitable process in satisfaction of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents any debt or other agreements or documents contemplated by this Agreement or the Transaction Documents (includingLiability of any Company Securityholder, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard each case prior to the Indemnification Thresholddistribution of the Escrow Fund to any Company Securityholder in accordance with Section 8.1(b), except that each Company Securityholder shall be entitled to assign such Company Securityholder’s rights to such Company Securityholder’s Escrow Distribution Pro Rata Share of the Indemnification Threshold Escrow Fund by will, by the laws of intestacy or the limitations or requirements by other operation of this Article X or Section 11.1law.

Escrow Fund. Except as contemplated by Section 11.1Notwithstanding the provisions of Sections 3.1(a)-(f), ----------- as security and Parent shall (i) (1) at the sole and exclusive recourse for the indemnities and breaches of any representationsClosing, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any (A) withhold from each Participating Stockholder a portion of the other Transaction DocumentsInitial Closing Consideration otherwise allocable to such Participating Stockholder equal to his, as soon as practicable after her or its Pro Rata Portion of the Effective TimeInitial Escrow Amount, (B) withhold from each Plan Participant, his, her or its Pro Rata Portion of the Initial Escrow Shares shall Amount, and (C) withhold from each Bonus Participant, his, her or its Pro Rata Portion of the Initial Escrow Amount, and (2) if Additional Total Consideration is paid prior to the Expiration Date, withhold from (A) each Participating Stockholder a portion of the Additional Escrow Amount otherwise allocable to such Participating Stockholder equal to his, her or its Pro Rata Portion of the Additional Escrow Amount, (B) withhold from each Plan Participant, his, her or its Pro Rata Portion of the Additional Escrow Amount, and (C) withhold from each Bonus Participant, his, her or its Pro Rata Portion of the Additional Escrow Amount, and (ii) cause such withheld amounts and shares to be deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository a mutually agreed upon escrow agent (the "Depository AgentESCROW AGENT"), such deposit to constitute the Escrow ---------------- Fund (the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository AgreementEscrow Agreement and Article IX (the "ESCROW FUND"); provided, however, that if Additional Total Consideration is paid after the Expiration Date and Parent has suffered Parent Indemnifiable Losses under Section 9.2 in the case excess of the matters specified in Section 11.1(a)Initial Escrow Amount, Parent shall deduct from (A) each Participating Stockholder his, her or its Pro Rata Portion of such Parent Indemnifiable Losses, not to exceed the Additional Escrow Amount otherwise allocable to such Participating Stockholder, (bB) withhold from each Plan Participant, his, her or its Pro Rata Portion of such Parent Indemnifiable Losses, not to exceed the Additional Escrow Amount otherwise allocable to such Plan Participant and (cC) Onvia may bring claims against withhold from each Bonus Participant, his, her or its Pro Rata Portion of such Parent Indemnifiable Losses, not to exceed the Former Zanova Additional Escrow Amount otherwise allocable to such Bonus Participant. The Participating Stockholders after shall have the conclusion sole and exclusive right to exercise any and all voting and consensual rights and powers, and shall be entitled to receive and retain any and all cash dividends, accruing to an owner of such Participating Stockholder's respective portion of the shares of Parent Common Stock pursuant to the terms of the Escrow Period until Agreement. For income tax purposes, the expiration Participating Stockholders shall be deemed the owners of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value their portion of the Escrow Shares as determined in accordance with Section 10.6; Fund, all earnings on investments of the Participating Stockholders' portion of the cash deposited by Parent shall be reported by the applicable Participating Stockholder, and provided further, however, Onvia may bring claims against one or more Former Zanova the Participating Stockholders will be responsible for breaches paying all taxes on such earnings. The parties hereto acknowledge and agree that they will not treat any portion of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this a payment to the Participating Stockholders from the Escrow Fund upon release of the amounts held pursuant to the Escrow Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard payment of interest to the Indemnification ThresholdParticipating Stockholders by Parent, except as otherwise required by a taxing authority. The parties shall instruct the Indemnification Threshold or Escrow Agent to disburse funds to the limitations or requirements Stockholder Representative for payment to the Participating Stockholders within thirty (30) days following each calendar year in an amount equal to the net amount of this Article X or Section 11.1all earnings on investments of such cash deposit held in the Escrow Fund allocable to the Participating Stockholders earned in such calendar year multiplied by forty-five percent (45%).

Escrow Fund. Except as contemplated by Section 11.1, ----------- as As security and the sole and exclusive recourse for the indemnities indemnity provided for in Section 7.2 hereof and breaches by virtue of this Agreement, the Company 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 representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as Company Stockholder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any Company Stockholder, will be deposited with U.S. Stock Transfer Corporation Bank Trust (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaCompany Stockholders) as depository agent Escrow Agent (the "Depository Escrow Agent"), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow Fund") and to be governed by the terms set forth in herein. The Escrow Agent may execute this ----------- Article X Agreement following the date hereof and in the Depository Agreement. Notwithstanding the foregoing or anything prior to the contrary Effective Time, 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 Company Stockholder shall be in proportion to the aggregate Parent Common Stock which such holder would otherwise be entitled under Section 1.6(a). The Company Stockholders jointly agree to 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, or (ii) any failure by the indemnification obligations of the Former Zanova Stockholders pursuant Company to perform or comply with any covenant contained in this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a)that, (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period except as set forth in Section 7.4, the applicable subsection; aggregate amount for which the Company Stockholders are required to indemnify the Indemnified Parties shall not exceed the amount deposited in the Escrow Fund. The Escrow Fund shall be available to compensate Parent and provided furtherits affiliates for any such Losses. The Company Stockholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent after the Effective Time. Nothing herein shall limit the liability of the Company for any breach of any representation, however, that Onvia warranty or covenant if the Merger does not close for reasons other than Parent's breach of its obligations hereunder. Parent may not recover amounts that receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d) below) identify Losses, the aggregate (when combined with amounts recovered during of which exceeds $70,000, have been delivered to the Escrow PeriodAgent as provided in paragraph (d) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1below.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties On or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as reasonably practicable after the Effective TimeClosing Date, in accordance with Section 3.05(a), the Escrow Shares Amount shall be deposited with U.S. Stock Transfer Corporation XX Xxxxxx & Co. (or such its successor in interest or other financial institution selected by Onvia Parent with the reasonable consent of Zanova) the other parties to the Escrow Agreement, which consent shall not be unreasonably withheld or delayed), as depository escrow agent (the "Depository “Escrow Agent"”). The Escrow Amount so deposited, such deposit to together with interest and other income thereon, if any, shall constitute the Escrow ---------------- Fund (the "“Escrow Fund") ” and to shall be governed by the terms set forth in this ----------- Article X Agreement and in the Depository Escrow Agreement. Notwithstanding the foregoing or anything The Escrow Fund shall be available to the contrary contained in this Agreement, compensate Parent pursuant to the indemnification obligations of the Former Zanova Stockholders pursuant to other parties hereto, including any indemnification claim made by Parent under this Article X or otherwise X. The Escrow Agreement shall have a term of 18 months. The Escrow Agreement shall provide that on the first anniversary of the Agreement all amounts other than the Escrow Reserve Amount (as defined below) shall be limited returned from the Escrow Fund (the “Initial Escrow Release Amount”), together with any interest accrued with respect to the Initial Escrow Shares deposited Release Amount. As used herein “Escrow Reserve Amount” shall mean $2,600,000 plus the amount of the estimated value of any asserted and present unresolved claims existing as of the first anniversary of the date of this Agreement. The Escrow Agreement shall provide that the Escrow Reserve Amount (together with any interest earned thereon) shall remain in the Escrow Fund for a period of 18 months following the date of this Agreement and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against released at the conclusion of that period, net of the estimated value of any asserted and unresolved claims, which amount shall be withheld from the amount released. The Shareholders Representatives will have the option of removing all of the cash from the Escrow Fund in accordance with at any time following the terms of establishment thereof if the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion amount of the Escrow Period until the expiration Fund is replaced with any irrevocable standby letter of the period set forth credit in favor of Parent issued by a bank reasonably satisfactory to Parent. Such letter of credit must be in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during same amount as the Escrow Period) exceed Fund at the value time of withdrawal, must be available for draw on the same terms as the Escrow Fund and must have a term identical to the remaining term of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Fund.

Escrow Fund. Except as contemplated by Prior to any amount being distributed to any Company Holder pursuant to Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time2.6, the Escrow Shares shall Fund will be withheld from the Merger Consideration and deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Agent. The Indemnity Portion of the Escrow Fund (will be held for the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, purpose of securing the indemnification obligations of the Former Zanova Stockholders pursuant to Company set forth in this Article X or otherwise shall be limited to the Escrow Shares deposited and present in Agreement. The Adjustment Portion of the Escrow Fund and Onvia shall not will be entitled to pursue held for the purpose of securing any claims for indemnification under this Article X or otherwise against obligation of the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be Company to make claims against a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the terms Company Holders) within five (5) Business Days after the final determination of the Depository Agreement; providedMerger Consideration pursuant to Section 2.13(c) (but, howeverfor the avoidance of doubt, that in the case of the matters specified in after any required payment to Purchaser pursuant to Section 11.1(a2.13(d) has been made), (bii) and (c) Onvia may bring claims against the Former Zanova Stockholders after release, subject to a reserve in the conclusion aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Period until Fund remaining in the expiration escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the period set forth Company for 2014 (such date to be confirmed in writing by Purchaser to the applicable subsectionShareholders’ Agent), or (B) April 1, 2015; and provided further, however, that Onvia may not recover amounts that in (iii) the aggregate (when combined with amounts recovered during release of the Escrow Period) exceed the value Shareholders’ Agent Expense Portion of the Escrow Shares as determined Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Escrow Fund.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as As security and the sole and exclusive recourse for the indemnities indemnity provided for in this Article VII and breaches by virtue of this Agreement, the 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 with respect to the Escrow Amount) without any act of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as Stockholder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any Stockholder, will be deposited with U.S. Stock Transfer Corporation Bank Trust, N.A. (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaStockholder Representative (as defined in SECTION 7.4) as depository agent Escrow Agent (the "Depository AgentESCROW AGENT"), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow FundESCROW FUND") and to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each Stockholder shall be in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything proportion to the contrary aggregate Parent Common Stock which such holder would otherwise be entitled under SECTION 1.6. The Stockholders jointly agree to 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, or (ii) any failure by the indemnification obligations of Company to perform or comply with any covenant contained in this Agreement; PROVIDED, HOWEVER, that, except as set forth in SECTION 7.6, the Former Zanova aggregate amount for which the Stockholders pursuant are required to this Article X or otherwise indemnify the Indemnified Parties shall be limited not exceed the amount deposited in the Escrow Fund. 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 exceeding $500,000 (the "BASKET AMOUNT") have been delivered to the Escrow Shares deposited and present Agent as provided in the Escrow Fund and Onvia paragraph (d) below, in which case Parent shall not be entitled to pursue recover only those Losses exceeding the Basket Amount. No Stockholder shall have any claims right to contribution from the Company for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders any claim made by Parent after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Effective Time.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after At the Effective Time, Parent shall deliver or cause to be delivered, directly to an escrow agent to be selected prior to the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent Effective Time (the "Depository “Escrow Agent"), such deposit to constitute ”) the General Escrow ---------------- Fund (Amount and the "Special Escrow Fund") and Amount to be governed by deducted from the Net Merger Consideration and held in an escrow fund pursuant to the terms set forth in this ----------- Article X herein and in an escrow agreement to be entered into by and among Parent, the Depository Company, the Stockholder Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit B (the “Escrow Agreement”). Notwithstanding the foregoing or anything Subject to the contrary contained in terms of this Agreement and the Escrow Agreement, the General Escrow Amount shall be available for a period beginning on the date of the Closing and ending on the date that is eighteen (18) months thereafter (the “General Escrow Release Date”) to satisfy such indemnification obligations of the Former Zanova Stockholders Company pursuant to this Article X Section 10.01 for claims as are made on or otherwise prior to the General Escrow Release Date and shall be limited to the Escrow Shares deposited and present paid out as provided in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personallyAgreement. In addition, and the sole recourse of Onvia shall be subject to make claims against the Escrow Fund in accordance with the terms of this Agreement and the Depository Escrow Agreement; provided, however, the Special Escrow Amount shall be available for a period beginning on the date of the Closing and ending on the date that is six (6) months thereafter (the “Special Escrow Release Date”) to satisfy such additional indemnification obligations of the Company pursuant to Section 10.01 for Special Coverage Claims as are made on or prior to the Special Escrow Release Date and shall be paid out as provided in the case Escrow Agreement. The adoption of this Agreement and the approval of the matters specified in Section 11.1(a)Merger by the Company Stockholders will constitute the approval of the Company Stockholders, (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion except any holders of Dissenting Shares, of the Escrow Period until Agreement and of all the expiration arrangements relating thereto, including the placement of the period set forth General Escrow Amount and Special Escrow Amount in escrow, the applicable subsection; appointment of Xxxxxxx Xxxxxxxx as the initial Stockholder Representative in Article XI and provided furtherany obligations of, howeveror payments due by, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by stockholders under this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Escrow Agreement.

Escrow Fund. Except At the Effective Time, the Company's stockholders will be deemed to have received and deposited with the Escrow Agent (as contemplated defined below) the Escrow Amount (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Section 11.1, ----------- as security and Parent after the sole and exclusive recourse for the indemnities and breaches Effective Time) without any act of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as stockholder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any stockholder, will be deposited with U.S. Stock Transfer Corporation an institution acceptable to Parent and the Securityholder Agent (or such other institution selected by Onvia with the reasonable consent of Zanovaas defined in Section 7.2(g) below)) as depository agent Escrow Agent (the "Depository AgentESCROW AGENT"), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "Escrow FundESCROW FUND") and 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 this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything proportion to the contrary 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, costs and expenses, including, with respect to claims asserted by third parties, 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) as a result of any breach of a representation or warranty of the Company contained in this AgreementArticle II herein (as modified by the Company Disclosure Schedules, without giving effect to any update thereto), or any breach by the indemnification obligations Company of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreementcovenant contained herein; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia Parent may bring claims against the Former Zanova Stockholders after the conclusion of not receive any shares from the Escrow Period Fund unless and until (and then only to the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that extent that) such Losses exceed in the aggregate (when combined with amounts recovered during $500,000. Parent and the Escrow Period) exceed Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the value 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 Escrow Shares as determined in accordance with Section 10.6; and provided furtherCompany for any breach of any representation, however, Onvia may bring claims against one warranty or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or covenant if the Transaction Documents (including, but Merger does not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1close.

Escrow Fund. Except as contemplated by Prior to any amount being distributed to any Company Holder pursuant to Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time2.6, the Escrow Shares shall Fund will be withheld from the Merger Consideration and deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Agent. The Indemnity Portion of the Escrow Fund (will be held for the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, purpose of securing the indemnification obligations of the Former Zanova Stockholders pursuant to Company set forth in this Article X or otherwise shall be limited to the Escrow Shares deposited and present in Agreement. The Adjustment Portion of the Escrow Fund and Onvia shall not will be entitled to pursue held for the purpose of securing any claims for indemnification under this Article X or otherwise against obligation of the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be Company to make claims against a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the terms Company Holders) within five (5) Business Days after the final determination of the Depository Agreement; providedMerger Consideration pursuant to Section 2.13(c) (but, howeverfor the avoidance of doubt, that in the case of the matters specified in after any required payment to Purchaser pursuant to Section 11.1(a2.13(d) has been made), (bii) and (c) Onvia may bring claims against the Former Zanova Stockholders after release, subject to a reserve in the conclusion aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Period until Fund remaining in the expiration escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the period set forth Company for 2014 (such date to be confirmed in writing by Purchaser to the applicable subsectionShareholders’ Agent), or (B) April 1, 2015; and provided further, however, that Onvia may not recover amounts that in (iii) the aggregate (when combined with amounts recovered during release of the Escrow Period) exceed the value Shareholders’ Agent Expense Portion of the Escrow Shares as determined Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1.Escrow Fund. 2.12

Escrow Fund. Except as contemplated by Section 11.1, ----------- as security and the sole and exclusive recourse for the indemnities and breaches of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as As soon as practicable after the First Merger Effective Time, without any act of any holder of Company Common Stock, a portion of the Initial Stock Merger Consideration consisting of 708,750 shares of Parent Common Stock (such shares being the “Escrow Shares Shares”) and $17,325,000 of the Initial Cash Merger Consideration (the “Escrow Cash”) shall be deposited with U.S. Stock Transfer Corporation The Bank of New York (or such other institution mutually selected by Onvia with Parent and the reasonable consent of ZanovaCompany) as depository escrow agent (the "Depository “Escrow Agent"”), such deposit to constitute the Escrow ---------------- Fund (the "“Escrow Fund") ” and to be governed by the terms set forth in this ----------- Article X herein and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreementan escrow agreement among Parent, the indemnification obligations Shareholder Representative and the Escrow Agent (the “Escrow Agreement”), the form of the Former Zanova Stockholders pursuant to this Article X or otherwise which is attached as Exhibit D hereto. Each Person who is issued Initial Parent Shares shall be limited to have a proportionate interest in the Escrow Shares and the Escrow Cash deposited and present in the Escrow Fund and Onvia shall (the amount of such proportionate interests to be provided to Parent by MHRx not be entitled later than two (2) Business Days prior to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia Closing Date). The Escrow Shares shall be to make claims against 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 in accordance with shall be added to the terms of the Depository AgreementEscrow Fund, and become a part thereof; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of any other dividends or distributions on the Escrow Period until Shares (including on the expiration New Shares) made in cash or property shall be currently distributed to the owners of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value such shares. The owners of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches shall pay any taxes on such dividends. The parties hereto shall cause each record owner of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or Escrow Shares to have the Transaction Documents (including, but not limited to, ability to direct the Letter voting of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard that number of Escrow Shares contributed to the Indemnification Threshold, Escrow Fund on behalf of such shareholder (and on any New Shares) so long as such shares are held in the Indemnification Threshold or Escrow Fund. Parent shall show the limitations or requirements of this Article X or Section 11.1Parent Common Stock contributed to the Escrow Fund as issued and outstanding on its balance sheet.

Escrow Fund. Except as contemplated by Section 11.1(r) At the Effective Time, ----------- as security Acquirer shall withhold the Escrow Amount and the sole Extended Escrow Amount from the Merger Consideration payable and exclusive recourse issuable pursuant to Section 1.3(a) and Section 1.4(d) and shall deposit the Escrow Amount and the Extended Escrow Amount with the Escrow Agent (the aggregate amount of cash and shares of Acquirer Common Stock so held by the Escrow Agent from time to time, together with any non-taxable stock dividends declared and paid in respect of such shares, the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the escrow agreement in a form reasonably satisfactory to Acquirer and the Company, with such changes as Acquirer and the Stockholders’ Agent may agree in writing (the “Escrow Agreement”). The Escrow Fund shall constitute security for the indemnities and breaches benefit of Acquirer (on behalf of itself or any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the other Transaction DocumentsConverting Holders under Section 1.6(i) and this Article VIII; provided that, as soon as practicable following the date that is eighteen (18) months after the Effective Time, no Indemnified Person may make any claim against the Escrow Shares Fund except for Capitalization Claims; provided, further, that the foregoing limitation regarding recovery against the Escrow Fund shall not otherwise limit the rights of Indemnified Persons with respect to Fundamental Claims. The Escrow Agent shall (i) hold the portion of the Escrow Fund consisting of the Escrow Amount until 11:59 p.m. local time on the date (the “Escrow Release Date”) that is 30 days after the date that is eighteen (18) months after the Effective Time and (ii) hold the portion of the Escrow Fund consisting of the Extended Escrow Amount until 11:59 p.m. local time on the date (the “Extended Escrow Release Date”) that is 30 days after the date that is thirty-six (36) months after the Effective Time. The Parties acknowledge and agree that (i) shares of Acquirer Common Stock constituting the Participating Electing Investor Stock Escrow Amount shall be deposited treated by Acquirer as issued and outstanding stock of Acquirer, and the Electing Investors shall be entitled to exercise voting rights and to receive dividends with U.S. Stock Transfer Corporation respect to such shares (or such other institution selected than stock dividends, which shall be retained by Onvia with the reasonable consent Escrow Agent and included as part of Zanova) as depository agent (the "Depository Agent"Escrow Fund), such deposit to constitute (ii) (A) the Escrow ---------------- Fund (the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present cash held in the Escrow Fund constituting the Participating Non-Electing Investor Cash Escrow Amount attributable to Company Stockholders is intended to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and Onvia shall not any corresponding provision of foreign, state or local law, as appropriate and (B) if and to the extent any amounts of such Participating Non-Electing Investor Cash Escrow Amount are actually distributed to Company Stockholders, interest may be entitled to pursue any claims for indemnification under this Article X imputed on such amount, as required by Sections 483 or otherwise against 1274 of the Former Zanova Stockholders directly or personally, and the sole recourse Code; (iii) (A) shares of Onvia shall be to make claims against Acquirer Common Stock held in the Escrow Fund in accordance with constituting the terms Management Retention Plan Stock Escrow Amount and (B) the applicable cash portion of the Depository Agreement; provided, however, Participating Non-Electing Investor Cash Escrow Amount attributable to any In the Money Option held by a Converting Holder are each subject to substantial limitations or restrictions such that in the case such portion of the matters specified in Section 11.1(a)consideration is not constructively received by the MRP Participants and Converting Holders with respect to any In the Money Options, as applicable, for Tax purposes at the time of Closing and is not intended to be compensation or wages, or subject to withholding as such, until the distribution of such Escrow Amount (bif any) is determined; and (civ) Onvia may bring claims against Acquirer shall be treated as the Former Zanova Stockholders after the conclusion owner of the Participating Non-Electing Investor Cash Escrow Period until Amount solely for tax purposes, and all interest and earnings earned from the expiration investment and reinvestment of the period Participating Non-Electing Investor Cash Escrow Amount, or any portion thereof, shall be allocable to Parent pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8, and no party shall take any action or filing position inconsistent with such characterizations except to the extent required by Applicable Law. The Escrow Interest Holders shall not receive interest or other earnings on the shares of Acquirer Common Stock (other than as set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that immediately preceding sentence) in the aggregate (when combined with amounts recovered during Escrow Fund. Neither the Escrow PeriodFund (including any portion thereof) exceed nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Escrow Interest Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Escrow Interest Holder, in each case prior to the value distribution of the Escrow Shares as determined Fund to any Escrow Interest Holder in accordance with Section 10.6; and provided further8.1(b), howeverexcept that each Escrow Interest Holder shall be entitled to assign such Escrow Interest Holder’s rights to such Escrow Interest Holder’s Escrow Pro Rata Share of the Escrow Fund by will, Onvia may bring claims against one by the laws of intestacy or more Former Zanova Stockholders for breaches by other operation of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1law.

Escrow Fund. Except (a) At the Effective Time, Acquirer shall withhold the Cash Escrow Amount from the Merger Consideration payable pursuant to Section 1.3(a) and shall deposit the Cash Escrow Amount with Xxxxx Fargo Bank, N.A. (or another institution selected by Acquirer and reasonably satisfactory to the Company) as contemplated escrow agent (the “Escrow Agent”) (the aggregate amount of cash so held by Section 11.1the Escrow Agent from time to time, ----------- as security the “Escrow Fund”), which Escrow Fund shall be governed by this Agreement and the sole escrow agreement (the “Escrow Agreement”) in the form attached hereto as Exhibit M with such changes as Acquirer and exclusive recourse the Stockholders’ Agent may agree in writing. The Escrow Fund shall constitute security for the indemnities benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under this Article VIII. The Escrow Agent shall hold the Escrow Fund until 11:59 p.m. Pacific time on the date that is 12 months after the Effective Time (the “Escrow Release Date”). The Converting Holders shall not receive interest or other earnings on the cash in the Escrow Fund. The parties further agree that all income received with respect to the Cash Escrow Amount will be reported as allocated to Acquirer until the distribution of the Cash Escrow Amount (or portions thereof) is determined and breaches thereafter to Acquirer and the Converting Holders in accordance with their respective interests in the Cash Escrow Amount. Any portion of any representations, warranties payments or covenants contained in this Agreement distributions to the Converting Holders that is treated as interest under Section 483 of Code or of representations, warranties or covenants of Zanova in any otherwise shall be treated as portfolio interest under Section 871(h) of the other Transaction Documents, as soon as practicable after Code. The parties further agree that immediately following the Effective Time, the Escrow Shares shall be Cash Consideration deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent of Zanova) as depository agent (the "Depository Agent"), such deposit to constitute the Escrow ---------------- Fund (the "Escrow Fund") and to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Shares deposited and present in the Escrow Fund and Onvia shall not will initially be entitled Unvested Cash to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personallymaximum extent possible, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository Agreement; provided, however, that the Unvested Cash deposited in the Escrow Fund shall vest prior to vesting of any Unvested Cash that is not deposited 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 of prior to the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion distribution of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined Fund to any Converting Holder in accordance with Section 10.6; and provided further8.1(b), howeverexcept that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Escrow Fund by will, Onvia may bring claims against one by the laws of intestacy or more Former Zanova Stockholders for breaches by other operation of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1law.

Escrow Fund. Except as contemplated by Section 11.1, ----------- as As security and the sole and exclusive recourse for the indemnities indemnity provided for in this Article VIII and breaches by virtue of this Agreement, the Company Stockholders will be deemed to have received and deposited with the Escrow Agent that portion of the Escrow Amount equal to the Indemnification Escrow Fund (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 Escrow Amount) without any act of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as Company Stockholder. As soon as practicable after the Effective Time, the Escrow Shares shall Amount, without any act of any Company Stockholder, will be deposited with U.S. Stock Transfer Corporation JPMorgan Chase Bank, National Association (or such other institution selected by Onvia with acceptable to Parent and the reasonable consent of ZanovaStockholder Representative (as defined in this Article VIII)) as depository agent Escrow Agent (the "Depository “Escrow Agent"”), such deposit to constitute the Escrow ---------------- Fund an escrow fund (the "“Escrow Fund"”) and to be governed by the terms set forth in Section 1.7(a) and this ----------- Article X and in VIII. Following the Depository date hereof, the Escrow Agent may execute either a separate escrow agreement (the “Escrow Agreement. Notwithstanding ”) or this Agreement (for the foregoing or anything sole purpose of agreeing to the contrary provisions of this Article VIII), 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 Company Stockholder shall be in proportion to the aggregate number of shares of Parent Common Stock issued at the Closing to which such holder would otherwise be entitled under Section 1.6(a). Subject to the limitations set forth in this Article VIII, if the Merger is consummated, the Company Stockholders shall, severally and not jointly, 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 indemnification obligations Company to perform or comply with any covenant contained in this Agreement, or (iii) any action, suit or proceeding which is pending or threatened against the Company as of the Former Zanova Stockholders pursuant Effective Time. No Company Stockholder shall have any right to contribution from the Company for any claim made by Parent after the Effective Time. Notwithstanding anything in the preceding language to the contrary, and subject to the procedures set forth in paragraphs (e) and (f) of this Article X or otherwise shall be limited Section 8.2, Parent may not receive any shares of Parent Common Stock from the Indemnification Escrow Fund unless and until Officer’s Certificates (as defined in paragraph (e) below) identifying Losses, which in the aggregate exceed $100,000 (the “Basket Amount”), have been delivered to the Escrow Shares deposited and present Agent as provided in the Escrow Fund and Onvia paragraph (e) below in which case Parent shall not be entitled to pursue any claims for indemnification under this Article X or otherwise against recover all Losses including the Former Zanova Stockholders directly or personally, and the sole recourse of Onvia shall be to make claims against the Escrow Fund in accordance with the terms of the Depository AgreementBasket Amount; provided, however, that in any Loss resulting pursuant to Sections 1.6(a)(iv) or 1.6(e) hereof shall be recoverable from the case of the matters specified in Section 11.1(a), (b) first dollar and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion of the Escrow Period until the expiration of the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard subject to the Indemnification Threshold, Basket Amount nor shall it be included in calculating whether the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Basket Amount has otherwise been exceeded.

Escrow Fund. Except as contemplated by Section 11.1At the Closing, ----------- as security E Com shall retain and not deliver to the sole and exclusive recourse Model Shareholders certificates representing 295,000 shares of the Merger Consideration (the “Escrow Shares”, including all dividends, distributions or earnings attributable thereto, collectively, the “Escrow Fund”) subject to the terms hereof for the indemnities purpose of securing the indemnification rights of E Com under this Agreement, such Escrow Shares being allocated among the holders of Model Common Stock as set forth on Schedule 2.7. After the Closing, E Com shall act as escrow agent (the “Escrow Agent”) with respect to the Escrow Fund. Any dividends, distributions or earnings on the Escrow Shares held in the Escrow Fund shall be deposited by the Escrow Agent in an interest bearing bank account established by the Escrow Agent for such purpose. The Escrow Agent shall comply with the procedures pertaining to the Escrow Fund and breaches of any representations, warranties or covenants contained disputes related thereto as set forth in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as soon as practicable after the Effective Time, Article 8 below. Voting rights to the Escrow Shares shall be deposited with U.S. Stock Transfer Corporation exercisable by or on behalf of the Model Shareholders in proportion to the respective allocations of the Escrow Shares. On the thirtieth (or such other institution selected by Onvia 30th) day following the filing of E Com’s first Annual Report on Form 10-K with the reasonable consent SEC following the Closing that includes audited financial statements that reflect at least six (6) months of Zanova) as depository agent post-merger operations of the Surviving Entity, or if such day shall not be a Business Day on the next succeeding Business Day (the "Depository Agent"“Escrow Release Date”), such deposit to constitute the Escrow ---------------- Fund (Agent will deliver the "remaining shares of E Com Common Stock in the Escrow Fund") , if any, and any dividends, distributions or earnings with respect to be governed by the terms set forth in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the indemnification obligations of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the such Escrow Shares deposited and present then held in the Escrow Fund and Onvia shall not be entitled accrued interest thereon, to pursue any claims for indemnification under this Article X or otherwise against the Former Zanova Stockholders directly or personally, and the sole recourse Model Shareholders pro rata based upon their respective allocations of Onvia shall be to make claims against the Escrow Fund Shares ; provided, however, that subject to and in accordance with the terms of Article 8, the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion Escrow Agent shall withhold from delivery of the Escrow Period until Fund such number of Escrow Shares as shall have a value, based upon the expiration Consideration Per Share Price, equal to any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided further that the withheld Escrow Shares, to the extent not applied in satisfaction of indemnification obligations pursuant to Article 8, shall be delivered to the period set forth in the applicable subsection; and provided further, however, that Onvia may not recover amounts that in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value Model Shareholders pro rata based upon their respective allocations of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches upon resolution of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1dispute.

Escrow Fund. Except At the Closing, as contemplated by Section 11.1, ----------- as partial security and the sole and exclusive recourse for the indemnities indemnity provided in Section 7.1, the Sellers will be deemed to have received and breaches 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 Buyer after the Closing) without any act of any representations, warranties or covenants contained in this Agreement or of representations, warranties or covenants of Zanova in any of the other Transaction Documents, as Seller. As soon as practicable after the Effective TimeClosing, the Escrow Shares shall Amount, without any act of any Seller, will be deposited with U.S. Stock Transfer Corporation (or such other institution selected by Onvia with the reasonable consent State Street Bank and Trust Company of Zanova) California, N.A. as depository agent Escrow Agent (the "Depository AgentESCROW AGENT"), such deposit to constitute a portion of the Escrow ---------------- Fund escrow fund (the "Escrow FundESCROW FUND") and to be governed by the terms set forth herein and at Buyer's cost and expense. The portion of the Escrow Amount contributed on behalf of each Management Seller shall be one half of the Option Fund. The portion of the Escrow Amount contributed on behalf of each Seller besides the Management Sellers shall be in this ----------- Article X and in the Depository Agreement. Notwithstanding the foregoing or anything proportion to the contrary contained in this Agreementaggregate amount of Class A Preferred Shares which such holder would otherwise be entitled under Section 1.2. Schedule 7.3 sets forth the name, address and taxpayer identification number (when known and applicable) of each Seller, as well as the indemnification obligations number of the Former Zanova Stockholders pursuant to this Article X or otherwise shall be limited to the Escrow Class A Preferred Shares deposited and present held for each Seller in the Escrow Fund and Onvia shall not be entitled to pursue any claims or the number of shares of Parent Common Stock held for indemnification under this Article X each Seller in the Option Fund or otherwise against the Former Zanova Stockholders directly or personallyRepurchase Fund (as defined below), as applicable, and the sole recourse percentage interest of Onvia shall be to make claims against each Seller in the Escrow Fund, the Option Fund or the Repurchase Fund. Whenever any fact stated in accordance Schedule 7.3 changes, or whenever any New Shares (as defined in Section 7.3(c)(ii)) are issued and deposited into the Escrow Fund, the Buyer shall furnish to the Escrow Agent a revised version of Schedule 7.3. Unless and until the Escrow Agent receives such revised Schedule 7.3, the Escrow Agent may assume without inquiry that Schedule 7.3 has not been, and is not required to be, amended. Subsequent to the Closing any Parent Common Stock issued to either Management Seller upon exercise of their Options up to 12.5% of the number of shares of Parent Common Stock initially subject to each Management Seller Option (the "REPURCHASE FUND") shall, upon such exercise without an act of either Management Seller also be deposited with the terms of the Depository Agreement; provided, however, that in the case of the matters specified in Section 11.1(a), (b) Escrow Agent and (c) Onvia may bring claims against the Former Zanova Stockholders after the conclusion constitute a portion of the Escrow Period until Fund. The Escrow Fund shall be available to compensate Parent and its affiliates for any Losses incurred by Parent, Unlimited, Buyer, their officers, directors, or affiliates (including the expiration Company) directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the period set forth Company contained in Article II herein (as modified by the applicable subsection; and provided furtherCompany Schedules, howeverwithout giving effect to any update thereto), or any failure by the Company to perform or comply with any covenant contained herein. Sellers each acknowledge that Onvia may not recover amounts that such Losses, if any, would relate to unresolved contingencies existing at the Closing, which if resolved at the Closing would have led to a reduction in the aggregate (when combined with amounts recovered during the Escrow Period) exceed the value of the Escrow Shares as determined in accordance with Section 10.6; and provided further, however, Onvia may bring claims against one or more Former Zanova Stockholders for breaches of representations, warrants or covenants made by such Former Zanova Stockholder in Transaction Documents or other agreements or documents contemplated by this Agreement or the Transaction Documents (including, but not limited to, the Letter of Transmittal) executed by such Former Zanova Stockholder in its capacity as a stockholder without regard to the Indemnification Threshold, the Indemnification Threshold or the limitations or requirements of this Article X or Section 11.1Consideration.