Common use of Escrow Fund Clause in Contracts

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith(a) Simultaneously with the execution and delivery of this Agreement, Parent(i) the Initial Purchasers, upon the written request of Depositor (and only upon satisfaction of all the conditions precedent to closing under the Purchase Agreement), shall deliver and deposit with Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the Stockholder Representative net proceeds from the sale of the Notes, and the (ii) Depositor shall deliver and deposit with Escrow Agent, and Escrow Agent shall have executed and delivered hereby acknowledges receipt of, (x) an escrow agreement amount in form satisfactory cash that, when taken together with the amount deposited pursuant to both Parent and Company the foregoing clause (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory i), is equal to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment 100.0% of the indemnification obligations aggregate principal amount of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by Notes, plus an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name the amount of interest that will accrue on Schedule 2.3(d) hereto. Upon the termination of the Notes through October 31, 2017, to be held in escrow by Escrow Fund Agent and distributed pursuant to and strictly in accordance with the terms and conditions of this Agreement. The amounts deposited pursuant to this Section 2(a), along with the Additional Amounts (as defined in Section 2(b) below), shall collectively be referred to herein as the “Escrowed Property.” Escrow Agent shall promptly deposit, invest and reinvest, as applicable, the Escrowed Property and the proceeds thereof into a trust account (the “Escrow Account”) as provided in Section 3 herein below. Escrow Agent shall release and disburse Escrowed Property only in accordance with the instructions as set forth in “Exhibit A” hereto, or as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, Escrow Agent will only release and disburse Escrowed Property which consists of funds received by Escrow Agent which have cleared normal banking channels. Simultaneously with the execution and delivery of this Agreement, each Company Stockholder Depositor shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable pay to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, Escrow Agent all fees due to Escrow Agent pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.Exhibit C.

Escrow Fund. Concurrently herewithAt the Closing, Parent, the Stockholder Representative Seller and the Escrow Agent Purchaser shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to create an escrow fund (the "“Escrow Fund"”) for by depositing with JPMorgan Chase Bank, National Association or another commercial bank mutually acceptable to Seller and Purchaser (the purposes of securing the payment of the indemnification obligations of the Company Stockholders “Escrow Agent”), pursuant to Article VI. Parent shall deposit into such an escrow agreement substantially in the form of Exhibit C (the “Escrow Fund promptly following Agreement”), an amount of cash equal to the Closing the Aggregate Escrow Amount. The Merger Consideration payable On the date that is twelve (12) months after the Closing Date (such date, the “Escrow Release Date”), subject to the Company Stockholders at provisions of the Closing but for this Section 2.3(d) Escrow Agreement, Purchaser and Seller shall be reduced by jointly instruct the Escrow Agent to promptly pay to Seller an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of amount remaining in the Escrow Fund in accordance with minus any amounts subject to a claim for indemnification by the Purchaser Indemnified Parties (as hereinafter defined) on the Escrow AgreementRelease Date pursuant to Section 11.2. Thereafter, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from promptly, but in no event later than five (5) Business Days following the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount final determination of any indemnification obligationspayments pursuant to Section 11.2 owed to Purchaser, and the payment thereof pursuant to Section 11.7, Purchaser and Seller shall jointly instruct the Escrow Agent to promptly pay to Seller all amounts remaining in the Escrow Fund. Notwithstanding anything to the contrary contained herein, no amounts actually paid by the Escrow Agent in connection with a claim pursuant to Section 2.3 to a Purchaser Indemnified Party out of the Interim Period Escrow Fund, if any, shall be payable pursuant to Article VI, paid from the Escrow Fund. The adoption this Section 2.2 out of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith(A) As soon as reasonably practicable after the Closing, Parentbut in no event later than one Business Day following Closing, Parent shall, or shall cause the Payment Agent to, transfer, by wire transfer of immediately available funds, the Stockholder Representative and Escrow Amount to the Escrow Agent shall have executed and delivered an escrow agreement to hold in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act trust as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "“Escrow Fund") for ”), under the purposes terms of securing this Agreement and the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) heretoAgreement. Upon the termination deposit of the Escrow Fund Amount with the Escrow Agent in accordance with the Escrow Agreementpreceding sentence, Parent shall be deemed to have contributed on behalf of each Company Stockholder shall receive such Stockholder's Indemnitors its, his or her Pro Rata Portion previously withheld from of the Merger Consideration otherwise payable Escrow Amount to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption parties hereto agree that, for Tax purposes only, Parent is the owner of the cash in the Escrow Fund and that all interest on or other taxable income, if any, earned from the investment of such cash in the Escrow Fund pursuant to this Agreement shall be treated for Tax purposes as earned by Parent. Furthermore, the parties acknowledge and agree that (i) the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval portion of the Escrow Agreement Fund payable in respect of Company Options held by Specified Optionholders is not intended to be compensation or wages, or subject to withholding as such, unless and all arrangements related thereto, including until such portion (or any part thereof) is distributed to the depositing Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation’s payroll processing system (net of applicable Tax withholding and deductions) and (ii) the portion of the Aggregate Escrow Amount into Fund payable in respect of Company Capital Stock and Company Warrants is intended to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Tax Law, as appropriate and if and to the extent any such portion of the Escrow FundFund is actually distributed to applicable Company Indemnitors, interest may be imputed on such amount, as required by Section 483 or Section 1274 of the Code.

Escrow Fund. Concurrently herewith, ParentAs security for the indemnity provided for in Section 8.2 hereof, the Stockholder Representative and the Escrow Certificates shall be deposited by Acquiror in an escrow account with The Chase Manhattan Bank (or other mutually acceptable institution) as Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), as of the Effective Time, such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as terms set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval provisions of an Escrow Agreement to be executed and delivered pursuant to Section 5.16. Upon compliance with the terms hereof and subject to the provisions of this Article VIII, Acquiror and the Surviving Corporation shall be entitled to obtain indemnity from the Escrow Fund for Damages covered by the indemnity provided for in Section 8.2 of this Agreement. Any and all distributions of Acquiror Common Stock issued in respect thereof (including, without limitation, any shares issued pursuant to any stock dividend, stock split, reverse stock split, combination or reclassification thereof) shall be the property of the transactions contemplated hereby, including Principal Stockholder and shall be deposited with the Merger, Escrow Agent. Cash dividends or other property distributed in respect of Acquiror Common Stock shall be delivered to Principal Stockholder and shall not be deposited with or retained by the stockholders of Company Escrow Agent. The Principal Stockholder shall constitute approval of be entitled to exercise any and all voting and other consensual rights pertaining to the Acquiror Common Stock held in the Escrow Agreement and all arrangements related thereto, including Fund (the depositing "Escrow Shares") or any part thereof for any purpose not inconsistent with the terms of the Aggregate Escrow Amount into the Escrow Fundthis Agreement.

Escrow Fund. Concurrently herewithFrom and after the Closing, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the any indemnification obligations of Seller or Parent shall be paid first, from the Company Stockholders Escrow Fund pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Agreement; second, after the entire Escrow Fund in accordance with has been paid to a Buyer Group Member or released and returned to Seller pursuant to the terms of the Escrow Agreement, each Company Stockholder directly by Seller or Parent (provided that Providence shall receive pay directly its Pro Rata Share of Seller's and Parent's indemnification obligations pursuant to Providence's Equity Holder Agreement); provided, that upon or after the occurrence of any of (a) the voluntary or involuntary dissolution, liquidation or winding up of Seller or Parent, (b) the transfer of more than 25% in value (based on book value calculated as of the Closing) of the assets of Seller or Parent to any third party (unless such Stockholderthird party agrees in writing to assume its pro rata share, based on the book value of the transferred assets calculated as of the Closing, of the obligations of Seller and Parent under this Article X (for which Parent and Seller shall remain fully liable), or (c) the failure of Seller or Parent to pay any amounts required to be paid thereby pursuant to this Agreement within 30 days of such amount becoming due and payable by the Seller or Parent, then any indemnification obligations of Seller and Parent not paid to a Buyer Group Member pursuant to this Section 10.7 shall be paid (to the extent of Seller's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to Share) by each Seller Guarantor (other than Providence Equity Partners IV, L.P. and Providence Equity Operating Partners IV, L.P.) in accordance with such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundSeller Guarantor's Equity Holder Agreement.

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall The Family Participating Lenders have executed and delivered deposited into an escrow agreement in form satisfactory to both Parent and Company account (the "Escrow AgreementAccount") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and maintained by the Company shall act as escrow agent (the "Escrow Agent", by wire transfer, a total of the Maximum Amount in cash, in the respective amounts set forth opposite each Family Participating Lender's name on Schedule I hereto. Confirmation of receipt of these funds shall be immediately provided by the Escrow Agent to the Administrative Agent upon notice to the Escrow Agent that the Effective Date (as defined below) has occurred. Amounts deposited with respect the Escrow Agent as provided by this Section 2, including any accretions and reductions 2 therefrom, are referred to an escrow fund (herein and shall constitute the "Escrow Fund") for ." Commencing on the purposes of securing date on which any Escrow Funds were initially deposited into the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into Escrow Account, such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) funds shall be reduced by an amount equal to each Stockholder's Pro Rata Portion invested in accordance with Section 4(a). Commencing on the Effective Date (as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of defined below), the Escrow Fund shall continue to be invested and shall be held and administered in accordance with the terms and provisions of this Escrow Agreement. The "Effective Date" shall mean the date on which all of the following are executed and delivered to the Family Participating Lenders, in form and substance satisfactory to the Family Participating Lenders: (i) this Escrow Agreement; (ii) the Participation Agreement; (iii) all documents, agreements and instruments necessary or desirable, as determined by the Family Participating Lenders, to create, enforce and perfect the liens, mortgages and security interests of the Family Participating Lenders in the Collateral, as defined in Section 5 hereof; (iv) a copy of all waivers executed by the Banks waiving any Events of Default under the Financing Documents, including Waiver No. 6 under the Credit Agreement; and (v) all other documentation (including legal opinions) requested by the Family Participating Lenders in connection with this Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Participation Agreement and the approval documents referred to in clause (iii) above. The Family Participating Lenders authorize Dechert, their counsel, to notify the Company and the Administrative Agent of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval occurrence of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundEffective Date.

Escrow Fund. Concurrently herewithAt the Closing Date, Parent, Parent shall deliver 830,100 shares of Parent Common Stock (the Stockholder Representative and “Escrow Fund”) to the Escrow Agent Agent, which shall have executed and delivered an be held in escrow agreement in form satisfactory to both Parent and Company (the "“Escrow”) subject to the Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") Agreement for the purposes of securing the payment Shareholders’ indemnity obligations under this Agreement. The Shareholders have requested that the shares of Parent Common Stock deposited into the indemnification obligations of the Company Stockholders Escrow pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing preceding sentence be allocated among the Aggregate Escrow Amount. The Merger Consideration payable Shareholders as set forth on Schedule B to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) heretoDisclosure Letter. Upon the termination Shares of Parent Common Stock deposited into the Escrow Fund in respect of each Shareholder as set forth on such Schedule B shall be deducted from the number of shares of Parent Common Stock otherwise deliverable to each such Shareholder pursuant to Section 2.3 (as adjusted pursuant to Section 2.4). In accordance with the terms of the Escrow Agreement, each Company Stockholder shall receive twelve months following the Closing Date (or, if such Stockholder's Pro Rata Portion previously withheld from date is not on a Business Day, the Merger Consideration otherwise payable first Business Day thereafter), the Escrow Agent will deliver all shares of Parent Common Stock remaining in the Escrow Fund to such Company Stockholder less the Shareholders on a pro rata amount basis (calculated based upon the relative allocations among the Shareholders set forth on Schedule B to the Company Disclosure Letter) to the addresses listed on the Company’s stock records or to an address or account designated by any such Shareholder or the Representative to the Escrow Agent in writing at least ten (10) Business Days prior to such date. Subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute or otherwise relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not ultimately applied in satisfaction of indemnification obligations, if any, pursuant shall be delivered to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundShareholders as described above.

Escrow Fund. Concurrently herewith, ParentOn the Closing Date, the Stockholder Representative and Parent or the Merger Sub shall deposit with the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such The Escrow Fund promptly following the Closing the shall represent contingent Aggregate Escrow Amount. The Merger Transaction Consideration payable to the Company Stockholders at Members hereunder to the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of extent the Escrow Fund has not been reduced by operation of this Agreement or in accordance with the Escrow Agreement. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held until the second anniversary of the Closing Date (except as specifically provided in Section 1.8(a)(ii), each Company Stockholder below) as a trust fund and shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable not be subject to such Company Stockholder less a pro rata amount any lien, attachment trustee process or any other judicial process of any indemnification obligationscreditor of any party, if any, pursuant to Article VI, paid from and shall be held and disbursed solely for the Escrow Fund. The adoption of this Agreement purposes and in accordance with the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and as otherwise set forth herein; provided, however, notwithstanding anything to the contrary contained in this Agreement or the Escrow Agreement (i) one-third of all arrangements related thereto, including shares of Parent Stock then in the depositing Escrow Fund shall be released therefrom on the first anniversary of the Aggregate Escrow Amount into Closing Date and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) of Escrowed Parent Stock, valued using the Escrow FundStock Valuation, shall be released on the earlier of (A) the fifth anniversary of the Closing Date; or (B) upon joint agreement of Parent and the Member Representatives confirming the termination or other final resolution of the “Coding Activities” matter with respect to the Company (as referenced in the Disclosure Schedule) has occurred.

Escrow Fund. Concurrently herewithSubject to the Escrow Agreement, Parentfor the purpose of securing the Company Stockholders’ indemnity obligations under this Agreement, at the Effective Time, Parent shall deliver to the Escrow Agent (a) that number of shares of Parent Common Stock as equals twenty percent (20%) of the Stock Merger Consideration (as reduced to reflect any shares held by Dissenting Stockholders) (the shares described in this clause, including all dividends, distributions or earnings attributable thereto, collectively, the “Stock Escrow Fund,”) and (b) the aggregate amount of cash set forth on Exhibit E under the column headed “Escrowed Cash” (the “Cash Escrow Fund,” and together with the Stock Escrow Fund, the “Escrow Fund”). In accordance with the terms of the Escrow Agreement, on the date that is fifteen (15) months after the Closing Date (or, if such date is not a Business Day, the first Business Day thereafter) (the “Escrow Release Date”), the Escrow Agent will allocate shares of Parent Common Stock and cash or other assets remaining in the Escrow Fund, if any, among the Company Stockholders in accordance with Sections 2.3(b)(ii), 2.3(c)(ii) and 2.3(d)(ii) and deliver such shares and cash or other assets to them at the addresses listed on the Company’s stock records or to an address or account designated by any such Company Stockholder or the Representative to the Escrow Agent in writing. Subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory withhold from delivery of the Escrow Fund (proportionately as to both Parent and Company (the "Stock Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent Fund and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Cash Escrow Fund") for the purposes equivalent of securing the payment of the any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of the Company Stockholders pursuant to Article VI. Parent indemnification obligations, shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable be delivered to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination described above promptly upon resolution of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Funddispute.

Escrow Fund. Concurrently herewithAt the Closing, Parentin order to satisfy any obligations of the Seller arising under Article VII hereof, the Stockholder Representative and Purchaser shall, on behalf of the Escrow Agent shall have executed and delivered an Seller, deposit in escrow agreement in form satisfactory to both Parent and Company certificates representing [*] of the [*] (the "Escrow AgreementFund") under which Computershare Trust Company of Canada with U.S. Stock Transfer Corporation or another Person such other agent as shall be mutually satisfactory to Parent and agreeable among the Company shall act as escrow agent parties hereto (the "Escrow Agent") with respect pursuant to an escrow fund the Escrow Agreement to be entered into by and among Parent, the Purchaser, the Seller and the Escrow Agent substantially in the form attached hereto as Exhibit B (the "Escrow FundAgreement") ). The Escrow Agreement shall provide for the purposes of securing the payment distributions of the indemnification obligations Escrow * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fund first, to pay fees and expenses of the Company Stockholders Escrow Fund; second, if and to the extent that Indemnified Parties (as such term is defined in Section 7.2(c) hereof) are entitled (either on the basis of (i) an agreement among the parties hereto (in which case the Seller shall deliver joint written instructions to the Escrow Agent to deliver the amount agreed to be owed in respect of such claims in the manner specified in such instructions) or (ii) a Final Decree (as defined in the Escrow Agreement)) to indemnification pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable VII hereof; and third, with respect to any remaining amounts, to the Company Stockholders at the Closing but for this Section 2.3(d) Seller. Indemnified Parties shall be reduced by an amount equal entitled to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of make claims against the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid Fund. Any payment made from the Escrow Fund. The adoption of this Agreement and , except to Seller, shall be treated as an adjustment to the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundPurchase Price.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Stockholders’ Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement in form satisfactory to both Parent and Company (the "“Escrow Agreement"”) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of hold the Escrow Fund with an escrow agent selected by Parent and reasonably acceptable to the Stockholders’ Representative (the “Escrow Agent”), substantially in accordance with the form of Exhibit B hereto. Pursuant to the terms of the Escrow Agreement, each Company Stockholder Parent shall receive such Stockholder's Pro Rata Portion previously withheld from deposit the Merger Consideration otherwise payable Escrow Cash and the Initial Representative Reimbursement Amount into separate escrow accounts, which accounts are to such Company Stockholder less a pro rata amount be managed by the Escrow Agent (the “Escrow Accounts”). Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Cash or of the Initial Representative Reimbursement Amount from the Escrow FundAccounts shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Fund in escrow and the appointment of the Stockholders’ Representative. The parties hereto hereby acknowledge and agree that the Escrow Fund shall be treated as an installment obligation for purposes of the Code, and no party shall take any action or filing position inconsistent with such characterization. Consistent with Proposed Treasury Regulation Section 1.468B-8, for Tax reporting purposes, all interest or other income earned from the investment of the Escrow Fund or any portion thereof in any Tax year shall be reported as allocated to Parent until the distribution of the Escrow Fund (or portion thereof) is determined and thereafter to Parent and the Company Stockholders in accordance with their respective interests in the Escrow Fund.

Escrow Fund. Concurrently herewithPrior to or simultaneously with the Closing, ParentOsitis and Parent shall enter into a Stock Escrow Agreement and a Cash Escrow Agreement (together, the Stockholder Representative “Escrow Agreements”) with an escrow agent selected by Parent and reasonably acceptable to Ositis (the “Escrow Agent”) substantially in the forms of Exhibit C and Exhibit C-1 hereto. Pursuant to the terms of the Escrow Agreements, Parent shall deposit (i) one or more certificates in the name of the Escrow Agent shall have executed and delivered representing the Escrow Shares into an escrow agreement in form satisfactory account and (ii) the Escrow Cash into an escrow account, which account or accounts are to both Parent and Company be managed by the Escrow Agent (the "escrow accounts collectively referred to as the “Escrow Agreement"Account”). Any Escrow Shares and Escrow Cash in the Escrow Account are referred to herein as the “Escrow Fund”. The deposit of the Escrow Shares and Escrow Cash in the Escrow Account will occur at such times and in such amounts as is set forth in the second paragraph of this Section 2.02(b) under which Computershare Trust Company and in the Escrow Agreements. In connection with such deposits of Canada the Escrow Shares and Escrow Cash with the Escrow Agent and as of the time of each such deposit, Ositis will be deemed to have received and deposited with the Escrow Agent such Escrow Shares and Escrow Cash (plus any additional shares as may be issued upon any stock split, stock dividend or another Person mutually satisfactory to recapitalization effected by Parent and after the Company shall act as escrow agent (the "Escrow Agent") Effective Time with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination shares comprising part of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount Fund) without any act of Ositis. Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Shares or Escrow Cash from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreements. The adoption approval of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Ositis shall constitute approval of the Escrow Agreement Agreements and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount Shares and Escrow Cash in escrow. No portion of the Escrow Fund shall be contributed in respect of any Company Option (as defined in Section 2.04(a)) or any warrant or other security exercisable or convertible into Company Stock. The Escrow Shares and Escrow Cash shall consist exclusively of Parent Shares and Cash otherwise payable to Ositis pursuant to Section 2.09. The Escrow Shares and Escrow Cash shall be deposited in the Escrow Fund in three equal installments on each of the days that are six months, nine months and twelve months following the Closing Date, and shall consist exclusively of Parent Shares and Cash that, on the date set for such deposit, constitute part of the Deferred Payment that is otherwise payable by Parent to Ositis pursuant to Section 2.09; provided, however, that any such deposit shall be made only if Ositis remains employed by Parent or any of its direct or indirect wholly owned subsidiaries on the date set for such deposit or otherwise receives payment of the applicable portion of the Deferred Payment; and provided further that if Ositis receives any portion of the Deferred Payment prior to the days that are six months, nine months and twelve months following the Closing Date, then, upon any such receipt, the portion of the Deferred Payment received by Ositis that constitutes Escrow Shares and Escrow Cash shall be deposited immediately into the Escrow Fund.

Escrow Fund. Concurrently herewith, ParentTo provide a fund against which a Parent Indemnified Party may assert claims of indemnification under this Article V (a “Parent Indemnification Claim”), the Stockholder Representative Escrow Amount shall be deposited into escrow pursuant to the Escrow Agreement in accordance with Section 1.9. The Escrow Fund shall be held and distributed in accordance with this Article V and the Escrow Agent Agreement. Each Parent Indemnification Claim shall have executed be made only in accordance with this Article V and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to . A Parent and Indemnified Party shall seek recourse for Parent Indemnification Claims by offset against the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following first. Any interest or other income paid on the Closing the Aggregate Escrow Amount. The Merger Consideration payable Amount shall be added to the Company Stockholders at Escrow Fund and become a part thereof and available for satisfaction of claims. Subject to the Closing but for terms and conditions of this Section 2.3(d) shall be reduced by an Agreement, the entire amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund shall be available to the Parent Indemnified Parties on a joint and several basis for satisfaction of any Losses they may suffer that are subject to indemnification pursuant to this Article V, regardless of whether or not such Losses were caused by any of the Company, a Securityholder or any of their Affiliates and irrespective of whether indemnification claims under this Article V were first asserted by the Parent Indemnified Parties against one or more of such persons. No Covered Securityholder may recover from the Parent Indemnified Parties, and none of the Parent Indemnified Parties has any Liability for, any amount by which the Escrow Fund is properly reduced thereby in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval Escrow Agreement. Notwithstanding anything to the contrary contained in this Agreement, none of the transactions contemplated herebylimitations set forth in this Article V shall apply to any action for specific performance, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fundinjunctive relief or other equitable remedy or with regard to any claim or action with respect to fraud (other than negligent misrepresentation).

Escrow Fund. Concurrently herewithAs security for the indemnities in Section 10.1, Parentas soon as practicable after the Closing Date, the Stockholder Representative Escrow Shares shall be registered in the name of the Former Platform Shareholders, and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare be deposited with, Chase Trust Company of Canada California (or another Person mutually satisfactory to Parent and such other institution selected by ESS with the Company shall act reasonable consent of Platform) as escrow agent (the "ESCROW AGENT"), such deposit to constitute the Escrow Agent") with respect to an escrow fund Fund (the "ESCROW FUND") and to be governed by the terms set forth in this Article X and in the Escrow Agreement. To the extent Escrow Shares are sold from the escrow, the proceeds of such sale of Escrow Shares ("ESCROW CASH") shall become part of the Escrow. To the extent Escrow Cash is invested in investments ("ESCROW INVESTMENTS"), such Escrow Investments (and upon any sale of such Escrow Investments, the Escrow Cash Proceeds thereof) shall become part of the Escrow Fund") for . Notwithstanding the purposes of securing the payment of foregoing, the indemnification obligations of the Company Stockholders Former Platform Shareholders pursuant to this Article VI. Parent X shall deposit into such be limited to the amount and assets deposited and present in the Escrow Fund promptly following and ESS shall not be entitled to pursue any claims for indemnification under this Article X against the Closing Former Platform Shareholders directly or personally and the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) sole recourse of ESS shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of make claims against the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and all arrangements related theretoAgreement; provided, including the depositing however, that no such limitations shall apply with respect to any claim based upon or relating to Platform's lack of ownership of the Aggregate Escrow Amount into Platform Proprietary Rights or Platform Products or any matter referenced in the Escrow FundNotification Letter (other than any lack of ownership constituting any infringement by any Platform Proprietary Right on the patent, trademark, tradename or service mark xx any third party which will not be subject to this proviso).

Escrow Fund. Concurrently herewithAs soon as practicable after the AECsoft USA Closing Date, ParentBuyer shall deposit the Escrow Amount with the Escrow Agent, such deposit to constitute the Stockholder Representative “Escrow Fund” to be governed by the terms set forth herein and the Escrow Agent Agreement. The Escrow Fund shall have executed and delivered an escrow agreement in form satisfactory be available to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the satisfy any qualifying indemnification obligations of the Company Stockholders claims pursuant to Article VISection 7.02. Parent shall deposit into such The Shareholders and Buyer agree that claims against the Escrow Fund promptly following are not the Closing exclusive remedy of Buyer or any Buyer Indemnified Party under this Agreement, except that claims against the Aggregate Escrow Amount. The Merger Consideration payable to Fund and offsets against the Company Stockholders at the Closing but for this Section 2.3(d) Earnout Payments shall be reduced the exclusive remedy for indemnification claims arising from any inaccuracy in any representations or warranties that do not constitute Fundamental Representations. Other than in the case of fraud or willful breach or intentional misrepresentation, Indemnifiable Damages asserted by an the Buyer Indemnified Parties pursuant to Section 7.02 shall be satisfied first by offsetting the amount equal of such Indemnifiable Damages against any Earnout Payment that has been finally determined to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(dbe payable pursuant to Section 1.02(c) hereto. Upon the termination of and second, if no such Earnout Payment is then payable pursuant to Section 1.02(c) or such Earnout Payment is insufficient to fully satisfy such Indemnifiable Damages, by distribution from the Escrow Fund in accordance with the terms of the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from . The Shareholders obligation to satisfy indemnification claims by the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, Buyer Indemnified Parties pursuant to Article VI, paid Section 7.02 shall be limited to offsets of the Earnout Payments and distributions from the Escrow Fund. The adoption of this Agreement and the approval Fund until such time as claims have been asserted by Buyer Indemnified Parties for aggregate Indemnifiable Damages in excess of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval amount of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into Fund then held by the Escrow FundAgent pursuant to the Escrow Agreement.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement substantially in the form satisfactory to both Parent and Company of Exhibit G hereto (the "“Escrow Agreement"”) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and with the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable Pursuant to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Fund in accordance with the Escrow Agreement, Parent shall deposit one or more certificates in the name of the Escrow Agent representing the Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the “Escrow Account”). Any Escrow Shares, together with any property or other interests payable or distributable in respect thereof, in the Escrow Account are referred to herein as the “Escrow Fund”. In connection with such deposit of the Escrow Shares with the Escrow Agent and as of the Effective Time, each holder of Company Stockholder shall receive Capital Stock will be deemed to have received and deposited with the Escrow Agent each such Stockholder's ’s Pro Rata Portion previously withheld from of the Merger Consideration otherwise payable Escrow Fund, without any act of the Stockholders. The Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such Company Stockholder less a pro rata amount parties for any Losses for which they are entitled to recovery under Article IX hereof. Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Shares from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the Escrow Fundappointment of the Stockholders’ Representative.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Pihana Stockholders’ Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement in form satisfactory to both (the “Escrow Agreement”) with an escrow agent selected by Parent and Company reasonably acceptable to the Pihana Stockholders’ Representative (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "“Escrow Agent"”) with respect to an escrow fund (substantially in the "Escrow Fund") for the purposes form of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VIExhibit B hereto. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable Pursuant to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Fund in accordance with the Escrow Agreement, Parent shall deposit one or more certificates in the name of the Escrow Agent representing the Pihana Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the “Escrow Account”) to serve as security for the Pihana Stockholders’ indemnity obligations hereunder. Any Pihana Escrow Shares in the Escrow Account are referred to herein as the “Escrow Fund.” In connection with such deposit of the Pihana Escrow Shares with the Escrow Agent and as of the Effective Time, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from holder of Pihana Stock will be deemed to have received and deposited with the Merger Consideration otherwise payable Escrow Agent each stockholder’s (other than holders of Dissenting Shares) pro rata interest in the Escrow Fund as determined as of Closing by reference to such Company Stockholder less a pro rata amount stockholder’s ownership of shares of Pihana Stock (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time with respect to shares constituting the Escrow Fund), without any act of the stockholders of Pihana (the “Pihana Stockholders”). Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Pihana Escrow Shares from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company Pihana Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Pihana Escrow Amount into Shares in escrow and the Escrow Fundappointment of the Pihana Stockholders’ Representative.

Escrow Fund. Concurrently herewithPromptly after the Effective Time, Parent, the Stockholder Representative and Parent shall deposit with the Escrow Agent shall have executed and delivered an escrow agreement a number of shares of Parent Common Stock represented by a single stock certificate registered in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company name of Canada or another Person mutually satisfactory to Parent and Var & Co., as nominee of the Company shall act as escrow agent (the "Escrow Agent", which together equal the Escrow Amount out of the number of shares of Parent Common Stock otherwise deliverable to the Stockholders pursuant to SECTION 1.6 hereof and shall confirm such deposit with the Escrow Agent. Such deposit of the Escrow Amount (plus any New Shares (as defined in SECTION 7.3(c)(IV) with respect to hereof) shall constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Such shares of Parent Common stock shall be deposited by Parent as, for the purposes of securing the payment this purpose, agent of the indemnification obligations of the Company Stockholders pursuant to Article VI. Stockholders, who shall thereupon, without any act by them, be treated as having received from Parent shall deposit into under SECTION 1.6 such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund Parent Common Stock in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's their respective Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to Portions and then as having deposited such Company Stockholder less a pro rata amount shares of any indemnification obligations, if any, pursuant to Article VI, paid from Parent Common Stock into the Escrow Fund. The adoption Escrow Fund shall be security for the indemnity obligations provided for in SECTION 7.2 hereof. The Escrow Fund shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement and the approval as of the transactions contemplated hereby, including date hereof between the Merger, by the stockholders of Company shall constitute approval of other signatories hereto. Interests in the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundFund shall be non-transferable.

Escrow Fund. Concurrently herewithFrom and after the Closing, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the any indemnification obligations of Seller or Parent shall be paid first, from the Company Stockholders Escrow Fund pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Agreement; second, after the entire Escrow Fund in accordance with has been paid to a Buyer Group Member or released and returned to Seller pursuant to the terms of the Escrow Agreement, each Company Stockholder directly by Seller or Parent (provided that Providence shall receive such Stockholder's pay directly its Pro Rata Portion previously withheld from Share of Seller’s and Parent’s indemnification obligations pursuant to Providence’s Equity Holder Agreement); provided, that upon or after the Merger Consideration otherwise payable occurrence of any of (a) the voluntary or involuntary dissolution, liquidation or winding up of Seller or Parent, (b) the transfer of more than 25% in value (based on book value calculated as of the Closing) of the assets of Seller or Parent to any third party (unless such Company Stockholder less a third party agrees in writing to assume its pro rata share, based on the book value of the transferred assets calculated as of the Closing, of the obligations of Seller and Parent under this Article X (for which Parent and Seller shall remain fully liable), or (c) the failure of Seller or Parent to pay any amounts required to be paid thereby pursuant to this Agreement within 30 days of such amount of becoming due and payable by the Seller or Parent, then any indemnification obligations, if any, obligations of Seller and Parent not paid to a Buyer Group Member pursuant to Article VIthis Section 10.7 shall be paid (to the extent of Seller’s Pro Rata Share) by each Seller Guarantor (other than Providence Equity Partners IV, paid from the Escrow Fund. The adoption of this Agreement L.P. and the approval of the transactions contemplated herebyProvidence Equity Operating Partners IV, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundL.P.) in accordance with such Seller Guarantor’s Equity Holder Agreement.