Common use of Indemnification Claims Clause in Contracts

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. If any Regency Party asserts a claim for payment from HEP in respect of any Damages under Section 11.2 of the Contribution Agreement (i) From time other than pursuant to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined belowSection 11.2(c)), such Regency Party shall deliver a copy of the Buyer may give written notice (required under Section 11.3 of the “Indemnification Notice”) Contribution Agreement to the Indemnifying Sellers and the Escrow Agent. HEP and such Regency Party shall resolve any disagreement relating to such indemnification claim in accordance with the terms of the Contribution Agreement. Within five (5) business days after resolution between HEP and such Regency Party of such indemnification claim, specifying whether by mutual agreement or by litigation, HEP and Regency shall deliver a joint written instruction to the nature Escrow Agent directing the Escrow Agent to liquidate, on behalf of HEP and dollar amountin accordance with the provisions of Section 5 below, such number of a claim Purchase Price Units comprising the Escrow Units as shall be necessary (taking into account any cash or cash equivalent amounts then comprising the Escrow Amount) to satisfy the payment of such indemnification claim. Upon resolution of any disagreement relating to any such indemnification claim for indemnification (by litigation, if HEP does not timely provide such joint instruction, Regency may provide Escrow Agent a “Buyer Indemnification Claim”) that sole written instruction, which shall certify and attach a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) copy of the Purchase Agreement. The Indemnifying Sellers shall have a period final, unappealable judgment of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a noticerelevant court, in the form attached hereto as Exhibit I, to the Buyer and directing the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m.liquidate, Eastern Time, by the expiration on behalf of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, HEP and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined the provisions of Section 5 below), on the Business Day immediately following such number of Purchase Price Units comprising the Escrow Agent’s receipt thereof, Units as shall be necessary (taking into account any cash or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following cash equivalent amounts then comprising the Escrow Agent’s receipt thereof, provided that Amount) to satisfy the Buyer shall simultaneously provide a copy payment of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion indemnification claim. Upon receipt of a Buyer Indemnification Claimsuch joint or sole notice, the Escrow Agent shall promptly release out liquidate the necessary number of Purchase Price Units in accordance with the provisions of Section 5 below and pay the full amount of such Damages to such Regency Party. Regency agrees that it will endeavor to make only one (1) aggregate claim for payment of any and all indemnification claims under Article 11 of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal Contribution Agreement (other than Section 11.2(c)), and in any event will make no more than three (3) such claims for payment (each of which claims for payment will be for any and all resolved indemnification claims up to the portion point of the Buyer Indemnification Claim for which there is no objectionsuch payment). (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time An Indemnification Claim for Losses to time before 5:00 p.m., Eastern Time, on be paid from the last Business Day immediately preceding Escrow Fund pursuant to Article IX of the Release Date Merger Agreement may be made only if the Company delivers to the Shareholders’ Representative (as defined below), with a copy to the Buyer may give notice Escrow Agent) by the deadline for submitting such an Indemnification Claim under the Merger Agreement (the “Indemnity Termination Date”) a Claim Notice that sets forth in reasonable detail the specific facts and circumstances giving rise to such claim and a good faith estimate of the dollar amount of the Losses for which the Indemnified Party claims it is entitled to indemnification pursuant to the terms of the Merger Agreement (the “Indemnification Amount”). If, within thirty (30) days following receipt by the Shareholders’ Representative of a Claim Notice, the Shareholders’ Representative gives notice (a “Counter Notice”) to the Indemnifying Sellers and Company (with a copy to the Escrow Agent, specifying ) disputing the nature and dollar amount, of a claim relating applicable Indemnified Party’s entitlement to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which with respect to review the Indemnification Claim set forth in a Claim Notice provided by or disputing the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, estimate set forth in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration Notice of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Losses for which the Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement, the applicable Indemnified Party’s entitlement to indemnification with respect to the Indemnification Claim set forth and the dollar amount of the Losses for which the Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement shall be resolved as provided in Section 2(c) below. (b) If no Counter Notice is received by the Escrow Agent within such thirty (30) day period, then the Indemnification Amount claimed in the applicable Indemnification Claim Notice of the Buyer shall be deemed conclusive established for purposes of this Escrow Agreement, and on and, at the Business Day immediately following expiration end of the Rejection Notice Periodsuch thirty (30) day period, the Escrow Agent shall release promptly deliver to the Company from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount Fund shares of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance Company Common Stock with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order Market Value (as defined below) and an accompanying instruction as of the date of the Claim Notice equal to the Indemnification Amount as claimed in the Claim Notice. The shares of Company Common Stock so delivered to the Company from the Buyer directing payment Escrow Fund shall be disbursed from the shares of Company Common Stock of the Former Shareholders included in the Escrow Fund proportionally in accordance with respect theretotheir respective Pro Rata Percentages. The “Market Value” of a share of Company Common Stock as of any day shall be equal to average of the Company Stock Prices over the ten consecutive NASDAQ trading days (or, if the Company Common Stock is not traded on the third (3rdNASDAQ National Market, such number of trading days on any other exchange or market on which the Company Common Stock is then trading) Business Day following ending on and including the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of second full trading day preceding such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersday. (ivi) If any Rejection a Counter Notice includes is given by the Shareholders’ Representative with respect to an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out (but in any event within two business days) disburse the appropriate number of shares of Company Common Stock from the Escrow Fund in respect of such Indemnification Claim only in accordance with (A) joint written instructions of the Company and the Shareholders’ Representative, or (B) a final judgment with no further right to appeal, upon an award rendered by a court of competent jurisdiction. (ii) If the Indemnified Party and the Shareholders’ Representative are unable to resolve any dispute within thirty (30) days of the Shareholders’ Representative’s delivery of a Counter Notice, such dispute shall be resolved in accordance with Section 10.9 of the Merger Agreement or by means of a settlement reached between Shareholders’ Representative and the Company with respect to the applicable Indemnification Claim. (d) If the Shareholders’ Representative and the Indemnified Party reach a settlement with respect to any Indemnification Claim made by the Company or if the number of shares of Company Common Stock to be disbursed in respect of an Indemnification Claim is determined through a judgment not subject to appeal as provided in Section 2(c), the Shareholders’ Representative and the Company shall jointly deliver written notice of such settlement or judgement to the Escrow Agent, including (if applicable) instructions to the Escrow Agent to disburse the appropriate number of shares of Company Common Stock from the Escrow Account by wire transfer Fund to an account designated by the Buyer Company, and the Escrow Agent shall act promptly in accordance with such instructions. The shares of Company Common Stock so disbursed to the Company from the Escrow Fund shall be disbursed proportionally from the shares of Company Common Stock of the Former Shareholders in accordance with their respective Pro Rata Percentages. (e) In the event that shares of Company Common Stock contained in the Escrow Fund are required hereunder to be disbursed to the Company, any Former Shareholder may deliver to the Company notice prior to the time of disbursement of such shares electing to pay cash in an amount equal to the portion Market Value of his, her or its Pro Rata Percentage of the Buyer Indemnification Claim for shares of Company Common Stock that would otherwise be disbursed from the Escrow Fund to the Company. Upon the delivery of such cash amount by a Former Shareholder (which there is shall in no objectionevent occur later than two Business Days after the delivery of the notice electing to pay cash), the Company shall deliver a written instruction to the Escrow Agent to deliver to such Former Shareholder his, her or its Pro Rata Percentage of such shares of Company Common Stock that would otherwise be disbursed from the Escrow Fund to the Company in the absence of such cash payment, and the Escrow Agent shall act in accordance with such instructions. (vf) For purposes To the extent the Escrow Agent is otherwise required hereunder to disburse a fractional share of this Agreement:Company Common Stock of a Former Shareholder, the Escrow Agent shall round such fractional share to the nearest whole share, with one half of such Escrow Share being rounded downward. (g) The Escrow Agent shall requisition from the Company’s stock transfer agent stock certificates in appropriate denominations registered as appropriate to facilitate the delivery or disbursement by the Escrow Agent of shares of Company Common Stock hereunder or the reregistration of shares of Company Common Stock in accordance with Section 1(g). The Company shall cause its stock transfer agent to cooperate with the Escrow Agent in connection therewith.

Indemnification Claims. (ia) From time If a Parent Indemnified Party wishes to time before 5:00 p.m.make a claim for indemnification pursuant to Section 10 of the Merger Agreement, Eastern TimeParent, on the last Business Day immediately preceding the Release Date (as defined below)behalf of such Parent Indemnified Party, the Buyer may give shall promptly deliver a notice (the a “Indemnification Claim Notice”) to the Indemnifying Sellers Stockholders’ Agent and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Claim Notice shall have a period of sixty state (60i) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice any indemnification asserted to be owed under Section 10 of the Buyer shall be deemed conclusive for purposes of this Merger Agreement, (ii) the number of Escrow Shares necessary to satisfy the indemnification amount owed, (iii) a statement of the facts giving rise to such claim for indemnification, and the specific representations, warranties or covenants, if any, alleged to have been breached, and (iv) that a claim for such indemnification has been made in accordance with the terms of the Merger Agreement (including, but not limited to, Section 10 thereof). (b) Subject to Section 5(c), on the Business Day immediately thirtieth (30th) day following expiration receipt by the Escrow Agent of the Rejection Claim Notice Period(or if such day is not a business day, then on the next successive business day), the Escrow Agent shall release the number of Escrow Shares described in the Claim Notice to Parent from the Escrow Account, less the amount, if any, described in a Dispute Notice (as defined below). If the Escrow Account by wire transfer contains both Escrow Shares and cash, any such payment shall be made to an account or accounts designated by Parent in Escrow Shares and cash, such that the Buyerratio of cash paid to Escrow Shares released is equal to the ratio of cash to Escrow Shares in the Escrow Account as of the date of such payment. For purposes of distributing the Escrow Account pursuant to the terms hereof, the dollar amount Escrow Shares shall be valued at the Parent Share Price. (c) During the thirty (30) days following the Escrow Agent’s receipt of the Buyer Indemnification Claim Notice, the Stockholders’ Agent may deliver a written notice to the Escrow Agent and Parent disputing any or all of the claims made in the applicable Indemnification Claim Notice (a “Dispute Notice”), which such Dispute Notice shall state with reasonable specificity the nature of the dispute and the portion of the claim stated in the Claim Notice that is the subject of such dispute (such amount, the “Disputed Amount”). The Escrow Agent shall not inquire into distribute the Disputed Amount until (i) the Escrow Agent receives a certified copy of a final non-appealable judgment issued by a court of competent jurisdiction, ordering the distribution of all or consider whether a Buyer Indemnification Claim complies with the requirements portion of the Purchase AgreementDisputed Amount, or (ii) directed to do so pursuant to written instructions executed by Parent and the Stockholders’ Agent. The rights of the Escrow Agent under this Section 5(c) are cumulative of all other rights it may have by law or otherwise. Any claim by Parent disputed by the Stockholders’ Agent pursuant to this Section 5(c), or any claim by Parent which the Escrow Agent has refused to comply with or take any action in connection with in accordance with this Section 5(c), shall be referred to herein as a “Disputed Claim.” The Escrow Agent shall not be liable in any way or to any Person for its failure or refusal to release such Disputed Amount. (iiid) If Promptly following resolution of all or any portion of a Rejection Notice is given with respect Disputed Claim in favor of the former Merger Securityholders, Parent shall provide written notice to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect that such Disputed Claim or portion thereof has been discharged, and to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following extent any amounts are being withheld from being disbursed to the Exchange Agent pursuant to the last sentence of Section 4 by the Escrow Agent’s receipt thereof, or (2) Agent in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction Disputed Claim, such amount shall promptly be released to the Indemnifying SellersExchange Agent. (ive) If any Rejection Notice includes an objection The Parties agree that Parent shall have the right to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from make claims against the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion on behalf of itself and any of the Buyer Indemnification Claim for which there is no objectionother Parent Indemnified Parties until the twelve (12) month anniversary of the Closing Date (the “Claims Deadline”). (v) For purposes of this Agreement:

Indemnification Claims. (a) If Akerna or Exchangeco provides to the Shareholder Representative a Claim Notice on or before the Final Release Date and otherwise in accordance with Section 6.3(a) of the Arrangement Agreement, Akerna or Exchangeco, as applicable, shall concurrently provide a copy of the same Claim Notice to the Escrow Agent. (b) If in respect of any Claim Notice that has been received by the Escrow Agent on or before 5:00 p.m. (Eastern Standard Time) on the Final Release Date, then the Escrow Agent shall hold the portion of the Deposited Shares that are subject to such Claim Notice until the Escrow Agent receives either (i) From time Joint Instructions authorizing the release to time before 5:00 p.m.Akerna and/or Exchangeco of all or any portion of the Deposited Shares that are subject to such Claim Notice, Eastern Time, on or (ii) a Final Order directing the last release to Akerna and/or Exchangeco of all or any portion of the portion of the Deposited Shares that are subject to such Claim Notice. Within five (5) Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and Days after the Escrow Agent’s receipt of such Joint Instructions or Final Order, specifying as the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodcase may be, the Escrow Agent shall release from escrow the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount portion of the Buyer Indemnification Claim Deposited Shares required to be released in the applicable Indemnification Notice. The Escrow Agent shall not inquire into accordance with such Joint Instructions or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementFinal Order. (iiic) If On the Final Release Date, the Shareholder Representative and Akerna shall jointly provide a Rejection Notice is given with respect certificate to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) setting forth the aggregate amount of all Unresolved Claims as of the Final Release Date based on all Claim Notices submitted in accordance with a Joint Written Instruction this Agreement and the Arrangement Agreement prior to the Final Release Date. (as defined below)d) Following the Final Release Date, on the within five (5) Business Day immediately following Days after the Escrow Agent’s receipt thereofof Joint Instructions or Final Order, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from either case, containing the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy final determination of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification ClaimUnresolved Claims, the Escrow Agent shall promptly release out of the Escrow Fund (i) first, distribute from the Escrow Account by wire transfer Deposited Shares to an account designated by the Buyer Akerna and/or Exchangeco an amount equal to the lesser of (A) such portion of the Buyer Indemnification Deposited Shares to be released to Akerna and/or Exchangeco pursuant to such Joint Instructions or Final Order, as the case may be, and (B) the portion of the Deposited Shares remaining in escrow pursuant to this Agreement and available to satisfy such Claim for which there is no objectionat such time, and (ii) second, after distributing any Deposited Shares pursuant to Section 8(d)(i), distribute from the Deposited Shares to the Ample Shareholders the remaining amount of any Deposited Shares then held by the Escrow Agent. (v) For purposes of this Agreement:

Indemnification Claims. If Purchaser makes an indemnification claim under the Purchase Agreement, at any time (or from time to time) on or prior to the twelve-month anniversary of the date hereof (the “Initial Release Date”) or, with respect to an indemnification claim under the Purchase Agreement related to the Specified Matter (a “Specified Matter Claim”), at any time (or from time to time) on or prior to the Specified Matter Release Date, and, in either case, delivers to the Escrow Agent (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give a written notice (the an “Indemnification Notice”) setting forth the amount of such claim (to the Indemnifying Sellers extent the amount of such claim is known and quantifiable as of such date and, if unknown, a good faith estimate of the Escrow Agent, specifying maximum amount of such claim assuming the facts asserted are true) and setting forth the nature and dollar amount, of the basis for such claim and specifically indicating whether such claim is a claim relating to any claim for indemnification Specified Matter Claim (a an “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If proof of delivery to Sellers’ Representative of a copy of such Indemnification Notice (which proof may consist of, among other things, a photocopy of the Indemnifying Sellers do not deliver a noticeregistered or certified mail or overnight courier receipt or the signed receipt if delivered by hand), in the form attached hereto as Exhibit Ithen, to the Buyer and unless the Escrow Agent disputing has received a written objection to such Buyer Indemnification Claim from Sellers’ Representative within thirty (a “Rejection Notice”30) prior calendar days following the Escrow Agent’s receipt of such proof of delivery to 5:00 p.m.Sellers’ Representative, Eastern Time, by the expiration of the period ending on the fifteenth thirty-first (15th31st) Business Day calendar day following such receipt (or the end of the Sellers Reviewing Period next banking day if such thirty-first (the “Rejection Notice Period”31st) calendar day is not a banking day), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by Purchaser in the Buyer, the dollar Indemnification Notice an amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Indemnity Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction Funds from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Indemnity Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion amount of such Indemnification Claim (to the extent of the Buyer Indemnification Claim for which there is no objectionIndemnity Escrow Funds). (v) For purposes of this Agreement:

Indemnification Claims. (i) From time On each occasion on which Parent determines in good faith that any Buyer Indemnified Party is entitled to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, payment of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) the Sellers or MFFB in accordance with Article XI of the Purchase Agreement, Parent or Buyer may deliver to the Sellers, MFFB, and the Escrow Agent a written request for the payment of such amount (“Draw-Down Request”). The Indemnifying Sellers Draw-Down Request shall have a period set forth the amount requested and, in reasonable detail, the specific basis (to the extent known) for the determination of sixty (60) days (the “Sellers Reviewing Period”) in which amount of the claim and why such Buyer Indemnified Party is entitled to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimpayment of such amount. (ii) If Within five (5) Business Days after receipt by the Indemnifying Sellers do not and the Escrow Agent of any Draw-Down Request, the Sellers or MFFB may deliver a noticeto Parent, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim a written objection to all or any part of the Draw-Down Request (a “Rejection NoticeObjection”). (iii) prior If, in connection with any Draw-Down Request, the Sellers fail to 5:00 p.m., Eastern Time, deliver an Objection by the expiration end of the period ending on the fifteenth fifth (15th5th) Business Day following the end receipt by the Sellers of a Draw-Down Request, the Escrow Agent shall pay to the applicable Buyer Indemnified Party out of the Escrow Account an amount equal to the amount requested in the Draw-Down Request, in accordance with Section 3(c) of this Agreement. Any such payment shall be made on or before the third (3rd) Business Day following the expiration of such five (5) day period. (iv) If the Sellers Reviewing Period deliver a timely Objection with respect to all or any portion of a Draw-Down Request, the Escrow Agent shall not disburse, and shall continue to hold in the Escrow Account, the amount requested in the Draw-Down Request or the disputed portion thereof, as the case may be, pending receipt of either (A) written payment instructions signed by Parent and the Sellers specifying the agreement of the Parties as to the action to be taken by the Escrow Agent in respect of such Draw-Down Request (the “Rejection Notice PeriodPayment Instructions”) or (B) a notice from Parent and the Sellers stating that such Draw-Down Request has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered (“Judgment Notice”) which is accompanied by a copy of a final, non-appealable order of such court (“Order”), then pursuant to which such court has determined whether and to what extent the dollar Buyer Indemnified Party is entitled to the amount requested in the Draw-Down Request. Upon receipt of Payment Instructions or a Judgment Notice, the Escrow Agent shall thereafter act in accordance with Section 3(b)(v) or Section 3(b)(vi) below, as applicable. (v) If the Escrow Agent receives Payment Instructions indicating that a Buyer Indemnified Party is entitled to payment in respect of all or any portion of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice PeriodDraw-Down Request, the Escrow Agent shall release from the Escrow Account and deliver to such Buyer Indemnified Party such amount as is indicated by wire transfer to an account or accounts designated by the Buyer, the dollar amount such Payment Instructions in accordance with Section 3(c) of the Buyer Indemnification Claim in the applicable Indemnification Noticethis Agreement. The Escrow Agent shall not inquire into deliver the amounts due to the Buyer Indemnified Party on or consider whether before the fifth (5th) Business Day following the date on which the Escrow Agent receives such Payment Instructions. If the Payment Instructions indicate that a Buyer Indemnification Claim complies with the requirements Indemnified Party is not entitled to all or any portion of the Purchase Agreement. amount claimed in such Draw-Down Request (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim“Discharge Notice”), then the Escrow Agent shall make payment (A) deliver to the Buyer Indemnified Party that portion, if any, of the amount claimed in the Draw-Down Request to which such Buyer Indemnified Party is entitled, in accordance with Section 3(c) of this Agreement, and (B) continue to hold the remaining amount of such Aggregate Escrow Shares and Aggregate Cash Amount in the Escrow Account in accordance with the terms of this Agreement. (vi) If the Escrow Agent receives a Judgment Notice and an Order with respect to an any Draw-Down Request, then the Escrow Agent shall release from the Escrow Account and deliver to the applicable Indemnification Notice only (1) Buyer Indemnified Party such amount from the Escrow Account equal to the amount due such Buyer Indemnified Party, as indicated in such Order in accordance with a Joint Written Instruction (as defined below), on Section 3(c) of this Agreement. The Escrow Agent shall deliver the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from amounts due to the Buyer directing payment with respect thereto, Indemnified Party on or before the third fifth (3rd5th) Business Day following the date on which the Escrow Agent’s receipt thereof, provided Agent receives such Order. If such Order indicates that the applicable Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction Indemnified Party is not entitled to the Indemnifying Sellers. (iv) If all or any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claimthe amount claimed in the Draw-Down Request (“Determination Discharge”), then the Escrow Agent shall promptly release out (A) deliver to the Buyer Indemnified Party that portion, if any, of the amount claimed in the Draw-Down Request to which such Buyer Indemnified Party is entitled, in accordance with Section 3(c) of this Agreement, and (B) continue to hold the remaining amount of such Aggregate Escrow Fund from Shares and Aggregate Cash Amount in the Escrow Account by wire transfer to an account designated by in accordance with the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes terms of this Agreement:.

Indemnification Claims. After any portion of a claim for indemnification by Buyer (ion behalf of itself or any other Indemnitee) From time becomes an Established Claim and no later than three business days thereafter, Buyer, GGC and Sellers Sellers (acting through the Sellers’ Representative) shall jointly deliver a notice to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date Escrow Agent (as defined below), the Buyer may give notice (the a “Indemnification Joint Notice”) directing the Escrow Agent to make payment to the Indemnifying Sellers Buyer from the Indemnification Escrow Fund, and the Escrow Agent, specifying upon receipt of the nature and dollar amountJoint Notice, shall promptly deliver to the Buyer the amount of a claim relating to the Established Claim (or, if at such time there remains in the Indemnification Escrow Fund less than the full amount so payable, the full amount remaining in the Indemnification Escrow Fund). As used in this Escrow Agreement, “Established Claim” means any portion of any claim for indemnification by the Buyer (a “Buyer Indemnification Claim”on behalf of itself or any other Indemnitee) that is (i) not disputed through a Buyer Indemnified Person Claim Dispute Notice, (ii) resolved by mutual resolution of the Parties, or (iii) has made against an Indemnifying Seller under Section 8.1(jbeen sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, each claim for indemnification by Buyer (on behalf of itself or any other Indemnitee) shall be subject to the limitations, procedures and obligations set forth in the Purchase Agreement. The Indemnifying Sellers shall have In the event (a) a period final determination (after exhaustion of sixty any appeals) by a court of competent jurisdiction provides that no portion of a claim for indemnification by Buyer (60on behalf of itself or any other Indemnitee) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, requires payment to the Buyer or, (b) if after a payment to Buyer of an Established Claim, there remains in escrow any portion of the Indemnification Escrow Fund, Buyer, GGC and Sellers (acting through the Sellers’ Representative) shall, within three business days thereof, provide Escrow Agent disputing such Buyer with Release Instructions as to any amounts remaining in the Indemnification Claim Escrow Fund (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by less the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth payment in the applicable Indemnification Notice case of (b)),that would have been the subject of prior release instructions pursuant to Section 3 hereof, but for the delivery of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Officer’s Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementCertificate . (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on In the last Business Day immediately preceding the Release Date event of any claim for indemnification by any Buyer Indemnified Party (as defined belowin the Purchase Agreement) under Section 9.2(a)(ii) or Section 9.2(a)(iii) of the Purchase Agreement (an “Indemnification Claim”), Buyer shall 1 NTD: To be an amount equal to the Indemnity Escrow Amount as determined on the Closing Date. have the right to seek payment of any amount to which any Buyer may give Indemnified Party is entitled pursuant to the terms and provisions of the Purchase Agreement (an “Indemnification Amount”) out of the Escrow Property by delivering written notice containing the information set forth below to the Escrow Agent with a copy to Sellers’ Representative (the “Indemnification Notice”). Each Indemnification Notice must (A) state the actual or estimated dollar amount sought to the Indemnifying Sellers and be paid from the Escrow Agent, specifying Property and include a certification that such amount represents Buyer’s good faith estimate of the nature and dollar amount, of a claim relating amount to any claim for indemnification (a “Buyer Indemnification Claim”) that a which the Buyer Indemnified Person has made against an Indemnifying Seller Party would be entitled upon resolution of such Indemnification Claim and (B) have attached thereto a copy of the Claim Notice (as defined in the Purchase Agreement) or the notice delivered under Section 8.1(j9.3(d) of the Purchase Agreement, as applicable, with respect to such Indemnification Claim. The Indemnifying Sellers shall have a period Prior to 5:00 p.m., Eastern Time on the thirtieth (30th) day after Sellers’ Representative’s receipt of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and Notice, Sellers’ Representative may deliver notice to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Counter Indemnification Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer disputing such Indemnification Claim in whole or in part (any disputed amount, the applicable Indemnification Notice“Contested Amount”). The Escrow Agent shall not inquire into or consider whether a Buyer an Indemnification Claim complies with the requirements of the Purchase Agreement. (iiiii) If If, prior to 5:00 p.m., Eastern Time on the thirtieth (30th) day after Sellers’ Representative’s receipt of an Indemnification Notice, Sellers’ Representative does not deliver a Rejection Counter Indemnification Notice is given with respect to a Buyer such Indemnification Claim, then Notice to the Escrow Agent shall make payment and Buyer, then Buyer may thereafter deliver a notice to the Escrow Agent with respect a copy to Sellers’ Representative (an applicable “Uncontested Direction”) instructing the Escrow Agent to disburse the Indemnification Amount set forth in such Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following from the Escrow Agent’s Property to Buyer. Upon receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following by the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy Agent of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification ClaimUncontested Direction, the Escrow Agent shall promptly release out promptly, and in any event within two (2) Business Days after receipt of such Uncontested Direction, disburse all or a portion of the Escrow Fund Property strictly in accordance with such Uncontested Direction. (iii) If, prior to 5:00 p.m., Eastern Time on the thirtieth (30th) day after Sellers’ Representative’s receipt of an Indemnification Notice, Sellers’ Representative delivers a Counter Indemnification Notice with respect to such Indemnification Notice to the Escrow Agent and Buyer, then Buyer may thereafter deliver an Uncontested Direction to the Escrow Agent, with a copy to Sellers’ Representative, instructing the Escrow Agent to disburse an amount, if any, equal to the Indemnification Amount set forth in such Indemnification Notice minus the Contested Amount with respect to such Indemnification Notice from the Escrow Account by wire transfer Property to an account designated Buyer. Upon receipt by the Buyer an amount equal to Escrow Agent of such Uncontested Direction, the Escrow Agent shall promptly, and in any event within two (2) Business Days after receipt of such Uncontested Direction, disburse all or a portion of the Escrow Property strictly in accordance with such Uncontested Direction. Thereafter, the Escrow Agent shall continue to hold and shall make disbursement of Escrow Property with respect to such Contested Amount only in accordance with (A) a Joint Direction or (B) a Final Award Direction (resolved as between Buyer Indemnification Claim for which there is no objectionand Sellers in accordance with the terms of the Purchase Agreement). Upon receipt of a Joint Direction or Final Award Direction as specified in the preceding sentence, the Escrow Agent shall disburse to Buyer the dollar amount specified in the Joint Direction or Final Award Direction, in accordance with Section 3(a) or Section 3(b), as applicable. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Standard Time, on the last Business Day day immediately preceding the Release Date (as defined below), the Buyer Acquiror may give notice (the “Indemnification Notice”) to the Indemnifying Sellers Stockholder Representative and the Escrow Agent, specifying the nature and dollar amountamount (to the extent known), of a claim relating to any claim for indemnification (a an “Buyer Acquiror Indemnification Claim”) that a Buyer an Acquiror Indemnified Person has made against an Indemnifying Seller Party may have under Section 8.1(j9.2(a) or Article VI of the Purchase Merger Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do Acquiror delivers any Acquiror Indemnification Claim to the Escrow Agent, then the Acquiror shall simultaneously deliver such Acquiror Indemnification Claim to the Stockholder Representative. If the Stockholder Representative does not deliver a notice, in the form attached hereto as Exhibit IB, to the Buyer and the Escrow Agent disputing such Buyer Acquiror Indemnification Claim (a “Rejection Counter Indemnification Notice”) prior to 5:00 p.m., Eastern Standard Time, by the expiration of the period ending on the fifteenth thirtieth (15th30th) Business Day following calendar day after the end of date on which the Sellers Reviewing Period (Escrow Agent shall have received the “Rejection Notice Period”)applicable Indemnification Notice, then the dollar amount of the Buyer Acquiror Indemnification Claim set forth in the applicable Acquiror’s Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodsuch thirtieth (30th) calendar day, the Escrow Agent shall release from the Escrow Account Amount by wire transfer to an account or accounts designated by the Buyer, Acquiror the dollar amount of the Buyer Acquiror Indemnification Claim in the applicable Indemnification Notice. The Stockholder Representative shall simultaneously provide to the Acquiror a copy of any Counter Indemnification Notice the Stockholder Representative delivers to the Escrow Agent. The Escrow Agent shall not inquire into or consider whether (x) an Acquiror Indemnification Claim, or (y) a Buyer Counter Indemnification Claim Notice, complies with the requirements of the Purchase Merger Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any A claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has under this Section 9 shall be made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Acquiror by delivering to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m.Securityholders’ Agent, Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following or before the end of the Sellers Reviewing Period applicable survival period for a particular claim as set forth in this Section 9, a certificate signed by any officer of Acquiror (an “Officer’s Certificate”) stating that Damages exist with respect to the “Rejection Notice Period”)indemnification obligations of the Effective Time Holders, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. The amount of the Damages claimed in the Officer’s Certificate shall not be released from escrow to the Effective Time Holders until resolved pursuant to the terms hereof. (b) If the Securityholders’ Agent does not contest, by written notice to Acquiror, the Damages claimed by Acquiror in any Officer’s Certificate within thirty (30) Business Days after any such Officer’s Certificate is received by the Securityholders’ Agent, then the dollar Securityholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Acquiror Indemnified Persons of the full amount of the Buyer Indemnification Claim set forth Losses specified in the applicable Indemnification Notice Officer’s Certificate, including the forfeiture of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release such amount from the Escrow Account by wire transfer Consideration (subject to an account or accounts designated by the Buyerterms and conditions in this Section 9) having a value sufficient to satisfy such Damages and, without further notice, to have stipulated to the dollar entry of a final judgment for the Damages against the Securityholders’ Agent for such amount of in any court having jurisdiction over the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementmatter where venue is proper. (iiic) If the Securityholders’ Agent disputes any claim or claims made in any Officer’s Certificate by providing written notice thereof to Acquiror, within thirty (30) Business Days of receiving the Officer’s Certificate, specifying in reasonable detail the individual items in dispute and the nature of the dispute, Acquiror shall have thirty (30) Business Days to respond in a Rejection Notice is given written statement to the objection of the Securityholders’ Agent. If after such thirty (30) Business Days period there remains a dispute as to any claims, the Securityholders’ Agent and Acquiror shall attempt in good faith for an additional thirty (30) Business Days to agree upon the rights of the respective parties with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy each of such Certificated Final Order claims. If the Securityholders’ Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by Acquiror and the accompanying instruction to the Indemnifying SellersSecurityholders’ Agent. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. 3.3.1. At any time prior to the one-year anniversary of the date of this Agreement, upon the Company's commencement of any arbitration or court proceeding seeking an award of Escrow Shares in satisfaction of a claim for indemnification made by the Company pursuant to the Asset Purchase Agreement (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined belowan "Indemnification Claim"), and written notice of the Buyer may give notice (the “Indemnification Notice”) Claim being given to the Indemnifying Sellers and the Escrow Agent, specifying an amount of Escrow Shares sufficient to satisfy the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”calculated as provided herein) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided be reserved by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration pending resolution of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then even if the reserved Escrow Shares otherwise become eligible for release under this Agreement. Upon resolution of the Indemnification Claim by settlement agreement, arbitral award or court order, all or a portion of the Escrow Agent Shares shall make payment with respect be released to an applicable the Company in satisfaction of the Indemnification Notice only (1) Claim to the extent provided in accordance with a Joint Written Instruction (as defined below)the settlement agreement, on the Business Day immediately following the Escrow Agent’s receipt thereof, arbitral award or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereofcourt order, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order any arbitral award or court order has become final and the accompanying instruction to the Indemnifying Sellersunappealable. (iv) If 3.3.2. For purposes of determining the number of shares to be reserved for any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Company shall make a good faith calculation of the number of shares required to satisfy the Indemnification Claim using the average of the closing bid price of the Company's common stock on the five trading days immediately preceding the date notice of the Indemnification Claim is given to the Escrow Agent. The number of shares so determined by the Company shall be reserved by the Escrow Agent. 3.3.3. The Company shall "▇▇▇▇ to market" the number of reserved Escrow Shares on the first trading day of each month (using the average of the closing bid price of the Company's common stock on the last five trading days of the prior month) as long as any Escrow Shares are held in reserve by the Escrow Agent shall promptly release out for an Indemnification Claim. If at the beginning of any month the value of the reserved Escrow Fund from Shares has changed based upon such ▇▇▇▇ to market calculation by more than ten percent (10%) of the value as of the last required ▇▇▇▇ to market calculation, the Company shall deliver an instruction to the Escrow Account by wire transfer to an account designated Agent increasing or decreasing, as applicable, the number of Escrow Shares held in reserve by the Buyer an amount equal Escrow Agent. The Company shall send a copy of the instruction and calculation to CSEI. If CSEI has assigned its rights with respect to any Escrow Shares and the assignees have appointed a designee for purposes of receiving notice and giving consent (a "Designee"), CSEI also shall send a copy of the instruction and calculation to the portion of the Buyer Indemnification Claim for which there is no objectionDesignee. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m.Upon determination by Holding Company that it has a claim for indemnification under the Agreement, Eastern Time, on Holding Company shall notify the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice Stockholder in writing (the “"Indemnification Notice”") as to the Indemnifying Sellers amount of the claim and shall deliver a copy of the Indemnification Notice to the Escrow Agent, specifying and the nature and dollar amount, of a claim relating to any claim for indemnification following shall apply: (a “Buyer Indemnification Claim”i) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty Fifteen (6015) days (after the “Sellers Reviewing Period”) in which to review date of receipt of the Indemnification Notice provided by the Buyer and Escrow Agent, the Escrow Agent shall pay to request reasonable additional information Holding Company from the Buyer regarding Escrow Fund the Buyer amount of the claim stated in the Indemnification ClaimNotice, unless prior to the expiration of that fifteen (15) day period the Escrow Agent receives written notice (the "Dispute Notice") from the Stockholder stating that the amount of the claim is being contested. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Dispute Notice is delivered to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth that fifteen (15th15) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodday period, the Escrow Agent shall release pay to Holding Company from the Escrow Account by wire transfer to an account or accounts designated by Fund the Buyer, the dollar amount of the Buyer Indemnification Claim claim stated in the applicable Indemnification Notice. The Notice fifteen (15) days after the date of receipt of the Dispute Notice by the Escrow Agent, unless (a) payment by the Escrow Agent shall not inquire into is restrained or consider whether enjoined by a Buyer Indemnification Claim complies with court of UNITED FINANCIAL/FIRST SECURITY THIRD AMENDMENT competent jurisdiction, or (a) prior to the requirements expiration of that fifteen (15) day period the Purchase AgreementEscrow Agent is directed to pay a different amount to the Holding Company pursuant to a written notice received by the Escrow Agent from Holding Company and the Stockholder. (iii) If The Escrow Agent shall pay to Holding Company from the Escrow Fund such amount of amounts as shall be directed to be paid in any final order, decree or judgment (a Rejection Notice is given with respect to a Buyer Indemnification Claim, then "Final Decree") received by the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with from a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy court of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellerscompetent jurisdiction. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time on or before 5:00 p.m.March 31, Eastern Time2006, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer Parent may give notice (the “Indemnification a "Claim Notice”") to the Indemnifying Sellers Shareholders' Representative and the Escrow Agent, Agent specifying in reasonable detail the nature and dollar amount, amount of any claim (a "Claim") for Damages it may have under Article 12 or Article 13 of the Merger Agreement. Upon receipt of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against Claim Notice, Shareholders' Representative shall promptly send an Indemnifying Seller under Section 8.1(j) acknowledgement of the Purchase Agreementsame to Escrow Agent and Parent. The Indemnifying Sellers shall have a period of sixty If Escrow Agent has not received an acknowledgment from Shareholders' Representative within five (605) days (after Escrow Agent's receipt of the “Sellers Reviewing Period”) in which Claim Notice, Escrow Agent shall send a copy of the same to review the Indemnification Notice provided by the Buyer Shareholders' Representative. If Shareholders' Representative gives notice to Parent and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification any Claim (a “Rejection "Counter Notice”") prior to 5:00 p.m., Eastern Time, within twenty (20) Business Days following receipt by the expiration Escrow Agent of the period ending on the fifteenth Claim Notice regarding such Claim, such Claim shall be resolved as provided in Section 5(b) below. If no Counter Notice is received by Escrow Agent within such twenty (15th20) Business Day following period or if the end Counter Notice applies only to a portion of the Sellers Reviewing Period (the “Rejection Notice Period”)Claim Notice, then the dollar amount of the Buyer Indemnification Claim damages claimed by Parent as set forth in its Claim Notice, to the applicable Indemnification Notice of the Buyer extent undisputed, shall be deemed conclusive established for purposes of this AgreementEscrow Agreement and the Merger Agreement and, and on at the end of such twenty (20) Business Day immediately following expiration of the Rejection Notice Periodperiod, the Escrow Agent shall release from pay to the Escrow Account by wire transfer to an account or accounts designated by the Buyer, Parent the dollar amount of the Buyer Indemnification Claim claimed in the applicable Indemnification NoticeClaim Notice (or such undisputed portion thereof) from (and only to the extent of) the Escrow Fund. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Merger Agreement. (iiib) If a Rejection Counter Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification the disputed portion of the Claim as set forth in the Counter Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, i) joint written instructions of Parent and Shareholders' Representative or (2ii) in accordance with a Certificated Final final non-appealable Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, court of competent jurisdiction in any dispute over indemnification under Articles 12 or 13 of the Merger Agreement. Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionact on such Order without further question. (v) For purposes of this Agreement:

Indemnification Claims. If, in accordance with the provisions of Section 12.3(a)-(b), prior to the date scheduled for payment of the First Booking Earnout or any Subsequent Booking Earnout (but in no event later than the third anniversary of the Effective Time of the First Merger), Acquiror delivers a Notice of Claim (as defined in Article 12 and as limited by Section 12.3) to the Representative specifying that any earned but unpaid First Booking Earnout or Subsequent Booking Earnout is necessary to satisfy a Claim (as defined in Article 12 and as limited by Section 12.3) for Damages (as defined in Article 12) for which Acquiror may seek indemnification pursuant to Section 12.3(a)-(b) and such Claim remains unresolved, unsatisfied or disputed as of the date scheduled for payment of the earnout, then Acquiror shall (subject to the limitations of Section 12.3(a)-(b)) retain possession and custody of that amount of First Booking Stock Earnout, First Booking Cash Earnout, Subsequent Booking Stock Earnout or Subsequent Booking Cash Earnout, as applicable (with shares of Acquiror Common Stock retained being deemed to have a per share value determined in the manner set forth in Section 12.3(d)) that equals the total maximum amount of Damages then being claimed by Acquiror Indemnified Persons in all such unresolved, unsatisfied or disputed Claims, and within 10 business days following resolution of all such Claims, Acquiror shall release to the Effective Time Holders, at their respective addresses and in accordance with their respective Pro Rata Shares of the First Booking Stock Earnout, First Booking Cash Earnout, Subsequent Booking Stock Earnout or Subsequent Booking Cash Earnout, as applicable, all remaining First Booking Stock Earnout, First Booking Cash Earnout, Subsequent Booking Stock Earnout or Subsequent Booking Cash Earnout, as applicable, if any, not required to satisfy such Claims for which Acquiror may seek indemnification pursuant to Section 12.3(a)-(b). Such releases of First Booking Cash Earnout and Subsequent Booking Cash Earnout shall be made by check. If the number of First Booking Stock Earnout or Subsequent Booking Stock Earnout shares to be distributed to any Effective Time Holder is not evenly divisible by one, Acquiror shall round down the number of shares to be distributed to the nearest whole share. In lieu of the fractional interest not distributed, Acquiror shall distribute to such Effective Time Holder cash in an amount (rounded to the nearest whole cent) equal to the product of (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers such fractional interest and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, Average Acquiror Price (determined in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim manner set forth in the applicable Indemnification Notice Section 12.3(d)). The payment of the Buyer any First Booking Stock Earnout or Subsequent Booking Stock Earnout in satisfaction of any indemnification obligations under and in accordance with Article 12 shall be deemed conclusive for purposes of this Agreementmade, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claimeach Effective Time Holder, then first with Vested Acquiror Shares and then, if such shares are insufficient to satisfy such indemnification obligation and only to the Escrow Agent extent of such insufficiency, shall make such payment be made with Unvested Acquiror Shares. The payment of any First Booking Cash Earnout or Subsequent Booking Cash Earnout in satisfaction of any indemnification obligations under and in accordance with Article 12 shall be made, with respect to an applicable Indemnification Notice each Effective Time Holder, first with Vested Acquiror Cash and then, if such cash is insufficient to satisfy such indemnification obligation and only (1) in accordance with a Joint Written Instruction (as defined below), on to the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy extent of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersinsufficiency, shall such payment be made with Unvested Acquiror Cash. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From At any time and from time to time before 5:00 p.m.until January 20, Eastern Time2016 (the “Termination Date”), on the last Business Day immediately preceding the Release Date Buyer may, under appropriate circumstances (as defined belowsuch are governed by the terms and conditions of the Purchase Agreement), the Buyer may give written notice (the “Indemnification Notice”) to the Indemnifying Sellers P▇▇▇▇▇▇ and the Escrow Agent, Agent specifying the nature and dollar amount, amount of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a for which Buyer Indemnified Person has made against an Indemnifying Seller asserts entitlement to indemnification under Section 8.1(j) the terms and conditions of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which If P▇▇▇▇▇▇ does not deliver written notice to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Counter Indemnification Notice”) prior to 5:00 p.m., Eastern Time, by the expiration within ten (10) days after Escrow Agent’s receipt of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”)Indemnification Notice, then the dollar amount of the Buyer Indemnification Claim set forth in the applicable such Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Escrow Agreement, and on and, at the Business Day immediately following expiration end of the Rejection Notice Periodsuch ten-day (10) period, the Escrow Agent shall release deliver to Buyer from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, Amount the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice, if any monies remain in the Escrow Amount. The Escrow Agent shall not inquire into a Claim, or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement, but shall rely conclusively and without inquiry on each Indemnification Notice. (iiiii) If a Rejection Counter Indemnification Notice is given with respect delivered by P▇▇▇▇▇▇ to a Buyer Indemnification Claimand Escrow Agent, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice the respective Claim only (1A) in accordance with joint written instructions of P▇▇▇▇▇▇ and Buyer or (B) after a Joint Written Instruction decision has been rendered by a court of competent jurisdiction to enforce an award with respect to the amount of such Claim, and then in accordance with such decision (as defined belowincluding all interest earned on such awarded amount). If Escrow Agent obeys or complies with any such order, on judgment or decree of any court, Escrow Agent shall not be liable to P▇▇▇▇▇▇, Buyer or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (iii) Any Claim (A) which has been made before the Business Day immediately following the Escrow Agent’s receipt thereofTermination Date or (B) which is described in Section 5(a)(ii) hereof (x) for which P▇▇▇▇▇▇ and Buyer have not issued a joint instruction letter for payment, or (2y) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from which has not been the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion subject of a court decision, shall be referred to herein as an “Open Claim” with the amount alleged therein to be an “Open Claim Amount.” An Open Claim may be withdrawn or revised by Buyer Indemnification Claim, the only pursuant to a written letter to Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account signed by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionspecifying such withdrawal or amendment. (v) For purposes of this Agreement:

Indemnification Claims. Parent and its affiliates shall be compensated ---------------------- for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense ("Damages") incurred by Parent, its officers, directors, or --------- affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) From time to time before 5:00 p.m., Eastern Time, on any inaccuracy or breach of a representation or warranty of the last Business Day immediately preceding the Release Date Company (as defined belowmodified by the Company Schedules), or any failure by the Buyer may give notice Company to perform or comply with any covenant contained herein, up to a total aggregate amount of $2,500,000 (an "Indemnification Claim"). In addition, Parent and it --------------------- affiliates shall be compensated for the failure of the Company to obtain, perform and deliver to Parent an Amendment Agreement (the “Indemnification Notice”"Amendment") to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) executed --------- by all of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, parties thereto substantially in the form attached hereto as Exhibit IG (an "IP Claim"). --------- (a) Closing Stock; Escrow. Parent shall be entitled to deduct from the --------------------- Closing Stock shares of its Parent Common Stock as set forth herein. As soon as practicable after the Closing Date, the number of shares of Parent Common Stock listed opposite the shareholders (the Indemnification Shares and IP Shares together, the "Escrow Shares"), without any act of any of the below- ------------- named shareholders (the "Escrow Shareholders"), will be deposited, along ------------------- with undated executed Assignments Separate from Certificates, with an institution to be designated by Parent (and if none so designated, to the Buyer and the Parent) as Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”the "Escrow Agent"). Such deposit shall constitute an escrow fund ------------ (the "Escrow Fund") prior to 5:00 p.m., Eastern Time, be governed by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim terms set forth in the applicable herein and at Parent's ----------- cost and expense. Parent may not receive any Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release Shares from the Escrow Account by wire transfer to Fund unless and until an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction Officer's Certificate (as defined in paragraph (e) below)) identifying Damages, on the Business Day immediately following aggregate amount of which exceed $75,000, have been delivered to the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction Parent may recover from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund the total of its Damages, including the first $75,000. Parent may not receive any IP Shares from the Escrow Account by wire transfer Fund unless and until an Officer's Certificate is delivered to Escrow Agent setting forth that an account designated Amendment had not been duly delivered to Parent by the Buyer Expiration Date. Indemnification Percentage of Name of Escrow Shareholder Shares IP Shares Escrow Fund ------------------------------------------------------------------------------------------------------------------ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 6,438 13,800 7.36% ------------------------------------------------------------------------------------------------------------------ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 15,306 32,794 17.49% ------------------------------------------------------------------------------------------------------------------ Hill Partnership III 33,804 72,431 38.63% (an amount equal to the portion affiliate of the Buyer Indemnification Claim for which there is no objection. ▇▇▇▇ ▇▇▇▇▇▇ Ventures) ------------------------------------------------------------------------------------------------------------------ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund II 31,952 68,475 36.52% (van affiliate of One Liberty Ventures) For purposes of this Agreement:------------------------------------------------------------------------------------------------------------------

Indemnification Claims. (ia) From Parent may at any time, or from time to time, during the period from and after the date of this Agreement until 5:00 p.m. eastern time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding Termination Date, deliver to the Release Date (as defined below), Escrow Agent and the Buyer may give Company Shareholders’ Representative written notice (the an “Indemnification Notice”) asserting that one or more Parent Indemnified Parties are entitled to indemnification under Article VIII of the Indemnifying Sellers Merger Agreement, which Indemnification Notice shall state in reasonable detail, the basis thereof and the amount of Escrowed Cash and/or the number of Escrowed Shares subject to such indemnification claim (the “Claimed Amount”). (b) If, within thirty (30) days after receipt by the Escrow AgentAgent and the Company Shareholders’ Representative of an Indemnification Notice (the “Dispute Period”), specifying the nature and dollar amount, of a claim relating to any claim for indemnification Escrow Agent receives written notice (a “Buyer Indemnification ClaimDispute Notice”) from the Company Shareholders’ Representative that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) dispute exists with respect to any indemnification claim set forth in such Indemnification Notice, which Dispute Notice shall state the basis of such dispute and the portion of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days Claimed Amount as to which no dispute exists (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice PeriodUndisputed Claimed Amount”), then the dollar amount Escrow Agent shall: (i) within a reasonable period of time, disburse to Parent the Undisputed Claimed Amount; and (ii) retain the disputed portion of the Buyer Indemnification Claim Claimed Amount until the first to occur of (i) the date on which the Escrow Agent receives Joint Instructions with respect thereto and (ii) the date on which the Escrow Agent receives an Arbitration Award or a Court Order with respect to such disputed portion of the Claimed Amount, and thereafter the Escrow Agent shall, subject to Section 3.1, distribute such Escrowed Assets in the amounts, to the Persons and in the manner set forth in such Joint Instructions, Arbitration Award or Court Order. (c) If the applicable Indemnification Escrow Agent does not receive a Dispute Notice of pursuant to Section 3.2(b) prior to the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Dispute Period, the Escrow Agent shall release from shall, within a reasonable period of time after the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount expiration of the Buyer Indemnification Claim in Dispute Period, disburse to Parent the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementfull Claimed Amount. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time To recover Damages under the indemnification obligations of the Effective Time Holders set forth in Section 9.1, an Acquiror Indemnified Person must deliver to time the Securityholders’ Agent on or before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release applicable Expiration Date a certificate signed by an officer of Acquiror (as defined below), the Buyer may give notice (the an “Indemnification NoticeOfficer’s Certificate”) stating that Damages exist with respect to the Indemnifying Sellers indemnification obligations of the Effective Time Holders set forth in Section 9.1, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. misrepresentation, breach of warranty, covenant or claim to which such item is related. (b) The Indemnifying Sellers Securityholders’ Agent shall have a period of sixty thirty (6030) days (the “Sellers Reviewing Period”) from and after delivery of any Officer’s Certificate to deliver to Acquiror a response, in which the Securityholders’ Agent shall: (i) agree that Acquiror is entitled to review receive all of the Indemnification Notice provided requested Damages (in which case the response shall be accompanied by written notice executed by the Buyer and Securityholders’ Agent instructing the Escrow Agent to request reasonable additional information from disburse the Buyer regarding requested Damages to Acquiror) or (ii) dispute that Acquiror is entitled to receive any or all of the Buyer Indemnification Claimrequested Damages. (iic) If the Indemnifying Sellers do Securityholders’ Agent does not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by response before the expiration of the thirty (30) day period ending on the fifteenth (15threferred to in Section 9.2(b) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth disputing any claim or claims made in the applicable Indemnification Notice of Officer’s Certificate, Acquiror shall, subject to the Buyer shall be deemed conclusive for purposes provisions of this AgreementSection 9, and on the Business Day immediately following expiration of the Rejection Notice Periodbe entitled to recover such Damages and, if the Escrow Agent shall release Account has not yet been released, receive from the Escrow Account by wire transfer a portion of such Escrow Account having a value equal to an account or accounts designated by such Damages and such amount shall no longer be payable to the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementEffective Time Holders. (iiid) If the Securityholders’ Agent disputes any claim or claims made in any Officer’s Certificate, Acquiror shall have thirty (30) days to respond in a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction written statement to the Indemnifying Sellers. objection of the Securityholders’ Agent. If after such thirty (iv30) If day period there remains a dispute as to any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claimclaims, the Escrow Securityholders’ Agent and Acquiror shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:attempt in good faith for

Indemnification Claims. (ia) From time Subject to time before 5:00 p.m.the limitations and provisions set forth in this Article 11, Eastern Timeupon receipt by a party from whom indemnification is being sought pursuant to Section 11.1 (an “Indemnifying Person”) of a certificate signed by any officer (an “Officer’s Certificate”) of a Buyer Affiliate or a Seller Affiliate (an “Indemnified Person”) stating that Losses exist with respect to the indemnification obligations set forth in Section 11.1, on and specifying in reasonable detail the last Business Day immediately preceding individual items of such Losses included in the Release Date amount so stated (as defined belowthe “Claimed Amount”), the Buyer may give notice (date each such item was paid, or properly accrued or arose, and the “Indemnification Notice”) nature of the misrepresentation, breach of warranty, obligation, covenant or agreement to which such item is related, the Indemnified Person shall, subject to the provisions of this Article 11, be entitled to be indemnified in accordance with this Article 11; provided, however, that indemnification obligations pursuant to this Article 11 for misrepresentations or breaches of warranty under Article 4 or Article 5, or for breaches of covenants, obligations or agreements, shall only apply if the applicable Officer's Certificate stating the Claimed Amount is received by the Indemnifying Sellers and Person during the Escrow Agent, specifying the nature and dollar amount, period of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) survivability of the Purchase Agreement. applicable representation, warranty, covenant, obligation or agreement, all as set forth in Section 11.5 below. (b) The Indemnifying Sellers Person shall have a period of sixty thirty (6030) days (from and after delivery of any Officer’s Certificate to deliver to the “Sellers Reviewing Period”) Indemnified Person a response, in which the Indemnifying Person shall: (i) agree that the Indemnified Person is entitled to review receive payment for all of the Indemnification Notice provided by requested Losses or (ii) dispute that the Buyer and Indemnified Person is entitled to request reasonable additional information from receive payment for all the Buyer regarding the Buyer Indemnification Claimrequested Losses. (iic) If the Indemnifying Sellers do not deliver Person disputes any claim or claims made in any Officer’s Certificate, the Indemnified Person shall have thirty (30) days to respond in a notice, in the form attached hereto as Exhibit I, written statement to the Buyer objection of the Indemnifying Person. If after such thirty (30) day period there remains a dispute as to any claims, the Indemnified Person and the Escrow Agent disputing such Buyer Indemnification Claim Indemnifying Person shall attempt in good faith for thirty (a “Rejection Notice”30) prior days to 5:00 p.m., Eastern Time, by agree upon the expiration rights of the period ending on the fifteenth (15th) Business Day following the end respective parties with respect to each of the Sellers Reviewing Period such claims (the “Rejection Notice Claims Period”). If the Indemnified Person and the Indemnifying Person should so agree, then the dollar amount of the Buyer Indemnification Claim set a memorandum setting forth in the applicable Indemnification Notice of the Buyer such agreement shall be deemed conclusive for purposes of this Agreement, prepared and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account signed by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementand Seller. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m., Eastern Time, on prior to the last Business Day immediately preceding first anniversary of the Release Date Effective Time (as defined below), certified to the Buyer Escrow Agent by the Parent in writing) Parent may give deliver to the Escrow Agent and the Stockholder Representative a written notice (the “Indemnification Notice”a "Notice of Claim") (A) requesting distribution to the Indemnifying Sellers Parent of a number of ------ -- ----- Escrowed Shares having a value equal to the amount of Losses specified in such notice for which Parent is seeking indemnification under Article IX of the Merger Agreement, or (B) requesting that a number of Escrowed Shares having a value equal to the amount of any such Losses remain in escrow until the amount of such Losses and the validity of Parent's indemnification claim for such Losses is finally determined. In addition, Parent shall deliver to the Escrow Agent, specifying the nature and dollar amountimmediately after receipt by Parent, a copy of a delivery receipt or other appropriate proof of delivery to the Stockholder Representative of such Notice of Claim (the "Delivery Receipt"). Subject to the provisions of this -------- ------- Section 5.1 (a), on the twentieth (20th) Business Day after the date of delivery by Parent to the Stockholder Representative (as indicated in the Delivery Receipt) of a Notice of Claim pursuant to the foregoing clause (A), Escrow Agent shall release from the escrow hereunder and cause to be delivered to Parent, in the manner provided in Section 5.5 below, a number of Escrowed Shares having a value equal to the amount of Losses specified in such Notice of Claim. Notwithstanding the foregoing, if Escrow Agent receives, within such twenty (20) Business Day period (the "Objection Period"), a written objection from the --------- ------ Stockholder Representative to all or any portion of the amount of Losses specified by Parent in such Notice of Claim, then the Escrow Agent shall withhold from the number of Escrowed Shares that would otherwise be released pursuant to this Section 5.1(a) a number of Escrowed Shares (the "Clause A ------ - Disputed Escrowed Shares") having a value equal to the amount of the Losses set -------- -------- ------ forth in such Notice of Claim that the Stockholder Representative disputes in such written objection until Escrow Agent shall have received either (I) non-conflicting joint written instructions from the Stockholder Representative and Parent as to the disposition of all or any number of the Clause A Disputed Escrowed Shares, or (II) an order of an arbitrator or court having jurisdiction over the matter, which is final and not subject to further court proceedings or appeal, with respect to the appropriate disposition of the Clause A Disputed Escrowed Shares. In the event that the Escrow Agent shall receive a Notice of Claim delivered pursuant to clause (B) above, the Escrow Agent shall continue to hold in escrow, a number of Escrowed Shares having a value equal to the amount of the Losses set forth in such Notice of Claim (the "Clause B Disputed Escrowed ------ - ----------------- Shares") until Escrow Agent shall have received either (I) non-conflicting joint ------ written instructions from the Stockholder Representative and Parent as to the disposition of such Clause B Disputed Escrowed Shares, or (II) an order of an arbitrator or court having jurisdiction over the matter, which is final and not subject to further court proceedings or appeal, with respect to the appropriate disposition of such Clause B Disputed Escrowed Shares. Upon receipt of any joint written instructions from the Stockholder Representative and Parent or any such order of an arbitrator or court, Escrow Agent shall release from the escrow hereunder and cause to be delivered to Parent, the Management Payees and/or the Stockholders, in the manner provided in Section 5.5 below, any and all Clause A Disputed Escrowed Shares and/or Clause B Disputed Escrowed Shares subject to such joint written instructions or order, all in accordance with such written instructions or order. The foregoing provisions of this Section 5.1(a) shall not apply to a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j5.1(b) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimbelow. (iib) If the Indemnifying Sellers do not deliver a notice, Notwithstanding anything in the form attached hereto as Exhibit I, Section 5.1(a) to the Buyer and contrary, Parent may deliver to the Escrow Agent disputing such Buyer Indemnification Claim (with a copy to the Stockholder Representative) a written notice (a “Rejection Notice”"Section 6.1 Notice of Claim") prior requesting distribution to 5:00 p.m., Eastern Time, by ------- --- ------ -- ----- the expiration Parent of a number of Escrowed Shares having a value equal to the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of Losses specified in such notice for which Parent is seeking indemnification for any liability or obligation of Parent to the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes Escrow Agent under Section 6.1 of this Agreement, and on . As soon as practicable after the Business Day immediately following expiration date of delivery by Parent to the Rejection Escrow Agent of a Section 6.1 Notice Periodof Claim, the Escrow Agent shall release from the Escrow Account by wire transfer escrow hereunder and cause to an account or accounts designated by the Buyerbe delivered to Parent, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether manner provided in Section 5.5 below, a Buyer Indemnification Claim complies with the requirements number of the Purchase Agreement. (iii) If Escrowed Shares having a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount value equal to the portion amount of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:Losses specified in such Section 6.1

Indemnification Claims. (ia) From time An Indemnification Claim for Losses to time before 5:00 p.m., Eastern Time, on be paid from the last Business Day immediately preceding Escrow Fund pursuant to Article IX of the Release Date (as defined below), Merger Agreement may be made only if the Buyer may give notice (the “Indemnification Notice”) Company delivers to the Indemnifying Sellers and Shareholders' Representative (with a copy to the Escrow Agent, specifying ) by the nature and dollar amount, of a claim relating to any claim deadline for indemnification (a “Buyer submitting such an Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller Claim under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days Merger Agreement (the “Sellers Reviewing Period”"INDEMNITY TERMINATION DATE") a Claim Notice that sets forth in which reasonable detail the specific facts and circumstances giving rise to review the Indemnification Notice provided by the Buyer such claim and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration good faith estimate of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Losses for which the Indemnified Party claims it is entitled to indemnification pursuant to the terms of the Merger Agreement (the "INDEMNIFICATION AMOUNT"). If, within thirty (30) days following receipt by the Shareholders' Representative of a Claim Notice, the Shareholders' Representative gives notice (a "COUNTER NOTICE") to the Company (with a copy to the Escrow Agent) disputing the applicable Indemnified Party's entitlement to indemnification with respect to the Indemnification Claim set forth in a Claim Notice or disputing the applicable Indemnification estimate set forth in such Claim Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Losses for which the Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement, the applicable Indemnified Party's entitlement to indemnification with respect to the Indemnification Claim and the dollar amount of the Losses for which the Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement shall be resolved as provided in Section 2(c) below. (b) If no Counter Notice is received by the Escrow Agent within such thirty (30) day period, then the Indemnification Amount claimed in the applicable Indemnification Notice. The Claim Notice shall be deemed established for purposes of this Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with Agreement, and, at the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy end of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. thirty (iv30) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claimday period, the Escrow Agent shall promptly release out of deliver to the Company from the Escrow Fund shares of Company Common Stock with a Market Value (as defined below) as of the date of the Claim Notice equal to the Indemnification Amount as claimed in the Claim Notice. The shares of Company Common Stock so delivered to the Company from the Escrow Account by wire transfer to an account designated by Fund shall be disbursed from the Buyer an amount shares of Company Common Stock of the Former Shareholders included in the Escrow Fund proportionally in accordance with their respective Pro Rata Percentages. The "MARKET VALUE" of a share of Company Common Stock as of any day shall be equal to the portion average of the Buyer Indemnification Claim for Company Stock Prices over the ten consecutive NASDAQ trading days (or, if the Company Common Stock is not traded on the NASDAQ National Market, such number of trading days on any other exchange or market on which there the Company Common Stock is no objectionthen trading) ending on and including the second full trading day preceding such day. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From Parent may at any time, or from time to time, during the period from and after the date of this Agreement until 5:00 p.m. eastern time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding ▇▇▇▇▇▇ Termination Date or the Release General Escrow Termination Date (as defined belowapplicable), deliver to the Buyer may give Escrow Agent and the Company Shareholders’ Representative written notice (the an “Indemnification Notice”) asserting that one or more Parent Indemnified Parties are entitled to indemnification under Article IX of the Stock Purchase Agreement, which Indemnification Notice shall state in reasonable detail, the basis and amount of such indemnification claim, whether it is to be paid from the ▇▇▇▇▇▇ Escrow Account or the General Escrow Account, and the portion of the Escrowed Assets, including the amount of Escrowed Shares, to be disbursed. Subject to the Indemnifying Sellers and provisions of this Section 3.3, the Escrow AgentAgent shall disburse to Parent from the specified Escrow Account the portion of Escrowed Assets (including the number of Escrowed Shares), specifying as set forth in the nature and dollar amountIndemnification Notice. The foregoing notwithstanding, in the event that within thirty (30) days after receipt by the Escrow Agent of a claim relating to any claim for indemnification an Indemnification Notice (the “Dispute Period”), the Escrow Agent receives written notice (a “Buyer Indemnification ClaimDispute Notice”) from the Company Shareholders’ Representative that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) dispute exists with respect to any such indemnification claim, which Dispute Notice shall state the basis of such dispute and the portion of the Purchase Agreement. The Indemnifying Sellers Escrowed Assets subject to such indemnification claim as to which no dispute exists, the Escrow Agent shall have a period continue to hold that portion of sixty (60the subject Escrowed Assets that is in dispute and shall disburse to Parent the Escrowed Assets as to which no dispute exists until otherwise directed pursuant to Section 3.3(b) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimbelow. (iib) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (receives a “Rejection Notice”) Dispute Notice prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Dispute Period, the Escrow Agent shall release from retain the disputed portion of the Escrowed Assets until the first to occur of (i) the date on which the Escrow Account by wire transfer to an account or accounts designated by Agent receives Joint Instructions with respect thereto and (ii) the Buyer, date on which the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into receives an Arbitration Award or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given Court Order with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellersdisputed claim. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (a) Subject to the limitations and other provisions set forth herein, the Indemnification Amount or the Tax Amount, as the case may be, shall provide the sole and exclusive source of payment to any Acquiror Indemnified Persons for Damages with respect to which they may be entitled to indemnification pursuant to Section 8.2. (b) If any Acquiror Indemnified Person (the "Claimant") has or claims to have incurred or suffered, or reasonably anticipates incurring or suffering, Damages for which the Claimant is or may be entitled to indemnification under Section 8.2 (subject to the limitations set forth in Section 8.3), Acquiror will, on behalf of the Claimant and on or prior to the Indemnification Termination Date, deliver a claim notice (a "Claim Notice") to Platinum in the manner provided below. Each Claim Notice shall include (i) From time a statement of the facts indicating that the Claimant giving such notice is an Acquiror Indemnified Person, (ii) a certification that such Claim Notice has been sent to time before 5:00 p.m.Platinum, Eastern Time(iii) a statement, on in reasonable detail, of the last Business Day immediately preceding basis for and the Release Date facts and circumstances supporting the belief that the Clamant is or may be entitled to indemnification under Section 8.2, and (as defined below), the Buyer may give notice (the “Indemnification Notice”iv) to the Indemnifying Sellers and extent possible, a non-binding, preliminary estimate of the Escrow Agent, specifying amount of Damages for which the nature and dollar amount, Claimant may be seeking indemnification (the "Claimed Amount"). (c) Within twenty (20) business days after receipt by Platinum of a claim relating Claim Notice (unless a longer period is consented to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers in writing by Acquiror, which consent shall have not be unreasonably withheld, provided in no event shall Acquiror be required to consent to a period of sixty longer than forty (6040) days days) (the “Sellers Reviewing "Response Notice Period”"), Platinum may deliver to Acquiror a written response (the "Response Notice") in which Platinum either: (i) agrees to review satisfy the Claimed Amount in full (up to the Indemnification Notice provided by Amount or the Buyer and to request reasonable additional information from Tax Amount, as the Buyer regarding the Buyer Indemnification Claim.case may be); (ii) agrees to satisfy a portion of the Claimed Amount; or (iii) contends that no portion of the Claimed Amount is required to be satisfied. If a Response Notice is not received by the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) Acquiror prior to 5:00 p.m., Eastern Time, by the expiration of the period ending Response Notice Period, then Platinum shall be deemed to have agreed to satisfy the previously unpaid portion of the Claimed Amount in full, up to Indemnification Amount or the Tax Amount, as the case may be. (d) If Platinum (i) delivers a Response Notice agreeing to satisfy the Claimed Amount in full (up the Indemnification Amount or the Tax Amount, as the case may be), (ii) does not deliver a Response Notice prior to the expiration of the Response Notice Period, or (iii) delivers a Response Notice agreeing to satisfy a portion, but not all, of the Claimed Amount , then, in any such case, Platinum shall, promptly following the delivery of the Response Notice (or promptly following the expiration of the Response Notice Period if no Response Notice has been delivered), deliver to Acquiror for the account of the Claimant payment equal to the Claimed Amount or such portion thereof (provided that payments by Platinum in the aggregate shall not exceed the Indemnification Amount or the Tax Amount, as the case may be). Acquiror shall be responsible for distributing such amounts received from Platinum to or among Claimants. (e) If Platinum delivers a Response Notice agreeing to satisfy part, but not all, of the Claimed Amount or contends that no portion of the Claimed Amount is required to be satisfied, Platinum and the Claimant shall attempt in good faith to resolve such dispute. If the Claimant and Platinum are able to resolve such dispute, such resolution shall be binding on the fifteenth Claimant and Platinum. (15thf) Business Day following If Platinum and the end Claimant are unable to resolve such dispute within ten (10) business days after the expiration of the Sellers Reviewing Response Notice Period (or such longer period as Platinum and the “Rejection Notice Period”Claimant may agree upon), then the dollar amount claim described in the Claim Notice shall be settled by binding arbitration before a single arbitrator to be held in San Jose, California under the auspices and rules of JAMS/Endispute, Inc. The arbitrator in such proceeding shall be required to sign and to deliver to both parties a written arbitration award. Such written award need not set forth the legal or factual determinations reached in making such award. The non-prevailing party in any such proceeding shall pay the reasonable expenses (including attorneys' fees) of the Buyer Indemnification Claim set forth in prevailing party and the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, fees and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies expenses associated with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) proceeding. For purposes of this Agreement:Section 8.4(f), the non-prevailing party shall be deemed to be the Claimant if the Claimant is held to be entitled to recover less than 50% of the amount in dispute (i.e., the amount of the Claimed Amount that Platinum had declined to satisfy); otherwise it shall be Platinum.

Indemnification Claims. (i) From At any time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) prior to the Indemnifying Sellers Final Scheduled Release Date, Buyer shall notify (which notice shall set forth the amount of estimated Losses) the Escrow Agent and the Escrow AgentCompany in writing of any Indemnification Claim for which Buyer or any of Buyer’s Other Indemnified Persons seeks indemnification out of the Escrowed Funds under the Purchase Agreement, specifying the nature and dollar amount, including a copy of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has notice made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Company shall have deliver to Buyer and the Escrow Agent a period written response to any Indemnification Claim asserted by Buyer (or any of sixty Buyer’s Other Indemnified Persons) within 30 days after receipt by the Company of such notice of Indemnification Claim (60) days (such date of receipt, the “Sellers Reviewing PeriodNotification Date”). Such written response shall specify either (x) in which that (and the extent to review which) the Company consents to the payment of such Indemnification Notice provided Claim asserted by Buyer (or any of Buyer’s Other Indemnified Persons) or (y) that the Buyer Company objects to the payment of such Indemnification Claim and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claimstating its reasons for objecting. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, (and to the extent that) the Company consents to the payment of any portion of an Indemnification Claim, Buyer and the Company shall deliver to the Escrow Agent disputing Agent, as promptly as is reasonably practicable under the circumstances, but in all events within five Business Days after the Company consents to such Indemnification Claim, a Direction Letter specifying the amount that the Company has consented to be paid to Buyer (or any of Buyer’s Other Indemnified Persons) with respect to such Indemnification Claim (a to the extent of such consent, an “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice PeriodAllowed Indemnification Claim”), then . Subject to the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodlimitations herein, the Escrow Agent shall release from promptly pay the Escrow Account Allowed Indemnification Claim to Buyer (or, if directed in writing by wire transfer to an account or accounts designated by the Buyer, the dollar amount to any of Buyer’s Other Indemnified Persons) out of the Buyer Indemnification Claim Escrowed Funds in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies accordance with the requirements of the Purchase Agreementthat Direction Letter. (iii) If the Company objects to the payment of an Indemnification Claim (or any portion thereof) (each such Indemnification Claim or portion thereof being a Rejection Notice is given “Disputed Indemnification Claim”), then Buyer and the Company shall deliver a Direction Letter pursuant to Section 3(a)(ii) with respect to a Buyer the payment of the undisputed portion (if any) of such Indemnification Claim. After the date the Company objects to the payment of the Disputed Indemnification Claim, then Buyer (or any of Buyer’s Other Indemnified Persons) may commence an action to obtain payment out of the Escrowed Funds with respect to such Disputed Indemnification Claim. No later than five Business Days following the final resolution of the Disputed Indemnification Claim (whether by order, judgment, decree, settlement, arbitration award or otherwise from which no appeal may be taken, whether because of lapsed time or otherwise), Buyer and the Company shall deliver a Direction Letter to the Escrow Agent directing payment of such Disputed Indemnification Claim and the Escrow Agent shall make payment with respect promptly pay such Disputed Indemnification Claim to an applicable Indemnification Notice only Buyer (1or, if directed in writing by Buyer, to any of Buyer’s Other Indemnified Persons) out of the Escrowed Funds in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersDirection Letter. (iv) If any Rejection Notice includes the Company fails to respond in writing in accordance with Section 3(a)(i) to a notice of an objection Indemnification Claim pursuant to only a portion Section 3(a)(i) within 30 days of a Buyer the applicable Notification Date, then the Company shall be deemed to have agreed to the validity of the Indemnification ClaimClaim for the amount thereof, and to have consented to the payment thereof. The Escrow Agent shall promptly release out make payment of the Escrow Fund such amount from the Escrow Account Escrowed Funds to Buyer (or, if directed in writing by wire transfer Buyer, to an account designated by any of Buyer’s Other Indemnified Persons) in accordance with Buyer’s written instructions, which instructions shall be consistent with the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionClaim. (v) For purposes The procedures in this Section 3(a) relate solely to the process for Buyer or any of Buyer’s Other Indemnified Persons to receive indemnification of Indemnification Claims out of the Escrowed Funds. Nothing in this Agreement shall limit Buyer or any other of Buyer’s Other Indemnified Persons from making any other claims directly against the Company or Seller that are permitted by the terms and conditions of the Purchase Agreement:.

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), After any portion of a claim for indemnification by the Buyer may give (on behalf of itself or any other Indemnitee) becomes an Established Claim and no later than three business days thereafter, Buyer, Helix and Sellers (acting through the Sellers’ Representative) shall jointly deliver a notice to the Escrow Agent (the a “Indemnification Joint Notice”) directing the Escrow Agent to make payment to the Indemnifying Sellers Buyer from the Indemnification Escrow Fund, and the Escrow Agent, specifying upon receipt of the nature and dollar amountJoint Notice, shall promptly deliver to the Buyer the amount of a claim relating to the Established Claim (or, if at such time there remains in the Indemnification Escrow Fund less than the full amount so payable, the full amount remaining in the Indemnification Escrow Fund). As used in this Escrow Agreement, “Established Claim” means any portion of any claim for indemnification by the Buyer (a “Buyer Indemnification Claim”on behalf of itself or any other Indemnitee) that is (i) not disputed through a Buyer Indemnified Person Claim Dispute Notice, (ii) resolved by mutual resolution of the Parties, or (iii) has made against an Indemnifying Seller under Section 8.1(jbeen sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, each claim for indemnification by the Buyer (on behalf of itself or any other Indemnitee) shall be subject to the limitations, procedures and obligations set forth in the Purchase Agreement. The Indemnifying Sellers shall have In the event (a) a period final determination (after exhaustion of sixty (60any appeals) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by a court of competent jurisdiction provides that no portion of a claim for indemnification by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (iion behalf of itself or any other Indemnitee) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, requires payment to the Buyer or, (b) if after a payment to the Buyer of an Established Claim, there remains in escrow any portion of the Indemnification Escrow Fund, Buyer, Helix and Sellers (acting through the Sellers’ Representative) shall, within three business days thereof, provide Escrow Agent disputing such Buyer with Release Instructions as to any amounts remaining in the Indemnification Claim Escrow Fund (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by less the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth payment in the applicable Indemnification Notice case of (b)), that would have been the subject of prior release instructions pursuant to Section 3 hereof, but for the delivery of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Officer’s Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementCertificate. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time A Claim to time before 5:00 p.m., Eastern Time, be paid from the Escrow Shares pursuant to Article IX of the Merger Agreement may be made only if the Committee delivers to the Stockholders’ Representative (with a copy to the Escrow Agent) on or prior to the last Business Day immediately preceding expiration of the Release Date Secondary Escrow Period (as defined belowin Section 3(b)) a Claim Notice satisfying the requirements of the Merger Agreement (the amount of any Damages set forth in any such Claim Notice, the Buyer may give notice (the “Indemnification Amount”). If, within 30 days following receipt by the Stockholders’ Representative of a Claim Notice, the Stockholders’ Representative gives notice (a “Counter Notice”) to the Indemnifying Sellers and Committee (with a copy to the Escrow Agent, specifying ) disputing the nature and dollar amount, of a claim relating applicable Wisconsin Indemnified Party’s entitlement to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, with respect to the Buyer and Claim set forth in a Claim Notice or disputing the Escrow Agent disputing estimate set forth in such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration Notice of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Damages for which the Wisconsin Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement, the applicable Wisconsin Indemnified Party’s entitlement to indemnification with respect to the Claim and the dollar amount of the Damages for which the Wisconsin Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement shall be resolved as provided in Section 2(c). (b) If no Counter Notice is received by the Escrow Agent within such 30 day period then the Indemnification Claim set forth Amount claimed in the applicable Indemnification Claim Notice of the Buyer shall be deemed conclusive established for purposes of this Agreement, and on and, at the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy end of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim30 day period, the Escrow Agent shall promptly release out upon the receipt of the Escrow Fund a written instruction from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. Company (v) For purposes of this Agreement:but in any

Indemnification Claims. (ia) From time A Claim to time before 5:00 p.m., Eastern Time, be paid from the Escrow Shares pursuant to Article IX of the Merger Agreement may be made only if the Committee delivers to the Stockholders’ Representative (with a copy to the Escrow Agent) on or prior to the last Business Day immediately preceding expiration of the Release Date Secondary Escrow Period (as defined belowin Section 3(b)) a Claim Notice satisfying the requirements of the Merger Agreement (the amount of any Damages set forth in any such Claim Notice, the Buyer may give notice (the “Indemnification Amount”). If, within 30 days following receipt by the Stockholders’ Representative of a Claim Notice, the Stockholders’ Representative gives notice (a “Counter Notice”) to the Indemnifying Sellers and Committee (with a copy to the Escrow Agent, specifying ) disputing the nature and dollar amount, of a claim relating applicable Delaware Indemnified Party’s entitlement to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, with respect to the Buyer and Claim set forth in a Claim Notice or disputing the Escrow Agent disputing estimate set forth in such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration Notice of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Damages for which the Delaware Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement, the applicable Delaware Indemnified Party’s entitlement to indemnification with respect to the Claim and the dollar amount of the Damages for which the Delaware Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement shall be resolved as provided in Section 2(c). (b) If no Counter Notice is received by the Escrow Agent within such 30 day period then the Indemnification Claim set forth Amount claimed in the applicable Indemnification Claim Notice of the Buyer shall be deemed conclusive established for purposes of this Agreement, and on and, at the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy end of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim30 day period, the Escrow Agent shall promptly release out (but in any event within three Business Days) deliver to the Company Escrow Shares with an aggregate Market Value (as defined below) equal to the unsatisfied Indemnification Amount, with the Market Value of such Escrow Shares to be determined as of the date of delivery of any Escrow Shares to the Company. The Committee will instruct the Escrow Agent in writing as to the number of Escrow Shares to be delivered to the Company pursuant to this Agreement, and will concurrently deliver a copy of such written instruction to the Stockholders’ Representative. Any Escrow Shares so delivered to the Company pursuant to this Section 2(b) shall be disbursed from the Escrow Shares of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. Participants proportionally in accordance with their respective Pro Rata Percentages (v) as defined below). For purposes of this Agreement:, (i) “Market Value” of a share of Common Stock as of any date of determination shall be the average of the daily closing prices of a share of the Common Stock as quoted on NASDAQ during the ten consecutive trading days ending on the last trading day immediately preceding such date of determination and (ii) each Escrow Participant’s “Pro Rata Percentage” shall be equal to [a] the number of shares of APP Stock held by such Escrow Participant, divided by [b] the total number of shares of APP Stock held by all Escrow Participants, rounding to the nearest one one-thousandth (rounding upward in the case of any ..

Indemnification Claims. An indemnification claim to recover Damages shall be subject to the following terms: (ia) From time During the thirty (30) day period commencing upon the delivery to time before 5:00 p.m., Eastern Time, on Seller Representative and the last Business Day immediately preceding the Release Date Escrow Agent (as defined below), the Buyer may give notice if applicable) of a Claim Notice (the “Indemnification Dispute Period”), Seller Representative shall deliver to Purchaser (on behalf of Purchaser Indemnitee who delivered the Claim Notice”) and to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of Agent (if applicable) a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days written response (the “Sellers Reviewing PeriodResponse Notice”) in which Seller Representative: (i) agrees that the full Claimed Amount is owed to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. Purchaser Indemnitee; (ii) If agrees that part (but not all) of the Indemnifying Sellers do Claimed Amount (the “Agreed Amount”) is owed to Purchaser Indemnitee; or (iii) asserts that no part of the Claimed Amount is owed to Purchaser Indemnitee. Any part of the Claimed Amount that is not deliver a notice, in the form attached hereto as Exhibit I, agreed by Seller Representative to be owing to Purchaser Indemnitee pursuant to the Buyer Response Notice shall be referred to as the “Contested Amount.” If a Response Notice is not received by Purchaser and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”if applicable) prior to 5:00 p.m., Eastern p.m. (Mountain Time, by ) on the expiration thirtieth (30th) day of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Dispute Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer Seller Representative shall be conclusively deemed conclusive for purposes of this Agreement, and on to have agreed that the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer full Claimed Amount is owed to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase AgreementPurchaser Indemnitee. (iiib) If (i) Seller Representative delivers a Rejection Response Notice agreeing that the full Claimed Amount is given with respect owed to Purchaser Indemnitee, or (ii) Seller Representative does not deliver a Buyer Indemnification ClaimResponse Notice during the Dispute Period, then the Escrow Agent shall make payment with respect disburse to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund Purchaser Indemnitee from the Escrow Account by wire transfer to an account designated by the Buyer Account, cash in an amount equal to the Claimed Amount in accordance with the Escrow Agreement. (c) If Seller Representative delivers a Response Notice agreeing that less than the full Claimed Amount is owed to Purchaser Indemnitee, then the Escrow Agent shall disburse to Purchaser Indemnitee from the Escrow Account cash in an amount equal to the Agreed Amount in accordance with the terms of the Escrow Agreement. (d) If Seller Representative delivers a Response Notice indicating that there is a Contested Amount, Seller Representative and Purchaser Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If Seller Representative and Purchaser Indemnitee resolve such dispute as to all or a portion of the Buyer Indemnification Claim for which there is no objectionContested Amount, then Seller Representative and Purchaser Indemnitee shall execute a joint written instruction, instructing the Escrow Agent to disburse to Purchaser Indemnitee from the Escrow Account, cash in an amount equal to the amount specified in such joint written instruction in accordance with the terms of the Escrow Agreement. (ve) For purposes If Seller Representative and Purchaser Indemnitee are unable to resolve any part of the dispute relating to any Contested Amount during the thirty (30) day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either Purchaser Indemnitee or Seller Representative may resort to other legal remedies, subject to the limitations and procedures set forth in this Agreement:ARTICLE 11 and Section 12.10.

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, During the period beginning on the last Business Day immediately preceding Closing Date and ending with the Release Date close of business on March 15, 1999 (the "Escrow Termination Date"), Purchaser shall be entitled to submit one or more Indemnification Claims (as defined below), in Section 10.4 of the Buyer may give notice (the “Indemnification Notice”Purchase Agreements) to the Indemnifying Sellers and the Escrow Agent, specifying in addition to and at approximately the nature and dollar amount, of a claim relating same time as such Indemnification Claim is submitted to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under pursuant to Section 8.1(j) 10.5 of the Purchase Agreement. The Indemnifying Sellers Indemnification Claims shall have a period of sixty (60) days (be in substantially the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the same form attached hereto as Exhibit I, to the Buyer and C hereto. Unless the Escrow Agent disputing such Buyer Indemnification Claim receives a written objection from Seller within fifteen (a “Rejection Notice”15) prior to 5:00 p.m., Eastern Time, days following receipt by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to of an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out disburse funds to the Indemnified Party identified on the Indemnification Claim in the amount set forth on the Indemnification Claim; provided, however, in no event shall the Escrow Agent disburse under this Section 4(A) amounts with respect to Indemnification Claims received by it after the Escrow Termination Date. Amounts disbursed hereunder in payment of Indemnification Claims shall be deemed disbursed in satisfaction of claims in the order in which they are finally resolved. If the Escrow Agent receives within the fifteen (15) day period described above a written objection from Seller to the payment of an Indemnification Claim, which claim would otherwise be properly payable by the Escrow Agent, the Escrow Agent shall not distribute the amount of the Indemnification Claim, but rather shall earmark a portion of the Escrow Fund from Deposit as a claims reserve, the amount of which shall be the amount that would have been distributable to the Indemnified Party but for the objection by Seller (the "Claims Reserve"). Thereafter, the Escrow Account by wire transfer Agent shall continue to an account designated by hold the Buyer an amount equal to the portion Claims Reserve pending resolution of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:matters objected to

Indemnification Claims. (ia) From time To recover Damages under the indemnification obligations set forth in Section 10.1, an Indemnified Person must deliver to time the Indemnifying Person on or before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date a certificate signed by any authorized representative of the Indemnified Person (as defined below), the Buyer may give notice (the an “Indemnification NoticeClaim Certificate”) stating that Damages exist with respect to the Indemnifying Sellers indemnification obligations set forth in Section 10.1, and specifying in reasonable detail (based on the information then known) the individual items of such Damages included in the amount so stated, and the Escrow Agentmisrepresentation, specifying breach of warranty, covenant or claim to which such item is related, including the nature and dollar amount, relevant Section of a claim relating to any claim for indemnification this Agreement. (a “Buyer Indemnification Claim”b) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Person shall have a period of sixty thirty (6030) days (from and after delivery of any Claim Certificate to deliver to the “Sellers Reviewing Period”) Indemnified Person a response, in which the Indemnifying Person shall: (i) agree that the Indemnified Person is entitled to review receive all of the Indemnification Notice provided requested Damages (in which case, for claims by Purchaser, unless the Indemnity Escrow Amount has already been released, the response shall be accompanied by written notice executed by the Buyer and Shareholders’ Agent instructing the Escrow Agent to request reasonable additional information from disburse the Buyer regarding requested Damages to Purchaser) or (ii) dispute that the Buyer Indemnification ClaimIndemnified Person is entitled to receive the requested Damages. (iic) If the Indemnifying Sellers do Person has not deliver delivered a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by response before the expiration of the thirty (30) day period ending on referred to in Section 10.2(b) disputing any claim or claims made in the fifteenth Claim Certificate, the Indemnified Person shall, subject to the provisions of this Section 10, be entitled to recover such Damages and, for claims by Purchaser, if the Indemnity Escrow Amount has not yet been released, receive from the Indemnity Escrow Amount a portion of such Indemnity Escrow Amount having a value equal to such Damages and such amount shall no longer be payable to the Shareholders. (15thd) Business Day following If the end Indemnifying Person disputes any claim or claims made in any Claim Certificate, the Indemnified Person shall have thirty (30) days to respond in a written statement to the objection of the Sellers Reviewing Period Indemnifying Person. If after such thirty (30) day period there remains a dispute as to any claims, the “Rejection Notice Period”), then Indemnifying Person and the dollar amount Indemnified Person shall attempt in good faith for thirty (30) days to agree upon the rights of the Buyer Indemnification Claim set respective parties with respect to each of such claims. If the Indemnifying Person and the Indemnified Person should so agree, a memorandum setting forth in the applicable Indemnification Notice of the Buyer such agreement shall be deemed conclusive prepared and signed by Indemnifying Person and the Indemnified Person and, for purposes of this Agreementclaims made by Purchaser, and on the Business Day immediately following expiration of the Rejection Notice Period, shall be delivered to the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification NoticeAgent. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with be entitled to rely on any such memorandum for (i) the requirements release of any part of the Purchase Agreement. Indemnity Escrow Amount to Purchaser or (iiiii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then following the Escrow Agent shall make payment with respect Termination Date, the distribution of any part of the Indemnity Escrow Amount to an applicable Indemnification Notice only (1) the Shareholders in proportion to their respective Pro Rata Portion in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following terms of such memorandum and the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersAgreement. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. If any of the Escrow Beneficiaries determines to make any claim for indemnification pursuant to §8.03 of the Merger Agreement (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined belowan “Indemnification Claim”), then such Escrow Beneficiary (the Buyer may give “Indemnification Claimant”) shall notify the Escrow Agent and the Members in writing of the Indemnification Claim, describing in such notice (the an “Indemnification Notice”) the nature of the Indemnification Claim, the representations, warranties and/or agreements with respect to which the Indemnification Claim is made, the specific facts giving rise to an alleged basis for the Indemnification Claim and the amount thereof if then ascertainable or, if not ascertainable, a reasonable estimate of the maximum amount thereof, and shall deliver to the Indemnifying Sellers and Members copies of any documentation of which the Indemnification Claimant is aware with respect to the Indemnification Claim. On the thirtieth (30th) calendar day (the “Indemnification Distribution Date”) following the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) ’s receipt of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release distribute to the Indemnification Claimant from the Escrow Account by wire transfer to an account or accounts designated Assets the amount requested by the BuyerIndemnification Claimant in the Indemnification Notice unless, prior to the Indemnification Distribution Date, the dollar amount Majority Members deliver to both the Escrow Agent and the Indemnification Claimant a written notice (a “Dispute Notice”) disputing the Indemnification Claimant’s right to all or part of the Buyer Indemnification Claim amount set forth in the applicable Indemnification Notice. The If, prior to the Indemnification Distribution Date, the Escrow Agent shall not inquire into or consider whether receives a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification ClaimDispute Notice, then the Escrow Agent shall make payment with respect pay to an applicable the Indemnification Notice only Claimant the undisputed portion of the Indemnification Claim (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined belowif any) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a disputed portion of a Buyer the Indemnification Claim shall thereafter be considered an “Open Indemnification Claim, ” and the Escrow Agent shall promptly release out maintain such portion of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount Assets as is equal to the portion amount of the Buyer Open Indemnification Claim for which there is no objectionas reserve assets (the “Indemnification Claim Reserve Assets”). Thereafter, the Indemnification Claim Reserve Assets shall be distributed by the Escrow Agent from escrow hereunder to the Indemnification Claimant only in accordance with joint written instructions by the Indemnification Claimant and the Majority Members or pursuant to a final non-appealable order issued by a court of competent jurisdiction. The Indemnification Claim Reserve Assets shall not be distributed by the Escrow Agent except in the manner set forth in the preceding sentence. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date If a Parent Indemnified Party (as defined below)in the Merger Agreement) wishes to make a claim for indemnification pursuant to Section 10 of the Merger Agreement, the Buyer may give Parent, on behalf of such Parent Indemnified Party, shall promptly deliver a notice (the a “Indemnification Claim Notice”) to the Indemnifying Sellers Stockholders’ Agent and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers Claim Notice shall have a period of sixty state (60i) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice any indemnification asserted to be owed under Section 10 of the Buyer shall be deemed conclusive for purposes of this Merger Agreement, (ii) the number of Escrow Shares necessary to satisfy the indemnification amount owed, (iii) a statement of the facts giving rise to such claim for indemnification, and the specific representations, warranties or covenants, if any, alleged to have been breached, and (iv) that a claim for such indemnification has been made in accordance with the terms of the Merger Agreement (including, but not limited to, Section 10 thereof). (b) On the sixteenth (16th) day following receipt by the Escrow Agent of the Claim Notice (or if such day is not a business day, then on the Business Day immediately following expiration of the Rejection Notice Periodnext successive business day), the Escrow Agent shall release the number of Escrow Shares described in the Claim Notice to Parent from the Escrow Account, less the amount, if any, described in a Dispute Notice (as defined below). If the Escrow Account by wire transfer contains both Escrow Shares and cash, any such payment shall be made to an account or accounts designated by Parent in Escrow Shares and cash, such that the Buyerratio of cash paid to Escrow Shares released is equal to the ratio of cash to Escrow Shares in the Escrow Account as of the date of such payment. For purposes of distributing the Escrow Account pursuant to the terms hereof, the dollar amount Escrow Shares shall be valued at the Parent Share Price (as defined in the Merger Agreement). (c) During the fifteen (15) days following the Escrow Agent’s receipt of the Buyer Indemnification Claim Notice, the Stockholders’ Agent may deliver a written notice, if any, to the Escrow Agent and Parent disputing a claim made in the applicable Indemnification Claim Notice (a “Dispute Notice”), which such Dispute Notice shall state with reasonable specificity the nature of the dispute and the portion of the claim stated in the Claim Notice that is the subject of such dispute (such amount, the “Disputed Amount”). The Escrow Agent shall not inquire into distribute the Disputed Amount until (i) the Escrow Agent receives a certified copy of a final non-appealable judgment issued by a court of competent jurisdiction, ordering the distribution of all or consider whether a Buyer Indemnification Claim complies with the requirements portion of the Purchase AgreementDisputed Amount, or (ii) directed to do so pursuant to written instructions executed by Parent and the Stockholder’s Agent. The rights of the Escrow Agent under this Section 6(c) are cumulative of all other rights it may have by law or otherwise. Any claim by Parent disputed by the Stockholders’ Agent pursuant to this Section 6(c), or any claim by Parent which the Escrow Agent has refused to comply with or take any action in connection with in accordance with this Section 6(c), shall be referred to herein as a “Disputed Claim.” The Escrow Agent shall not be liable in any way or to any Person for its failure or refusal to release such Disputed Amount. (iiid) If Promptly following resolution of all or any portion of a Rejection Notice is given with respect Disputed Claim in favor of the former Merger Stockholders (as defined in the Merger Agreement), Parent shall provide written notice to a Buyer Indemnification Claim, then the Escrow Agent that such Disputed Claim or portion thereof has been discharged, and to the extent any amounts are being withheld from being disbursed to the Exchange Agent pursuant to the last sentence of Section 4 by the Escrow Agent in respect of such Disputed Claim, shall promptly be released to the Exchange Agent. (e) The Parties agree that Parent shall have the right to make payment with respect to an applicable Indemnification Notice only claims against the Escrow Account on behalf of itself and any of the other Parent Indemnified Parties until the eighteen (118) in accordance with a Joint Written Instruction month anniversary of the Closing Date (as defined belowin the Merger Agreement) (the “Claims Deadline”), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time A Claim for Damages to time before 5:00 p.m., Eastern Time, be paid from the Escrow Fund pursuant to Article VII of the Merger Agreement may be made only if the Company delivers to the Shareholders’ Representative (with a copy to the Escrow Agent) on or prior to the last Business Day immediately preceding the Escrow Release Date (as defined belowin Section 3(a)) a Claim Notice satisfying the requirements of the Merger Agreement (the amount of any Damages in any such Claim Notice, the Buyer may give notice (the “Indemnification Amount”). If, within thirty (30) days following receipt by the Shareholders’ Representative of a Claim Notice, the Shareholders’ Representative gives notice (a “Counter Notice”) to the Indemnifying Sellers and Company (with a copy to the Escrow Agent, specifying ) disputing the nature and dollar amount, of applicable Parent Indemnified Party’s entitlement to indemnification with respect to the Claim set forth in a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) Claim Notice or disputing the estimate set forth in such Claim Notice of the Purchase dollar amount of the Damages for which the Parent Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement. The Indemnifying Sellers , the applicable Parent Indemnified Party’s entitlement to indemnification with respect to the Claim and the dollar amount of the Damages for which the Parent Indemnified Party is entitled to indemnification pursuant to the terms of the Merger Agreement shall have a period of sixty be resolved as provided in Section 2(c) below. (60b) days If no Counter Notice is received by the Escrow Agent within such thirty (the “Sellers Reviewing Period”30) in which to review day period, then the Indemnification Amount claimed in the applicable Claim Notice provided shall be deemed established for purposes of this Escrow Agreement, and, at the end of such thirty (30) day period, the Escrow Agent shall promptly (but in any event within three Business Days) deliver to the Company from the Escrow Fund (i) Escrowed Cash in an amount equal to the Indemnification Amount as claimed in the Claim Notice and (ii) if the Escrowed Cash is not sufficient to satisfy the Indemnification Amount, Escrowed Shares with an aggregate Market Value equal to the unsatisfied Indemnification Amount, with the Market Value of such Escrowed Shares to be determined as of the date of delivery of any Escrowed Shares to the Company. Any Escrowed Shares so delivered to the Company from the Escrow Fund shall be disbursed from the Escrowed Shares of the Former SICO Shareholders proportionally in accordance with their respective Pro Rata Percentages. (i) If a Counter Notice is given by the Buyer and Shareholders’ Representative with respect to request reasonable additional information a Claim, the Escrow Agent shall promptly (but in any event within three Business Days) deliver to the Company from the Buyer regarding Escrow Fund the Buyer Indemnification Claimappropriate amount of Escrowed Cash and/or Escrowed Shares in respect of such Claim in the order set forth in Section 2(b) only in accordance with (A) joint written instructions of the Company and the Shareholders’ Representative, or (B) a final judgment with no further right to appeal, upon an award rendered by a court of competent jurisdiction. (ii) If the Indemnifying Sellers do Company and the Shareholders’ Representative are unable to resolve any dispute within thirty (30) days of the Shareholders’ Representative’s delivery of a Counter Notice, such dispute shall be resolved in accordance with Section 9.6 of the Merger Agreement or by means of a settlement reached between the Shareholders’ Representative and the Company with respect to the applicable Claim. (d) If the Shareholders’ Representative and the Company reach a settlement with respect to any Claim made by the Company or if the amount of Escrowed Cash and/or Escrowed Shares to be disbursed in respect of a Claim is determined through a judgment not subject to appeal as provided in Section 2(c), the Shareholders’ Representative and the Company shall jointly deliver a noticewritten notice of such settlement or judgment to the Escrow Agent, including (if applicable) instructions to the Escrow Agent to disburse the appropriate number of Escrowed Cash and/or Escrowed Shares to the Company in the form attached hereto as Exhibit Iorder set forth in Section 2(b), to the Buyer and the Escrow Agent disputing shall act promptly in accordance with such Buyer Indemnification Claim instructions. (e) To the extent the Escrow Agent is otherwise required hereunder to disburse a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration fractional Escrowed Share of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Perioda Former SICO Shareholder, the Escrow Agent shall release from round down such fractional share to the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. nearest whole share. (f) The Escrow Agent shall not inquire into requisition from the Company’s stock transfer agent stock certificates in appropriate denominations registered as appropriate to facilitate the delivery or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then disbursement by the Escrow Agent of Escrowed Shares hereunder. The Company shall make payment cause its stock transfer agent to cooperate with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objectionin connection therewith. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time to time Upon receipt by the Stockholder Representative on or before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Holdback Distribution Date (as defined below)or with respect to claims made pursuant to Section 7.4, the Buyer may give notice Special Holdback Distribution Date) of a certificate signed by any officer of Acquirer (an “Officer’s Certificate”) stating that Losses exist with respect to the indemnification obligations of the Effective Time Holders set forth in Section 7.3 or Section 7.4, and specifying in reasonable detail the individual items of such Losses included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related, Acquirer shall be entitled to withhold payment of a portion of the Holdback Merger Consideration (with respect to claims made pursuant to Section 7.3) and Special Holdback Amount (with respect to claims made pursuant to Section 7.4) having a value equal to such Losses (the “Indemnification NoticeDisputed Holdback Amount”) and such Disputed Holdback Amount shall not be issuable to the Indemnifying Sellers and Effective Time Holders until resolved pursuant to the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification terms hereof. (a “Buyer Indemnification Claim”b) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have For a period of sixty (60) days (from and after delivery of any Officer’s Certificate to the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer Stockholder Representative, Acquirer shall take no action regarding the Buyer Indemnification Claim. (ii) If portion of the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Holdback Merger Consideration equal to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim Losses set forth in the applicable Indemnification Notice Officer’s Certificate unless Acquirer shall have received written authorization from the Stockholder Representative to retain such portion of the Buyer shall be deemed conclusive for purposes of this AgreementHoldback Merger Consideration or Special Holdback Amount, and on as applicable. After the Business Day immediately following expiration of the Rejection Notice Periodsuch sixty (60) day period, the Escrow Agent Acquirer shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to retain the portion of the Buyer Indemnification Claim for which there is Holdback Merger Consideration or Special Holdback Amount, as applicable in accordance with this Section 7.6 and the Effective Time Holders shall no objectionlonger be entitled to receive such amount hereunder, provided that no such retention may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to Acquirer prior to the expiration of such sixty (60) day period. (vc) For purposes In case the Stockholder Representative shall so object in writing to any claim or claims by Acquirer made in any Officer’s Certificate, Acquirer shall have thirty (30) days to respond in a written statement to the objection of this Agreement:the Stockholder Representative. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholder Representative and Acquirer shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Acquirer should so agree, a memorandum setting forth such agreement shall be prepared and signed by Acquirer and the Stockholder Representative. Acquirer shall be entitled to rely on any such memorandum and shall retain a portion of the Holdback Merger Consideration or Special Holdback Amount, as applicable, in accordance with the terms thereof and such amount shall no longer be payable to the Effective Time Holders.

Indemnification Claims. (ia) From time During the term of this Agreement, iCAD shall deliver each Claim Notice to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) to the Indemnifying Sellers Seller and the Escrow Agent, specifying such delivery to be in accordance with the nature and dollar amount, notice provisions of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase this Escrow Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (iib) If Upon receipt of any Claim Notice, Escrow Agent shall promptly make entries or notations in the Indemnifying Sellers do not Escrow Account records relating to the Escrow Shares, indicating that Escrow Shares with a value (as calculated in accordance with Section 4(c)) in the amount of the Claim Amount are reserved to satisfy such Claim, and identifying the date and number of such Claim Notice. (c) Within twenty (20) days of receipt by Seller of any Claim Notice, Seller shall deliver a noticeClaim Response to iCAD and Escrow Agent, such delivery to be in accordance with the notice provisions of this Escrow Agreement. If, in the form attached hereto as Exhibit Iconnection with a Claim Notice, Seller fails to the Buyer and the Escrow Agent disputing such Buyer Indemnification deliver a Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, Response by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period twentieth (the “Rejection Notice Period”)20th) day following receipt by Seller of a Claim Notice, then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from distribute to iCAD out of the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether Shares with a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. value (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) as calculated in accordance with a Joint Written Instruction (as defined belowSection 4(c), on ) equal to the Business Day immediately following lesser of the Claim Amount or the number of Escrow Shares remaining in the Escrow Agent’s receipt thereof, Account. Any such distribution shall be made on or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on before the third (3rd) Business Day following the expiration of such twenty (20) day period. Escrow Agent’s receipt Agent shall continue to hold any Escrow Shares remaining in the Escrow Account following the distribution of any Escrow Shares pursuant to any Claim Notice in accordance with the terms of this Escrow Agreement. (d) If Seller delivers a timely Claim Response with respect to all or any portion of a Claim Notice, Escrow Agent shall not disburse, and shall continue to hold in the Escrow Account, the Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to the Claim Amount or the disputed portion thereof, provided as the case may be, pending receipt of either (i) a Joint Written Direction or (ii) a notice from either iCAD or Seller stating that the Buyer shall simultaneously provide such Claim Notice has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered (a “Judgment Notice”) which is accompanied by a copy of a final order of such Certificated Final Order court, pursuant to which such court has determined whether and the accompanying instruction to what extent iCAD is entitled to the Indemnifying Sellersamount requested in the Claim Notice. Upon receipt of a Joint Written Direction or a Judgment Notice, as applicable, Escrow Agent shall thereafter act in accordance with Section 5(e), or Section 5(f) below, as applicable. (ive) If Upon receipt by Escrow Agent of a Joint Written Direction, if such Joint Written Direction indicates that iCAD is entitled to a distribution of Escrow Shares in respect of all or any Rejection Notice includes an objection to only a portion of the Claim Notice, then Escrow Agent shall release from the Escrow Account and distribute to iCAD the number of Escrow Shares with a Buyer Indemnification Claimvalue (as calculated in accordance with Section 4(c)) equal to the amount indicated in such Joint Written Direction (up to a maximum of the number of the Escrow Shares then remaining in the Escrow Account). Such distribution shall be made on or before the third (3rd) Business Day following the date on which such Joint Written Direction is received by Escrow Agent. If such Joint Written Direction indicates that iCAD is not entitled to all or any portion of the amount claimed in such Claim Notice (a “Discharge Notice”), then the Escrow Agent shall promptly release out (i) distribute to iCAD that number of Escrow Shares, if any, with a value (as calculated in accordance with Section 4(c)) equal to the amount claimed in such Claim Notice that Escrow Agent is instructed to distribute to iCAD pursuant to such Joint Written Direction (as set forth in the foregoing sentence) and (ii) continue to hold Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to which iCAD was determined not to be entitled in accordance with the terms of the Joint Written Direction until such Escrow Fund Shares are to be disbursed in accordance with the terms of this Escrow Agreement. (f) If Escrow Agent has received a Judgment Notice with respect to any Claim Notice, then Escrow Agent shall release from the Escrow Account by wire transfer and distribute to an account designated by the Buyer an amount iCAD Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to the amount due iCAD, as explicitly set forth in such Judgment Notice (up to a maximum of the Escrow Shares then remaining in the Escrow Account). Such distribution will be made on or before the third (3rd) Business Day following the date on which Escrow Agent receives such Judgment Notice. If such Judgment Notice indicates that iCAD is not entitled to all or any portion of the Buyer Indemnification Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal to the amount claimed in the Claim for Notice, then Escrow Agent shall continue to hold the Escrow Shares with a value (as calculated in accordance with Section 4(c)) equal the amount to which there is no objection. (v) For purposes iCAD was determined not to be entitled in accordance with the Judgment Notice until such Escrow Shares are to be disbursed in accordance with the terms of this Escrow Agreement:.

Indemnification Claims. (ia) From time If any Parent Indemnitee desires to time before 5:00 p.m.seek indemnification under Section 10 of the Merger Agreement and makes a claim against the applicable Escrow Properties with respect thereto, Eastern TimeParent shall deliver, on the last Business Day immediately preceding the Release Date in good faith, a written demand (as defined below), the Buyer may give notice (the an “Indemnification NoticeDemand”) to the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer Stockholders’ Representative and the Escrow Agent disputing such Buyer Indemnification Claim which contains (i) a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by description and the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period amount (the “Rejection Notice PeriodAsserted Damages Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent Indemnitee, (ii) a statement that the Parent Indemnitee is entitled to indemnification under Section 10 of the Merger Agreement for such Damages and a reasonable explanation of the basis therefor (including an identification of the the applicable Escrow Property and Escrow Account that Parent is pursuing an indemnification claim against), then and (iii) a demand for payment in the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Noticesuch Asserted Damages Amount. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with be authorized to release any Escrow Property to any Parent Indemnitee to satisfy the requirements Asserted Damages Amount unless and until the Escrow Agent receives the joint written instruction of the Purchase Stockholders’ Representative and Parent. (b) The Stockholders’ Representative and Parent shall comply with Section 10.6 of the Merger Agreement in determining what portion, if any, of the Asserted Damages Amount should be paid to Parent from the Escrow Property and thereafter, the Stockholders’ Representative and Parent shall provide joint written instruction to the Escrow Agent to disburse Escrow Property in accordance with Section 10.6 of the Merger Agreement. (iiic) If From time to time, Escrow Agent shall transfer Escrow Property in an Escrow Account to Parent upon the joint instructions of the Stockholders’ Representative and Parent as all or any portion of Parent’s claim subject to an Indemnification Claim is finally settled or arbitrated in accordance with the Merger Agreement. The parties hereto expressly agree that upon a Rejection Notice is given with respect Final Determination, Parent and the Stockholders’ Representative shall promptly (but no in event later than five (5) days after the occurrence of such Final Determination) deliver to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an joint, written instructions regarding the release of the applicable Indemnification Notice only (1) Escrow Property in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated such Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying SellersDetermination. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m.Upon determination by Holding Company that it has a claim for indemnification from the Escrow Fund under the Agreement, Eastern Time, on Holding Company shall notify the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice Stockholder in writing (the “"Indemnification Notice”") as to the Indemnifying Sellers amount of the claim and shall deliver a copy of the Indemnification Notice to the Escrow Agent, specifying and the nature and dollar amount, of a claim relating to any claim for indemnification following shall apply: (a “Buyer Indemnification Claim”i) that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty Fifteen (6015) days (after the “Sellers Reviewing Period”) in which to review date of receipt of the Indemnification Notice provided by the Buyer and Escrow Agent, the Escrow Agent shall pay to request reasonable additional information Holding Company from the Buyer regarding Escrow Fund the Buyer amount of the claim stated in the Indemnification ClaimNotice, unless prior to the expiration of that fifteen (15) day period the Escrow Agent receives written notice (the "Dispute Notice") from the Stockholder stating that the amount of the claim is being contested. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, Dispute Notice is delivered to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth that fifteen (15th15) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”), then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Periodday period, the Escrow Agent shall release pay to Holding Company from the Escrow Account by wire transfer to an account or accounts designated by Fund the Buyer, the dollar amount of the Buyer Indemnification Claim claim stated in the applicable Indemnification Notice. The Notice fifteen (15) days after the date of receipt of the Dispute Notice by the Escrow Agent, unless (a) payment by the Escrow Agent shall not inquire into is restrained or consider whether enjoined by a Buyer Indemnification Claim complies with court of competent jurisdiction, or (a) prior to the requirements expiration of that fifteen (15) day period the Purchase AgreementEscrow Agent is directed to pay a different amount to the Holding Company pursuant to a written notice received by the Escrow Agent from Holding Company and the Stockholder. (iii) If The Escrow Agent shall pay to Holding Company from the Escrow Fund such amount of amounts as shall be directed to be paid in any final order, decree or judgment (a Rejection Notice is given with respect to a Buyer Indemnification Claim, then "Final Decree") received by the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with from a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy court of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellerscompetent jurisdiction. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (ia) From time If a Seller Indemnified Party becomes aware of a claim for indemnification under Section 6.2, the Seller will promptly notify the Buyer of the claim, specifying in reasonable detail, to time before 5:00 p.m.the extent then known, Eastern Timethe nature of the Losses suffered and the facts giving rise to the claim. Notwithstanding the foregoing, on but subject to Section 6.4(c), any failure to so notify the last Business Day immediately preceding Buyer will not relieve the Release Date Buyer from its indemnification obligations or other Liabilities hereunder except to the extent (as defined below)and only to the extent) that the Buyer demonstrates that the defense of the matter is materially prejudiced thereby. The Buyer will have 30 days after receipt of the indemnification notice to notify the Seller in writing of any objections thereto, specifying in reasonable detail the nature of and basis for each objection. To the extent that the Buyer fails to timely object to all or part of an indemnification claim, the Buyer may give notice (will be deemed to have irrevocably accepted Liability for the “Indemnification Notice”) to claim. To the Indemnifying Sellers and the Escrow Agent, specifying the nature and dollar amount, of a claim relating to any claim for indemnification (a “Buyer Indemnification Claim”) extent that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and timely objects to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a noticeall or part of an indemnification claim, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Seller will negotiate in good faith to resolve the dispute within 30 days thereafter. If the Buyer Indemnification Claim (a “Rejection Notice”) prior and the Seller are unable to 5:00 p.m., Eastern Time, by resolve the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice Period”)dispute within that 30 day period, then either of them may proceed to litigate the dollar amount of dispute subject to the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes provisions of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iiib) If a Rejection Notice Buyer Indemnified Party becomes aware of a claim for indemnification under Section 6.3, it will promptly notify the Seller of the claim, specifying in reasonable detail, to the extent then known, the nature of the Losses suffered and the facts giving rise to the claim. Notwithstanding the foregoing, but subject to Section 6.4(c), any failure to so notify the Seller will not relieve the Seller from its indemnification obligations or other Liabilities hereunder except to the extent (and only to the extent) that the Seller demonstrates that the defense of the matter is given with respect materially prejudiced thereby. The Seller will have 30 days after receipt of the indemnification notice to a notify the Buyer Indemnification ClaimIndemnified Party in writing of any objections thereto, specifying in reasonable detail the nature of and basis for each objection. To the extent that the Seller fails to timely object to all or part of an indemnification claim, the Seller will be deemed to have irrevocably accepted Liability for the claim. To the extent that the Seller timely objects to all or part of an indemnification claim, the Seller and the Buyer Indemnified Party will negotiate in good faith to resolve the dispute within 30 days thereafter. If the Buyer Indemnified Party and the Seller are unable to resolve the dispute within that 30 day period, then either of them may proceed to litigate the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction dispute subject to the Indemnifying Sellersprovisions of this Agreement. (ivc) If any Rejection Notice includes an objection to only a portion of No action by a Buyer Indemnification ClaimIndemnified Party or a Seller Indemnified Party to determine the extent of an indemnified Liability, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer including voluntary disclosure to an account designated by the Buyer an amount equal Authorities or potential claimants, will in any way affect a party’s right to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of indemnification under this Agreement:.

Indemnification Claims. (ia) From Parent may at any time, or from time to time, during the period from and after the date of this Agreement until 5:00 p.m. eastern time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding Indemnification Expiration Date, deliver to the Release Date (as defined below), Escrow Agent and the Buyer may give Company Shareholders’ Representative written notice (the an “Indemnification Notice”) asserting that one or more Parent Indemnified Parties are entitled to indemnification under Article IX of the Indemnifying Sellers Stock Purchase Agreement, which Indemnification Notice shall state in reasonable detail, the basis and the number or amount of Escrowed Assets subject to such indemnification claim (the “Claimed Amount”). (b) If, within thirty (30) days after receipt by the Escrow AgentAgent and the Shareholders’ Representative of an Indemnification Notice (the “Dispute Period”), specifying the nature and dollar amount, of a claim relating to any claim for indemnification Escrow Agent receives written notice (a “Buyer Indemnification ClaimDispute Notice”) from the Company Shareholders’ Representative that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) dispute exists with respect to any indemnification claim set forth in such Indemnification Notice, which Dispute Notice shall state the basis of such dispute and the portion of the Purchase Agreement. The Indemnifying Sellers shall have a period of sixty (60) days Claimed Amount as to which no dispute exists (the “Sellers Reviewing Period”) in which to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period (the “Rejection Notice PeriodUndisputed Claimed Amount”), then the dollar amount Escrow Agent shall: (i) not more than five (5) Business Days thereafter, disburse to Parent the Undisputed Claimed Amount; and (ii) retain the disputed portion of the Buyer Indemnification Claim Claimed Amount until the first to occur of (i) the date on which the Escrow Agent receives Joint Instructions with respect thereto and (ii) the date on which the Escrow Agent receives an Arbitration Award or a Court Order with respect to such disputed portion of the Claimed Amount, and thereafter the Escrow Agent shall, subject to Section 3.6, distribute such Escrowed Assets in the amounts, to the Persons and in the manner set forth in such Joint Instructions, Arbitration Award or Court Order. (c) If the applicable Indemnification Company Shareholders’ Representative does not deliver a Dispute Notice of pursuant to Section 3.2(b) prior to the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Dispute Period, the Escrow Agent shall release from shall, not more than five (5) Business Days after the Escrow Account by wire transfer to an account or accounts designated by the Buyer, the dollar amount expiration of the Buyer Indemnification Claim in Dispute Period, disburse to Parent the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreementfull Claimed Amount. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on the third (3rd) Business Day following the Escrow Agent’s receipt thereof, provided that the Buyer shall simultaneously provide a copy of such Certificated Final Order and the accompanying instruction to the Indemnifying Sellers. (iv) If any Rejection Notice includes an objection to only a portion of a Buyer Indemnification Claim, the Escrow Agent shall promptly release out of the Escrow Fund from the Escrow Account by wire transfer to an account designated by the Buyer an amount equal to the portion of the Buyer Indemnification Claim for which there is no objection. (v) For purposes of this Agreement:

Indemnification Claims. (i) From time to time before 5:00 p.m., Eastern Time, on the last Business Day immediately preceding the Release Date (as defined below), the Buyer may give notice (the “Indemnification Notice”) 1. Iconix shall deliver each Claim Notice to the Indemnifying Sellers Sellers’ Representative and the Escrow Agent, specifying such delivery to be in accordance with the nature and dollar amountnotice provisions of this Escrow Agreement. 2. Upon receipt of any Claim Notice, of a claim Escrow Agent shall promptly make entries or notations in the Escrow Account records relating to any claim for indemnification (a “Buyer the Indemnification Claim”) Funds, indicating that a Buyer Indemnified Person has made against an Indemnifying Seller under Section 8.1(j) funds in the amount of the Purchase Claim Amount are reserved to satisfy such Claim, and identifying the date and number of such Claim Notice. 3. Within twenty (20) days of receipt by the Sellers’ Representative of any Claim Notice, the Sellers’ Representative shall deliver a Claim Response to Iconix and Escrow Agent, such delivery to be in accordance with the notice provisions of this Escrow Agreement. The Indemnifying Sellers shall have If, in connection with a period of sixty (60) days (Claim Notice, the “Sellers Reviewing Period”) in which Seller’s Representative fails to review the Indemnification Notice provided by the Buyer and to request reasonable additional information from the Buyer regarding the Buyer Indemnification Claim. (ii) If the Indemnifying Sellers do not deliver a notice, in the form attached hereto as Exhibit I, to the Buyer and the Escrow Agent disputing such Buyer Indemnification Claim (a “Rejection Notice”) prior to 5:00 p.m., Eastern Time, Response by the expiration of the period ending on the fifteenth (15th) Business Day following the end of the Sellers Reviewing Period twentieth (20th) day following receipt by the “Rejection Notice Period”)Seller’s Representative of a Claim Notice, then the dollar amount of the Buyer Indemnification Claim set forth in the applicable Indemnification Notice of the Buyer shall be deemed conclusive for purposes of this Agreement, and on the Business Day immediately following expiration of the Rejection Notice Period, the Escrow Agent shall release from pay to Iconix out of the Escrow Account by wire transfer an amount equal to an account the Claim Amount. Any such payment shall be made on or accounts designated by the Buyer, the dollar amount of the Buyer Indemnification Claim in the applicable Indemnification Notice. The Escrow Agent shall not inquire into or consider whether a Buyer Indemnification Claim complies with the requirements of the Purchase Agreement. (iii) If a Rejection Notice is given with respect to a Buyer Indemnification Claim, then the Escrow Agent shall make payment with respect to an applicable Indemnification Notice only (1) in accordance with a Joint Written Instruction (as defined below), on the Business Day immediately following the Escrow Agent’s receipt thereof, or (2) in accordance with a Certificated Final Order (as defined below) and an accompanying instruction from the Buyer directing payment with respect thereto, on before the third (3rd) Business Day following the expiration of such twenty (20) day period. Escrow Agent’s receipt Agent shall continue to hold any amounts remaining in the Escrow Account following the payment of any Claim Notice in accordance with the terms of this Escrow Agreement. 4. If Sellers’ Representative delivers a timely Claim Response with respect to all or any portion of a Claim Notice, Escrow Agent shall not disburse, and shall continue to hold in the Escrow Account, the Claim Amount or the disputed portion thereof, provided as the case may be, pending receipt of either (i) a Joint Written Direction or (ii) a notice from either Iconix or the Seller’s Representative stating that the Buyer shall simultaneously provide such Claim Notice has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered (a “Judgment Notice”) which is accompanied by a copy of a final order of such Certificated Final Order court, pursuant to which such court has determined whether and the accompanying instruction to what extent Iconix is entitled to the Indemnifying Sellersamount requested in the Claim Notice. Upon receipt of a Joint Written Direction or a Judgment Notice, as applicable, Escrow Agent shall thereafter act in accordance with Section 5.e, or Section 5.f below, as applicable. (iv) If 5. Upon receipt by Escrow Agent of a Joint Written Direction, if such Joint Written Direction indicates that Iconix is entitled to payment in respect of all or any Rejection Notice includes an objection to only a portion of the Claim Notice, then Escrow Agent shall release from the Escrow Account and pay to Iconix the amount indicated in such Joint Written Direction (up to a Buyer maximum of the amount of the Indemnification ClaimFunds). Such payment shall be made on or before the third (3rd) Business Day following the date on which such Joint Written Direction is received by Escrow Agent. If such Joint Written Direction indicates that Iconix is not entitled to all or any portion of the amount claimed in such Claim Notice (a “Discharge Notice”), then the Escrow Agent shall promptly release out (i) pay to Iconix that amount, if any, of the amount claimed in such Claim Notice that Escrow Fund Agent is instructed to pay to Iconix pursuant to such Joint Written Direction (as set forth in the foregoing sentence) and (ii) continue to hold the amount to which Iconix was determined not to be entitled in accordance with the terms of the Joint Written Direction until such amounts are to be disbursed in accordance with the terms of this Escrow Agreement. 6. If Escrow Agent has received a Judgment Notice with respect to any Claim Notice, then Escrow Agent shall release from the Escrow Account by wire transfer and pay to an account designated by the Buyer Iconix an amount equal to the amount due Iconix, as explicitly set forth in such Judgment Notice (up to a maximum of the amount of the Indemnification Funds). Such payment will be made on or before the third (3rd) business day following the date on which Escrow Agent receives such Judgment Notice. If such Judgment Notice indicates that Iconix is not entitled to all or any portion of the Buyer Indemnification amount claimed in the Claim for Notice, then Escrow Agent shall continue to hold the amount to which there is no objection. (v) For purposes Iconix was determined not to be entitled in accordance with the Judgment Notice until such amounts are to be disbursed in accordance with the terms of this Escrow Agreement:.