Common use of Indemnity Escrow Clause in Contracts

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

Indemnity Escrow. On Within thirty (30) days of the Closing DateEffective Date or if earlier, Purchaser shallthe date that the Indemnity Escrow Agreement is executed and effective, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Borrower shall deposit into the escrow account held under the Indemnity Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent Agreement (the “Indemnity Escrow AccountEscrow”), ) an amount equal to five two percent (52%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of all Term Loans under this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from The amounts held under the Indemnity Escrow Account in accordance with Agreement shall at all times be under the terms exclusive dominion and control of the Escrow Agreement Agent and neither the Borrower nor the Agents shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated have any access thereto or right to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Sellerwithdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal extent that any Indemnitee is entitled to the sum of (a) the amount of claims for any indemnification under this Article X asserted Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the General Survival Date but not yet resolved execution and (b) Purchaser’s Attrition Claim to effectiveness of the extent not resolved at such time in writing or pursuant to Section 3.5 (such claimsIndemnity Escrow Agreement, the “Unresolved Claims”). The Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Amount retained for Unresolved Claims Agreement is executed and effective, at which time the Agents shall be released by deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the extent not utilized to pay Purchaser Indemnified Parties Borrower, for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementits own account.

Indemnity Escrow. On At Closing, cash constituting a portion of the Closing Date, Purchaser shall, on behalf Purchase Price in the amount of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow Agent”)are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in immediately available funds, to the account designated by the Escrow Agent form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow AccountAgreement”), an amount equal to five percent ; provided that within one (5%1) Business Day following the eighteen (18) month anniversary of the Purchase Price (Closing Date, the “Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow Amountaccount, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”), in accordance with ) pursuant to the terms of this Agreement set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and that certain Escrow Agreement by Purchaser and among Purchaser, Seller and delivered to the Escrow Agent, dated . Within one (1) Business Day after the resolution of a dispute as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties Disputed Amounts pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for plus all accrued interest thereon, minus any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementremaining Disputed Amounts.

Indemnity Escrow. On As a remedy for the Closing Dateindemnity set forth in Article VII, Purchaser shallat the Closing, on behalf Parent shall deposit with the Escrow Agent 7.5% of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller the Transaction Shares (the “Escrow AgentEscrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in immediately available fundsa separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, to all in accordance with Article VII hereof and the account designated by terms and conditions of the Escrow Agent Agreement. On the fifth Business Day following the date (the “Indemnity Escrow AccountTermination Date”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following months from the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Escrowed Indemnity Escrow Amount (Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Company Stockholders in accordance with this Article X, Section 3.5 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

Indemnity Escrow. On In order to provide security for Sellers’ indemnification obligations under this Agreement, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing Date, Purchaser shall, on behalf of Seller, pay in accordance with this Section 10.08 and the Escrow Agreement. With respect to Xxxxx Fargo Bank, N.A., as agent each claim for indemnification asserted by Buyer against Sellers pursuant to Purchaser Section 12.03 or special warranty claim pursuant to the Assignment during the period from and Seller after the Closing Date up to the date that is nine (9) months following the Closing Date (the “Escrow AgentTermination Date”), upon final resolution or determination of such an indemnity or warranty claim by the Parties or in immediately available fundsaccordance with Section 12.11, as applicable, Buyer and Seller Representative shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Indemnity Escrow account as would satisfy such finally resolved or determined indemnity or warranty claim, together with a pro rata portion of the then-accrued interest on the Indemnity Escrow. On the Escrow Termination Date, Sellers shall, subject to the account designated remainder of this sentence, be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Sellers in the proportions requested by Seller Representative pursuant to the terms of the Escrow Agreement (and Buyer and the Seller Representative shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing); provided, however, that Sellers at such time shall not be entitled to, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in accordance with Section 12.11 (which amounts shall remain in the Indemnity Escrow until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its indemnity obligations under Section 12.03 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Buyer by such Seller as they are agreed by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), Parties or finally determined in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to If there are any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from remaining in the Indemnity Escrow Account in accordance with account after the terms resolution of all previously outstanding Claim Notices, then the Escrow Agreement Seller Representative and Buyer shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the promptly jointly instruct Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly release the remaining sums due account balance to Sellers in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, proportions requested by Seller Representative within three (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (153) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution its receipt of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementjoint instruction.

Indemnity Escrow. On The initial source for New Operators’ Indemnified Parties to recover Losses for which they are entitled to be indemnified under this Article V and for the Closing Date, Purchaser shall, on behalf New Owners to recover for Losses (as defined in the Purchase Agreement) for which they are entitled to be indemnified under Article VIII of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the Purchase Agreement shall be from that certain escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal ) to five percent (5%) of be held by the Purchase Price escrow agent thereunder (the “Indemnity Escrow AmountAgent”), in accordance with ) pursuant to the terms of this Agreement and that certain Escrow Agreement dated on or about the Effective Date, by and among Purchaserthe parties hereto, Seller New Owners and the Indemnity Escrow Agent, dated as of November 8, 2013, a copy of which is in the form attached hereto as Exhibit F G (the “Indemnity Escrow Agreement”). Any payment From the sales proceeds due to Seller is obligated at the closing of the APA Sale Transaction, Sellers and/or Existing Operators shall deposit the amount of $500,000 into the Indemnity Escrow Account which amount shall fully-fund such account. The Indemnity Escrow Account shall be interest-bearing (payable proportionately to make the recipients of distributions with respect thereto), shall be reduced to the amount of $250,000 on August 1, 2014, and shall terminate and be fully released no later than August 1, 2015, all as set forth in the Indemnity Escrow Agreement, subject in each case to any Purchaser Indemnified Parties pursuant unresolved claims filed by New Operators on or prior to this Article X the applicable disbursement date, and such funds in the Indemnity Escrow Account shall remain on deposit with the Indemnity Escrow Agent until the final resolution of such claims. All fees and costs associated with the Indemnity Escrow Account shall be recovered solely borne by release of funds New Operators. Notwithstanding anything to the Purchaser Indemnified Parties contrary in the foregoing, if any Professional Liability Losses are paid out of the Indemnity Escrow Account, then Sellers and Existing Operators shall within seven (7) days of such withdrawal deposit into the Indemnity Escrow Account an amount equal to the amount withdrawn from the Indemnity Escrow Account in accordance with for the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementProfessional Liability Losses.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X VIII shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to Agreement. To the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Selling Stockholders shall be required to jointly and severally pay directly the remaining all of such additional sums due in connection with such claim following and owing to the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases applicable Purchaser Indemnified Party by wire transfer of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of immediately available funds within five (a) the date that is fifteen (155) Business Days after the date of such notice. Eighteen (18) months following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay any Purchaser Indemnified Parties for any indemnification claim) to Sellerthe Stockholder Representative (for distribution to the Selling Stockholders in accordance with their respective pro rata portion of the Purchase Price), except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X VIII asserted prior to within eighteen (18) months following the General Survival Closing Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not no utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Partiesthereof) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 VIII and the terms of the Escrow Agreement.

Indemnity Escrow. On Subject to the continued retention by the Escrow Agent of any portion of the Indemnity Escrow that is the subject of a pending indemnification claim until resolution thereof, promptly after the date that is the eighteen (18) month anniversary of the Closing Date, Purchaser shallunless earlier released as a result of satisfaction of an indemnification claim by Cash Satisfaction, on behalf payment of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated an indemnification claim hereunder or upon forfeiture by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) a Stockholder of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms any portion of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account otherwise constituting Restricted Stock as contemplated in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement2.11, the Escrow Agent shall release to the Stockholders to the Indemnity Escrow Amount that does not constitute Restricted Stock based upon the Stockholder’s Proportionate Share (to the extent not utilized to pay Purchaser Indemnified Parties other than for Dissenting Shares, satisfaction of any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time claim in writing or cash pursuant to Section 3.5 (such claims8.5(c) and subject to adjustment for any amounts payable by any Stockholder for breaches of its individual representations and warranties or covenants in Article I of the Stockholder Agreement, any forfeited stock, and any Cash Satisfaction), the “Unresolved Claims”)Stock Consideration remaining in the Indemnity Escrow after satisfaction of any indemnifiable claims for Losses and not subject to a pending claim as provided in the Escrow Agreement as adjusted for any Cash Satisfaction. The remaining Acquiror Common Stock that remains Restricted Stock shall be delivered to, and retained by Acquiror’s transfer agent, as Restricted Stock for release as such stock is no longer subject to risk of forfeiture, subject to this Article VIII. In the event of the termination of the Indemnity Escrow Amount retained for Unresolved Claims shall be released by after resolution of any pending claims following the earlier of (i) the anniversary date on which such shares in the Indemnity Escrow Agent (are no longer subject to the extent not utilized risk of forfeiture and (ii) an Acceleration Event, Acquiror shall promptly distribute any remaining Indemnity Escrow to pay Purchaser Indemnified Parties the Stockholders based upon such Stockholder’s Proportionate Share (other than for Dissenting Shares and subject to adjustment of any such claims resolved amounts payable by any Stockholder for breaches of its representations and warranties or covenants in favor Article I of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Stockholder Agreement).

Indemnity Escrow. On As a remedy for the Closing Dateindemnity set forth in Article VII, Purchaser shallat the Closing, on behalf Parent shall deposit with the Escrow Agent such number of Seller, pay to Xxxxx Fargo Bank, N.A., the Common Transaction Shares as agent to Purchaser and Seller shall equal 7.5% of the Transaction Shares (the “Escrow AgentEscrowed Indemnity Shares”), comprised of Common Escrowed Earnout Shares (including that portion of the First Target Shares, Second Target Shares and Third Target Shares consisting of Common Escrowed Earnout Shares) and Common Transaction Shares that are not Escrowed Earnout Shares to be held in immediately available fundsa separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, to all in accordance with Article VII hereof and the account designated by terms and conditions of the Escrow Agent Agreement. On the fifth Business Day following the date (the “Indemnity Escrow AccountTermination Date”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following months from the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Escrowed Indemnity Escrow Amount (Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Common Transaction Shares shall be delivered to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Company Stockholders in accordance with this Article X, Section 3.5 2.6(d) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Wxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $2,800,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F H (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within five (5) Business Days after the date notice of any sums due and owing is given to the Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Controlling Shareholders shall be required to pay directly the remaining all of such additional sums due in connection with such claim following and owing to the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases Purchaser Indemnified Parties by wire transfer of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of immediately available funds within five (a) the date that is fifteen (155) Business Days following after the General Survival Date and (b) date of such notice. Following the tenth Business Day immediately following after the date on which Purchaser delivers first anniversary of the Attrition Rate StatementClosing Date (the “Release Date”), the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to on or before the General Survival Release Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, Purchasers shall pay to Xxxxx Fargo Bank, N.A.a financial institution to be mutually agreed upon, as agent to Purchaser Purchasers and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price $30,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain an Escrow Agreement Agreement, which will be executed at the Closing, by and among PurchaserBaseball Express, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X (except amounts setoff under the Contingent Note pursuant to its terms with respect to (a) any indemnification obligations under Sections 10.2(a)(ii) or (iii), or (b) any indemnification obligations under Section 10.2(a)(i) if the relevant breach of representation or warranty arose from intentional fraud committed with the Knowledge of Seller) shall be recovered paid solely from the funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement and shall accordingly reduce the Indemnity amount in the Escrow AmountAccount; providedprovided that, howeverin no event, that including if the amount in the Escrow Account is insufficient to the extentpay any remaining sums due, and solely will Seller be required to the extent, pay any amounts (a) Seller is obligated other than amounts paid to make a payment to any Purchaser Indemnified Parties out of the Escrow Account or amounts setoff under the Contingent Note pursuant to its terms) to Purchasers for indemnification obligations under this Article X with respect to a claim based uponX. As will be more fully set forth in the Escrow Agreement, attributable to or resulting from a breach on the first anniversary of the Specified IP Representation and (b) Closing Date, the Escrow Agent has released shall release the Indemnity amount then in the Escrow Amount Account (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any indemnification claim) to SellerTRBP, then Seller which shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation be paid by wire transfer of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Selleravailable funds into an account designated by TRBP, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date such first anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity amount in the Escrow Amount Account retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any such claims resolved in favor of Purchaser Indemnified PartiesPurchasers) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow AgreementAgreement to TRBP, which shall be paid by wire transfer of immediately available funds into an account designated by TRBP.

Indemnity Escrow. On At Closing, cash constituting a portion of the Closing Date, Purchaser shall, on behalf Purchase Price in the amount of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow Agent”)are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in immediately available funds, to the account designated by the Escrow Agent form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow AccountAgreement”), an amount equal to five percent ; provided that within one (5%1) Business Day following the eighteen (18) month anniversary of the Purchase Price (Closing Date, the “Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow Amountaccount, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”), in accordance with ) pursuant to the terms of this Agreement set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and that certain Escrow Agreement by Purchaser and among Purchaser, Seller and delivered to the Escrow Agent, dated . Within one (1) Business Day after the resolution of a dispute as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties Disputed Amounts pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for plus all accrued interest thereon, minus any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of remaining Disputed Amounts. 17 (a) the amount of claims for indemnification under this Article X asserted prior In addition to the General Survival Date but not yet resolved payment of the Purchase Price, as consideration for the sale, conveyance, assignment, delivery and (b) Purchaser’s Attrition Claim to transfer of the extent not resolved at such time in writing or pursuant to Section 3.5 (such claimsPurchased Assets, Purchaser shall assume the “Unresolved Claims”)Assumed Liabilities. The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.3.2

Indemnity Escrow. On To secure the Closing Dateperformance by the Company Stockholders of their indemnity obligations under this Section 6, upon the Closing, Purchaser shallshall deposit the aggregate Escrow Amount Per Share into an escrow account (the “Escrow Fund”) established with X.X. Xxxxxx Trust Company, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller National Association (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms and conditions of this Agreement the Escrow Agreement. The fees and that certain expenses of the Escrow Agent under the Escrow Agreement shall be borne by and among Purchaser. To the extent that a Purchaser Indemnified Person makes any claim for indemnification pursuant to Section 6(a), Seller and it shall make a claim against the Escrow Agent, dated as Fund in accordance with the terms and conditions of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”, which shall provide, among other things, that the portion of the Escrow Fund consisting of shares of Purchaser Common Stock shall be valued at an amount equal to $21.79 per share for purposes of any such claim (unless there is a Change of Control (as defined below) of Purchaser in which event such shares of Purchaser Common Stock shall be valued at the amount payable for such shares pursuant to such Change of Control). Any payment Seller is obligated to make to In the event that any Purchaser Indemnified Parties pursuant Person sustains or incurs Losses for which it is entitled to this Article X indemnification under Section 6(a), such Losses shall be recovered solely by release of funds to the Purchaser Indemnified Parties or paid from the Indemnity Escrow Account Fund for the amount of such claim in accordance with the terms of the Escrow Agreement until such Losses are paid or until no portion of the Escrow Fund remains. In such event, such indemnified Loss shall be recovered by Purchaser from the aggregate Escrow Amount Per Share of each Company Stockholder, on a several basis in accordance with each Company Stockholder’s Pro Rata Share of the amount of such Loss, and shall accordingly reduce consisting of cash and shares of Purchaser Common Stock (if any) in accordance with the Indemnity Escrow Amount; provided, however, same ratio as that applicable to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X aggregate Escrow Amount Per Share deposited with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released on behalf of such Company Stockholder at the Indemnity Closing. The period during which claims for Losses may be made (the “Claims Period”) against the Escrow Amount (to Fund shall commence at the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, Closing and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) terminate on the date that is fifteen twelve (1512) Business Days following the General Survival Date and (b) the Business Day immediately following months after the date of this Agreement (the “Escrow Period”). Notwithstanding anything contained herein to the contrary, such portion of the Escrow Fund at the conclusion of the Escrow Period as shall be necessary to satisfy any unresolved or unsatisfied claims for Losses hereunder shall remain in escrow until such claims for Losses have been resolved or satisfied. The remainder of the Escrow Fund, if any, shall be delivered to the Company Stockholders promptly (and in any event within five (5) business days) after the expiration of the Escrow Period in accordance with each such Company Stockholder’s Pro Rata Share and based on which the same ratio of cash and shares of Purchaser delivers Common Stock (if any) as that applicable to the Attrition Rate Statement, aggregate Escrow Amount Per Share deposited with the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution on behalf of such Unresolved Claims in accordance with this Article X, Section 3.5 and Company Stockholder at the Escrow AgreementClosing.

Indemnity Escrow. On (a) At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as the Buyer shall issue (or shall instruct the Buyer’s transfer agent to Purchaser and Seller (issue) the “Indemnity Escrow Agent”)Shares in the name of the Escrow Agent or its nominee. As promptly as practicable following the Closing, in immediately available fundsaccordance with the Escrow Agreement, the Buyer shall deliver to the Escrow Agent and the Seller written evidence (in the form of a direct registration statement or other customary written evidence of the registration of the Indemnity Escrow Shares) of the issuance of the Indemnity Escrow Shares and registration of the Indemnity Escrow Shares in book-entry in the name of the Escrow Agent or its nominee, to the account designated be held by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (Agreement. In accordance with the “Escrow Agreement”). Any payment Seller is obligated , any dividends, distributions or other income earned on or with respect to make to any Purchaser Indemnified Parties pursuant to this Article X the Indemnity Escrow Shares shall be recovered solely by release of funds deposited in the Indemnity Escrow Account. Such deposited dividends, distributions or other income earned with respect to the Purchaser Indemnified Parties from Indemnity Escrow Shares shall remain in the Indemnity Escrow Account in accordance with and be distributed according to the terms of provisions herein and the Escrow Agreement and shall accordingly reduce Agreement. During such time that the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then Shares are held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Seller shall retain the right to vote the Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementShares.

Indemnity Escrow. In order to provide security for Sellers’ indemnification obligations under this Agreement, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 8.12 and the Escrow Agreement. With respect to each claim for indemnification asserted in good faith by Buyer against Sellers pursuant to Section 8.2 or special warranty claim pursuant to the Assignment during the period from and after the Closing Date up to the date that is two years following the Closing Date (the “Escrow Termination Date”), upon final resolution or determination of such an indemnity or warranty claim by the applicable Parties or in accordance with Section 8.7, as applicable, Buyer and Seller’s Representative shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Indemnity Escrow account as would satisfy such finally resolved or determined indemnity or warranty claim. On the date that is six months following the Closing Date, Purchaser shall, on behalf of Buyer and Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by ’s Representative shall jointly instruct the Escrow Agent (the “Indemnity Escrow Account”), to disburse to Seller’s Representative an amount equal to five percent the positive difference, if any, between (5%a) Fifteen Million Dollars ($15,000,000), and (b) an amount equal to the sum of (i) all amounts disbursed to Buyer as of such date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representative within three Business Days of its receipt of such joint instruction. On the date that is 12 months following the Closing Date, Buyer and Seller’s Representative shall jointly instruct the Escrow Agent to disburse to Seller’s Representative an amount equal to the positive difference, if any, between (A) Twenty-Five Million Dollars ($25,000,000), and (B) an amount equal to the sum of (i) all amounts disbursed to Buyer as of such date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representative within three Business Days of its receipt of such joint instruction. On the Escrow Termination Date, Seller’s Representative shall, subject to the remainder of this sentence, be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Seller’s Representative in the proportions requested by Seller’s Representative pursuant to the terms of the Purchase Price Escrow Agreement (and Buyer and Seller’s Representative shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the “foregoing); provided, however, that Sellers shall not be entitled to a distribution of, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in good faith in accordance with Section 8.7 (which amounts shall remain in the Indemnity Escrow Amount”until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its indemnity obligations under Section 8.2 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Buyer by such Seller as they are agreed by the applicable Parties or finally determined in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to If there are any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from remaining in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon account after the resolution of all previously outstanding Claim Notices, then Seller’s Representative and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Seller’s Representative in the proportions requested by Seller’s Representative within three Business Days of its receipt of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementjoint instruction.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), Buyer shall deposit an amount equal to five percent Three Million, Five Hundred Thousand Dollars (5%$3,500,000.00) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance ) with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated pursuant to the Escrow Agreement. The Indemnity Escrow Amount, together with income earned thereon as of November 8, 2013, a copy of which is attached hereto as Exhibit F provided in the Escrow Agreement (the “Indemnity Escrowed Funds”), shall be held by the Escrow Agent pursuant to the Escrow Agreement as a source of funds for paying any amount owed by Seller to Buyer pursuant to Article 9 and will be released to Buyer or Seller when and as provided in the Escrow Agreement”. All costs and expenses, and any indemnities in favor, of the Escrow Agent shall be paid as provided in Section 2.2(b). Any payment Seller Notwithstanding anything contained in this Agreement to the contrary, on the one (1) year anniversary of the Closing Date, the balance of the Indemnity Escrowed Funds shall be released to Seller, unless Buyer has notified Seller, prior to the expiration of the one (1) year anniversary of the Closing Date, of any claim for which indemnification is, or is obligated reasonably expected to make be sought, in which case, such Indemnity Escrowed Funds shall not be released to any Purchaser Indemnified Parties Seller, but shall continue to be held pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce Agreement. At the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller FraudClosing, the maximum aggregate Liability of Seller under this Agreement, including this Article X, Principal Sellers shall execute and deliver to Buyer a guaranty agreement in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to Three Million, Five Hundred Thousand Dollars ($3,500,00.00) in the General Survival Date but not yet resolved and form attached hereto as Exhibit I (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved ClaimsGuaranty Agreement”). The Indemnity Escrow Amount retained for Unresolved Claims , which executed Guaranty Agreement shall be released by the Escrow Agent (a condition to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.Buyer’s obligations hereunder. EXECUTION VERSION

Indemnity Escrow. In order to provide security for Sellers’ indemnification obligations under this Agreement, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing in accordance with this Section 8.12 and the Escrow Agreement. With respect to each claim for indemnification asserted in good faith by Buyer against Sellers pursuant to Section 8.2 or special warranty claim pursuant to the Assignment during the period from and after the Closing Date up to the date that is two years following the Closing Date (the “Escrow Termination Date”), upon final resolution or determination of such an indemnity or warranty claim by the applicable Parties or in accordance with Section 8.7, as applicable, Buyer and Seller’s Representatives shall jointly instruct Escrow Agent to disburse to Buyer the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Indemnity Escrow account as would satisfy such finally resolved or determined indemnity or warranty claim. On the date that is six months following the Closing Date, Purchaser shall, on behalf of Buyer and Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by ’s Representatives shall jointly instruct the Escrow Agent (the “Indemnity Escrow Account”), to disburse to Seller’s Representatives an amount equal to five percent the positive difference, if any, between (5%a) Fifteen Million Dollars ($15,000,000), and (b) an amount equal to the sum of (i) all amounts disbursed to Buyer as of such date, and (ii) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such joint instruction. On the date that is 12 months following the Closing Date, Buyer and each Seller’s Representative shall jointly instruct the Escrow Agent to disburse to Seller’s Representatives an amount equal to the positive difference, if any, between (A) Twenty-Five Million Dollars ($25,000,000), and (B) an amount equal to the sum of (1) all amounts disbursed to Seller’s Representatives as of such date, (2) all amounts disbursed to Buyer as of such date, and (3) any amounts necessary to satisfy any unresolved Claim Notices made in good faith as of such time in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such joint instruction. On the Escrow Termination Date, Seller’s Representatives shall, subject to the remainder of this sentence, be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Seller’s Representatives in the proportions requested by Seller’s Representatives pursuant to the terms of the Purchase Price Escrow Agreement (and Buyer and Seller’s Representatives shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the “foregoing); provided, however, that Sellers shall not be entitled to a distribution of, and Escrow Agent shall retain, any amounts necessary to satisfy any unresolved Claim Notices that have been timely delivered by Buyer in good faith in accordance with Section 8.7 (which amounts shall remain in the Indemnity Escrow Amount”until such Claim Notices are finally resolved). If there are remaining amounts due by any Seller to Buyer pursuant to its indemnity obligations under Section 8.2 after the Indemnity Escrow balance is exhausted, then such amounts HN\1533753.22 shall be promptly paid to Buyer by such Seller as they are agreed by the applicable Parties or finally determined in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to If there are any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from remaining in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon account after the resolution of all previously outstanding Claim Notices, then Seller’s Representatives and Buyer shall promptly jointly instruct Escrow Agent to release the remaining account balance to Seller’s Representatives in the proportions requested by Seller’s Representatives within three Business Days of its receipt of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementjoint instruction.

Indemnity Escrow. On As soon as practicable after the Closing DateEffective Time, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Xxxxxxx shall deposit into an escrow account (the “"Indemnity Escrow") with IBJ Xxxxxxxx Bank & Trust Company as escrow agent (the "Indemnity Escrow Agent”"), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five i) ten percent (510%) of the Purchase Price Xxxxxxx Shares, (ii) the Revenue Contingent Share Pool and (iii) the Additional Share Pool (collectively, the "Indemnity Escrow Holdback"). The Indemnity Escrow Holdback shall be withheld on a pro rata basis from the Concept Shareholders who otherwise are entitled to such amounts at the Effective Time or at the end of the Measurement Period and shall be governed by the terms set forth herein and in an escrow agreement (the “"Indemnity Escrow Amount”)Agreement") in substantially the form attached hereto as EXHIBIT F. The Indemnity Escrow (but only up to a maximum of the total aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent of the amount of Damages that such Indemnitee has incurred by reason of the breach by Concept of any representation, warranty, covenant or agreement of Concept contained herein, or by reason of any misrepresentation by Concept made in accordance with the terms or pursuant to Section 3 of this Agreement and that certain Escrow Agreement or in any certificate delivered by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties Concept pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow AmountAgreement; provided, however, that to the extent, and solely to the extent, (a) Seller any claim or Legal Proceeding for which indemnity is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller sought shall pay directly the remaining sums due in connection with such claim following the payments made be satisfied from the Indemnity Escrow Account Holdback in connection therewith; providedthe following priority: (i) from the ten percent (10%) of the Xxxxxxx Shares deposited in escrow, further, however that (ii) from the Revenue Contingent Share Pool (so long as indemnity is sought prior to the extent, and solely to end of the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(vIndemnification Period) and (biii) from the Additional Share Pool (so long as indemnity is sought prior to the end of the Indemnification Period). No shareholder of Concept shall have any personal obligation to indemnify Indemnitee hereunder, such obligation shall extend only to such shareholders interest in the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementHoldback.

Indemnity Escrow. On If the Buyer Indemnitees are entitled to indemnification for Losses under this Article IV, and the Sellers have not reimbursed the full amount of indemnifiable Losses within ten (10) days after written demand therefor from the Buyer, then the Buyer may demand that it be distributed from the Indemnity Escrow an amount equal to such unreimbursed Losses. Provided no dispute then exists as to any claim by Buyer to all or a portion of the Indemnity Escrow, the Indemnity Escrow will be released to Sellers on the final day of the eighteenth month following the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (Agreement shall thereupon terminate. To the “Indemnity Escrow Account”)extent a dispute does exist as to a good faith claim or claims of Buyer on such final day of the eighteenth month following the Closing Date, an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), actual or reasonably estimated Losses associated with such claim or claims will continue to be held in accordance with the terms provisions of this Agreement and that certain the Escrow Agreement by and among Purchaseruntil such claim or claims have been fully resolved, Seller and at which time the Escrow Agent, dated as balance of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms (if any) will be released to Sellers. Sellers' obligations under this Agreement shall not be affected by any termination of the Escrow Agreement and shall accordingly reduce Agreement. Earnings on the principal of the Indemnity Escrow Amount; providedfrom time to time shall be added to and become part of the Indemnity Escrow, however, that and available for distribution to the extentBuyer to satisfy indemnifiable Losses that have not been reimbursed by Sellers, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (Sellers to the extent not utilized so distributed to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementBuyer.

Indemnity Escrow. On Subject to the Closing Datefollowing requirements, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller the Indemnity Escrow Fund shall be in existence during the period (the “Escrow Agent”), in immediately available funds, to the account designated "INDEMNITY ESCROW PERIOD") commencing upon receipt by the Escrow Agent (of the “Indemnity Escrow Account”Fund and shall terminate upon the earlier to occur of (A) 5:00 p.m., local time at Buyer's headquarters, on the date thirty (30) days after the Survival Date (as such date is certified in writing by the Buyer to the Escrow Agent), an amount equal to five percent and (5%B) the date when the last portion of the Purchase Price (the “Indemnity Escrow Amount”), Fund then held by the Escrow Agent is distributed in accordance with this Section 8.3 (such date, the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”"INDEMNITY ESCROW TERMINATION DATE"). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from Upon the Indemnity Escrow Account Termination Date the Escrow Agent shall immediately distribute to the Indemnifying Stockholders the full remaining amount of the Indemnity Escrow Fund, less (i) any Disputed Amounts, (ii) any amounts necessary to satisfy claims for Losses that have been previously resolved pursuant to Section 8.3(f), and (iii) the amount of all other Losses for which Buyer has delivered an Officer's Certificate prior to the Indemnity Escrow Termination Date with respect to facts and circumstances existing prior to the Indemnity Escrow Termination Date but which are not yet resolved pursuant to Section 8.3. As soon as all such pending claims have been resolved in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement8.3, the Escrow Agent shall release promptly deliver the remaining portion of the Indemnity Escrow Amount (Fund, if any, to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that Indemnifying Stockholders. Deliveries of amounts out of the Indemnity Escrow Agent shall retain an amount (up Fund to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or Indemnifying Stockholders pursuant to this Section 3.5 (such claims, 8.3(b)(i) shall be made in proportion to their respective Indemnity Pro Rata Portion of the “Unresolved Claims”). The remaining Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementFund.

Indemnity Escrow. On Except as set forth herein, the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (Indemnity Escrow Consideration shall be held in escrow until the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent Expiration Date (the “Indemnity Escrow AccountPeriod”), an amount equal to five percent (5%) as collateral for the indemnification obligations of the Purchase Price Company’s stockholders as set forth below (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow AgreementEscrow”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release Notwithstanding the foregoing, a portion of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Consideration shall be required to remain in escrow after the Indemnity Escrow Period in an amount sufficient to satisfy any unsatisfied claims specified in a written notice tendered to the escrow agent in accordance with the terms of the Indemnity Escrow Agreement and shall accordingly reduce prior to the expiration of the Indemnity Escrow Amount; provided, however, that Period (in which case any representation or warranty to which such claim applies which would naturally terminate at the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach end of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (Period shall continue to survive until such time as the extent claim is settled or a final award or judgment has been issued with respect thereto; provided that any such representation or warranty shall survive solely as it relates to that particular claim and shall not utilized to pay Purchaser Indemnified Parties survive for any indemnification claim) to Seller, then Seller shall pay directly separate or additional claim that may arise after the remaining sums due in connection with such claim following the payments made from last day of the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”Period). The Indemnity Escrow Amount retained for Unresolved Claims shall be released governed by the terms hereof and the Indemnity Escrow Agent Agreement among Quantum, the Company, the Indemnity Escrow Stockholder Representative (as defined below), the Company’s stockholders and the escrow agent. During the Indemnity Escrow Period, each of the Company’s stockholders shall have the right to direct the voting of the shares of Quantum Common Stock represented by such stockholder’s pro rata portion of the Indemnity Escrow Consideration that remains from time to time in the Indemnity Escrow account. The Company’s stockholders shall be entitled to receive, upon the termination of the Indemnity Escrow Period on a pro rata basis, any Indemnity Escrow Consideration not applied by Quantum to the extent not utilized payment of a claim in a manner consistent with this Article VI and the Indemnity Escrow Agreement. Payment to pay Purchaser Indemnified Parties from the Indemnity Escrow to satisfy claims for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims indemnification shall be paid in accordance with this Article X, Section 3.5 the provisions hereof and the Indemnity Escrow Agreement.

Indemnity Escrow. On To secure the Closing DateStockholders’ performance of their indemnity obligations under this Article VII, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as Parent shall deposit with an independent escrow agent to Purchaser and Seller be agreed to by the parties (the “Escrow Agent”), in immediately available funds(i) the Escrow Shares, and (ii) the Escrow Cash Amount (collectively with the Escrow Shares, the “Escrow”), pursuant to the account designated terms and conditions of a customary escrow agreement to be agreed upon by the parties prior to the Closing and to be entered into as of the Closing Date by and among Parent, Company, the Stockholders and the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated Parent shall cause the Escrow Agent to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds deliver to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms Stockholders any portion of the Escrow Agreement and shall accordingly reduce (i) remaining after the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to application of any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or setoff pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v7.4(e) and (bii) not then subject to any Payable Claim or Unresolved Claim, as follows (x) after final resolution of the Indemnity Escrow Amount is insufficient working capital adjustment pursuant to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementSection 1.7(e), the Escrow Agent shall release Cash Amount, (ii) on the Indemnity Escrow Amount first anniversary of the Closing Date, fifty percent (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim50%) to Seller, except that of the Escrow Agent shall retain an amount Shares, and (up to iii) on the total amount then held by eighteen (18) month anniversary of the Closing Date, any remaining portion of the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved Shares, if any. Any portion withheld at such time in writing or pursuant respect of an Unresolved Claim shall be promptly delivered to Section 3.5 (the Stockholders after such claims, the “claim for indemnification of Losses has ceased to be an Unresolved Claims”)Claim and has not matured into a Payable Claim. The Indemnity Escrow Amount retained for Unresolved Claims shall Shares will be issued in the name of the Stockholders upon issuance in connection with a Subsequent Payment, and unless and until released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Parent in accordance with this Article XVII, Section 3.5 the Stockholders shall have the sole and exclusive right to exercise any and all voting and consensual rights and powers from and after such date, and shall be entitled to receive and retain any and all cash dividends. For income tax purposes, the Stockholders shall be deemed the owner of the Escrow Shares, and the Stockholders will be responsible for paying all Taxes on any earnings associated with such issuance and ownership. The parties hereto acknowledge and agree that they will not treat any portion of a payment to the Stockholders from the Escrow Agreementupon release (if ever) of the amounts held pursuant to the terms of this Section 7.4(f) as a payment of interest to the Stockholders by Parent, except as otherwise required by a Taxing Authority.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, Notwithstanding anything to the account designated by contrary in this Agreement, any claim for indemnification to which Buyer Indemnified Persons are entitled under this Agreement pursuant to Section 8.1(a)(i) and (iv) will be satisfied solely from the Escrow Agent (the “Indemnity Escrow Account”)Funds, an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce this Agreement, and Buyer Indemnified Persons will not be entitled to any payment from any source other than the Indemnity Escrow Amount; Funds for any such indemnification claim. For as long as there are funds in the account maintained under the Escrow Agreement, any and all amounts payable by Seller, as Indemnifying Party to a Buyer Indemnified Person with respect to any other claims made under Section 8.1(a) will be paid in cash first out of such account established pursuant to the Escrow Agreement and thereafter by Seller in accordance with payment instructions provided by Buyer. Seller and Buyer will jointly direct the Escrow Agent to disburse to Seller (i) $17 million of the Escrow Funds on the date that is 18 months from the Closing Date and (ii) the remaining balance of the Escrow Fund on the Escrow Termination Date, provided, however, that in the event a Buyer Indemnified Person has made an Indemnity Claim under this ARTICLE VIII or other demand for payment prior to the extentdate of any distribution (a “Pending Claim”), and solely to the extent, (a) Seller is obligated to make a payment to then any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach disbursement of the Specified IP Representation balance or remaining balance at such time shall be less an amount sufficient to satisfy all such Pending Claims made since that date of any prior distribution (or the Closing Date in the case of the first distribution) until each such Pending Claim is fully and (b) finally resolved, in each case to such account or accounts as may be specified by Seller in writing to the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementdate.

Indemnity Escrow. On Notwithstanding anything to the Closing Datecontrary contained in this Agreement, Purchaser shallat the Closing, on behalf Seller shall be deemed to have received, and is hereby deemed to have authorized Buyer to deposit with the Escrow Agent an amount equal to 50% of Sellerthe Retention Amount, pay not to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller exceed $725,000.00 (the “Indemnity Escrow AgentAmount”), and together with the Working Capital Escrow Amount, the “Escrow Amount”) to be held in immediately available funds, to the an escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal ) to five percent (5%) of the Purchase Price satisfy any indemnity claims against Seller pursuant to Section 6.2 (the “Indemnity Escrow Amount”). Twelve (12) months following the Closing Date, in accordance with the terms of this Agreement Buyer and that certain Escrow Agreement by and among Purchaser, Seller and shall each instruct the Escrow AgentAgent in writing, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce Agreement, to release to Seller the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach balance of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that (after giving effect to any previous deductions and/or payments to Buyer pursuant to the extent, Escrow Agreement and solely to the extent, (a) Seller is obligated to make a payment giving effect to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation retention of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay satisfy any outstanding or unresolved claim as of such claimdate, then pursuant to the Escrow Agreement). Upon resolution of any claim for indemnification that shall have been asserted against Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases and not resolved as of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen twelve (1512) months following the Closing Date pursuant to Article VI and the Escrow Agreement, Buyer and Seller shall promptly (but in no event later than five (5) Business Days following the General Survival Date and (bDays) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, of such resolution instruct the Escrow Agent shall to release the Indemnity Escrow Amount (to that was the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution subject of such Unresolved Claims claim to Buyer and/or Seller (as applicable, in accordance with this Article X, Section 3.5 and such resolution) pursuant to the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Sellerthe Sellers, pay to Xxxxx Fargo Bank, N.A., as an escrow agent to appointed by the Purchaser and Seller the Sellers (the “"Indemnity Escrow Agent”"), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $10,500,000 (the “"Indemnity Escrow Amount”"), in accordance with the terms of this Agreement and that certain the Indemnity Escrow Agreement Agreement, dated as of the Closing Date, by and among Purchaser, Seller the Sellers Representatives and the Indemnity Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “"Indemnity Escrow Agreement”"). Any Other than as specifically stated elsewhere in this Agreement, any payment Seller is the Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X IX shall be recovered solely by release of funds to the Purchaser Indemnified Parties paid exclusively from the Indemnity Escrow Account Amount in accordance with the terms of the Escrow Agreement Article IX and shall accordingly reduce the Indemnity Escrow AmountAgreement; provided, however, that to in the extent, case such payment exceeds the Indemnity Escrow Amount and solely to Section 9.12(c) explicitly provides that in such case the extent, (a) maximum amount for which such Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach liable is in excess of the Specified IP Representation Indemnity Escrow Amount, such payment shall be paid first from the Indemnity Escrow Amount in accordance with the terms of Article IX and (b) the Indemnity Escrow Agreement. Upon the completion of eighteen months following the Closing Date, the Indemnity Escrow Agent has released shall release $5.5 million of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) Indemnification Claim subject to Seller, then Seller shall pay directly and in accordance with the remaining sums due in connection with such claim following the payments made from terms of Article IX and the Indemnity Escrow Account in connection therewith; provided, further, however that Agreement) to the extent, Sellers and solely the Optionholders (or to the extentTrustee on behalf of the Optionholders), (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting unless an Indemnification Claim has been received by the Sellers Representatives from a Fundamental Representation Purchaser Indemnitee prior to such time in accordance with the terms of Seller, Seller Fraud, or pursuant Article IX (which Indemnification Claim claims Losses in excess of the amount to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) remain in the Indemnity Escrow Amount is insufficient to pay Agreement following such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from distribution of $5.5 million of the Indemnity Escrow Account Amount), in connection therewith; provided, further, however, that, other than which case an amount equal to the Losses claimed in cases such Claim Notice shall be held until the resolution of Seller Fraudany and all such Indemnification Claims in accordance with the terms hereof and the Indemnity Escrow Agreement ("Unresolved Claims"). Upon the completion of twenty four months following the Closing Date, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Indemnity Escrow Agent shall release the remainder balance of the Indemnity Escrow Amount (to the extent not utilized Sellers and the Optionholders (or to pay Purchaser Indemnified Parties for any indemnification claim) to Sellerthe Trustee on behalf of the Optionholders), except that the Escrow Agent shall retain unless an Unresolved Claim is outstanding, in which case an amount (up to the total amount then held by the Escrow Agent) equal to the sum Losses claimed in such Claim Notice shall be held until the resolution of (a) any and all such Indemnification Claims in accordance with the amount of claims for indemnification under this Article X asserted prior to terms hereof and the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)Indemnity Escrow Agreement. The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Indemnity Escrow Agent to the Sellers and the Optionholders (or the Trustee on behalf of the Optionholders) (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims subject to and in accordance with this the terms of Article X, Section 3.5 IX and the Indemnity Escrow Agreement), promptly upon their resolution in accordance with Article IX.

Indemnity Escrow. On (i)At or prior to the Closing DateClosing, Purchaser shallPubco, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as the Seller Representative and American Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and Seller the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in immediately available fundsform and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to the account designated by which Pubco shall cause to be delivered to the Escrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) fifteen percent (15%) of the estimated Exchange Consideration, divided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Class B Exchange Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, in each case, as long as they remain in the Indemnity Escrow Account, the “Indemnity Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Indemnity Escrow Shares, in each case, as long as they remain in the Indemnity Escrow Account (together with the Indemnity Escrow Shares, the “Indemnity Escrow Property”), in a segregated escrow account (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), and disbursed in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as Agreement. The portion of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X Class B Exchange Shares that shall be recovered solely by release of funds to withheld at the Purchaser Indemnified Parties Closing for deposit in the Indemnity Escrow Account, and any disbursement from the Indemnity Escrow Account in accordance with to Pubco, shall be allocated between the terms Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). The Indemnity Escrow Shares shall serve as the sole and exclusive source of payment of the Escrow Agreement obligations of the Sellers under Section 2.5(d) and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to obligations of the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties Indemnitors pursuant to this Article X IX (other than with respect to a claim based upon, attributable to (A) Fraud Claims or resulting from a (B) any indemnification claims for breach of any Company and Seller Fundamental Representations, for which the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Main Seller shall pay directly the remaining sums due in connection with such claim following the payments be solely responsible). Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account in connection therewith; provided, further, however that shall be treated by the Parties as an adjustment to the extent, and solely to Exchange Consideration received by the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties Sellers pursuant to this Article X with respect II hereof. Each Class B Seller shall be deemed to a claim based upon, attributable to or resulting from a Fundamental Representation be the owner of such Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv’s relative Pro Rata Share (as between themselves) or Section 10.2(a)(v) and (b) of the Indemnity Escrow Amount is insufficient Shares during the time such Indemnity Escrow Shares are held in the Indemnity Escrow Account, subject to pay such claimthe retention of any dividends, then Seller shall pay directly the remaining sums due distributions and other earnings thereon in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims until disbursed therefrom in accordance with the terms and conditions of this Article X, Section 3.5 Agreement and the Escrow Agreement. Each Class B Seller shall have the right to vote such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the time held in the Indemnity Escrow Account as Indemnity Escrow Shares.

Indemnity Escrow. On The Indemnity Escrow Amount shall be available to satisfy any Losses incurred by any Purchaser Indemnified Persons for which the Closing DatePurchaser Indemnified Persons are indemnified pursuant to Section 7.2. If Xxxxxx becomes obligated (whether through mutual agreement between Purchaser and Xxxxxx, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof) to provide indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Purchaser and Xxxxxx shall, on behalf if necessary for release of Sellerfunds from the escrow, pay execute joint written instructions to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (to disburse the “Indemnity appropriate amounts from the Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), Amount in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow AgentAgreement. After a period of 18 months from the Closing Date, dated as of November 8Purchaser and Xxxxxx shall, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by if necessary for release of funds from the escrow, execute joint written instructions to the Purchaser Indemnified Parties from Escrow Agent to disburse any remaining portion of the Indemnity Escrow Account Amount to Xxxxxx, in accordance with the terms of the Escrow Agreement and shall accordingly reduce Agreement. Notwithstanding the Indemnity Escrow Amount; providedforegoing, however, that subject to the extentterms of the Escrow Agreement, and solely if Purchaser does not execute a joint written instruction with Xxxxxx to the extentEscrow Agent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach within 10 days after expiration of the Specified IP Representation 18-month period described in the preceding sentence and (b) after written request of Xxxxxx to Purchaser to execute such joint written instruction, Purchaser agrees Xxxxxx may unilaterally direct the Escrow Agent has released to disburse the remaining portion of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementXxxxxx.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shallwithout the act of any Securityholder, the Indemnity Escrowed Shares shall be deposited by Parent (on behalf of Seller, pay the Securityholders referred to Xxxxx Fargo Bank, N.A., as agent to Purchaser in clauses (i) and Seller (ii) of the definition of “Securityholders” in Section 10.1(ll) (the “Escrow AgentIndemnity Fund Securityholders”)) with Mellon Investor Services, in immediately available funds, to the account or such other bank or trust company designated by Parent and reasonably approved by the Escrow Agent Company (the “Indemnity Escrow AccountAgent”). The Indemnity Escrowed Shares, together with any non-cash dividends or other non-cash distributions paid with respect to the Indemnity Escrowed Shares, are collectively referred to as the “Indemnity Escrow Fund.” Parent shall show the Parent Common Stock contributed to the Indemnity Escrow Fund as issued and outstanding on its balance sheet. Any dividends or distributions paid in cash with respect to the Indemnity Escrowed Shares shall not be deposited into the Indemnity Escrow Fund but instead shall be paid to the Indemnity Fund Securityholders in accordance with their respective Pro Rata Portions (determined based solely with respect to the Indemnity Fund Securityholders). The Indemnity Escrow Fund shall be governed by the terms of an amount equal Indemnity Escrow Agreement substantially in the form attached as Exhibit E, with such changes as shall be mutually agreed to five percent (5%) of by the Purchase Price Company and Parent (the “Indemnity Escrow AmountAgreement”), in accordance with and shall be (i) available to compensate the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Parent Indemnified Parties for Damages claims made pursuant to this Article X shall be recovered solely by release of funds VIII and (ii) held to secure the Purchaser Indemnified Parties from Company’s obligations to meet certain business development milestones, as set forth in the Indemnity Escrow Account Agreement. Each Indemnity Fund Securityholder’s proportionate interest in accordance with the terms of the Escrow Agreement and shall accordingly reduce Indemnity Escrowed Shares deposited into the Indemnity Escrow Amount; provided, however, that to the extent, and Fund shall be based upon such Indemnity Fund Securityholder’s Pro Rata Portion (determined based solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to the Indemnity Fund Securityholders). As more fully provided in the Canadian Exchange Agreement, a claim based upon, attributable to or resulting from a breach portion of the Specified IP Representation and (b) Company Common Stock issuable to the Escrow Agent has released participants in the Canadian Transaction in exchange for their shares of Company Common Stock shall be deposited in the Indemnity Escrow Amount (to Fund and shall constitute Indemnity Escrowed Shares. The Indemnity Escrowed Shares shall be registered in the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from name of the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation Agent for so long as they constitute part of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient Fund and, upon distribution to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the any Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article XFund Securityholder, shall be registered in no event exceed the Final Purchase Price. On the earlier name of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the such Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)Fund Securityholder. The Indemnity Escrow Amount retained for Unresolved Claims Fund shall be released by distributed at the Escrow Agent (to times and in the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved manner as shall be specified in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Indemnity Escrow Agreement.

Indemnity Escrow. On In order to provide security for Seller’s indemnification obligations under this Article 11 and Seller’s special warranty granted in the Assignment and Xxxx of Sale, the Indemnity Escrow shall be held by Escrow Agent, and disbursed by Escrow Agent after the Closing Date, in accordance with this Section 11.7 and the Escrow Agreement. With respect to each claim for indemnification asserted by Purchaser shall, on behalf against Seller pursuant to this Article 11 or special warranty claim asserted by Purchaser pursuant to the Assignment and Xxxx of Seller, pay Sale and Section 3.1(c) during the period from and after the Closing Date up to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller the date that is twelve (12) months following the Closing Date (the “Escrow AgentTermination Date”), upon final resolution or determination of such an indemnity or special warranty claim by the Parties or in immediately available fundsaccordance with Section 11.4, as applicable, Purchaser and Seller shall jointly instruct Escrow Agent to disburse to Purchaser the amount set forth in such joint instruction, which will be that portion of the Indemnity Escrow being held in the Escrow Account as would satisfy such finally resolved or determined indemnity or special warranty claim. On the Escrow Termination Date, Seller shall be entitled to receive the Indemnity Escrow balance as of such time and such amount shall be automatically distributed to Seller pursuant to the account designated terms of the Escrow Agreement (and Purchaser and Seller shall jointly instruct Escrow Agent to take any necessary actions in order to accomplish the foregoing). If there are remaining amounts due by Seller to Purchaser pursuant to the indemnity obligations under this Article 11 after the Indemnity Escrow balance is exhausted, then such amounts shall be promptly paid to Purchaser by Seller as they are agreed by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), Parties or finally determined in accordance with the terms of this Agreement and Agreement. To the extent that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of Purchaser asserts any Damages for which it believes it is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated entitled to make to any Purchaser Indemnified Parties indemnification pursuant to this Article X shall be recovered solely by release of funds 11 or any special warranty claims pursuant to the Assignment and Xxxx of Sale and Section 3.1(c), Purchaser Indemnified Parties from shall pursue such claims against the Indemnity Escrow Account first, and Seller shall not have any personal liability for such claims unless and until the Indemnity Escrow is exhausted, and then only as further limited in accordance with the terms of this Agreement. On the date that is six (6) months following the Closing Date, Seller and Purchaser shall jointly instruct the Escrow Agreement and shall accordingly reduce Agent to disburse to Seller fifty percent (50%) of the amount of the Indemnity Escrow Amount; providedbalance as of such time, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment excluding those amounts attributable to any claim for indemnification asserted as of such date by Purchaser Indemnified Parties against Seller pursuant to this Article X with respect to a 11 or special warranty claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (asserted by Purchaser pursuant to the extent Assignment and Xxxx of Sale and Section 3.1(c) that has not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution been previously satisfied as of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementdate.

Indemnity Escrow. On the Closing Date, Purchaser Buyer shall, on behalf of SellerSellers, pay from the Initial Purchase Price to Xxxxx Fargo Bank, N.A.Title Company, as agent to Purchaser Buyer and Seller Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price $2,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow AgentAgreement, dated as of November 8, 2013, a copy of which is substantially in the form attached hereto as Exhibit F D, which will be executed at the Closing, by and among Buyer, Sellers and the Escrow Agent (the “Escrow Agreement”). Any payment any Seller is obligated to make to any Purchaser Indemnified Parties Buyer Indemnitees pursuant to this Article X shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties Buyer Indemnitees from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within five Business Days after the date notice of any sums due and owing is given to the Sellers (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnitee and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Sellers shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the Buyer Indemnitees by wire transfer of immediately available funds within five Business Days after the date of such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricenotice. On the earlier first anniversary of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any indemnification claim) to SellerSellers, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival first anniversary of the Closing Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any such claims resolved in favor of Purchaser Indemnified PartiesBuyer) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow Agreement.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay pursuant to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”in accordance with Section 1.8(c)(i), in immediately available funds, to the Purchaser will deposit the Indemnity Escrow Deposit into an escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”)) established by the Purchaser and the Company with Capital One Bank, an amount equal to five percent (5%) of the Purchase Price N.A. (the “Indemnity Escrow AmountAgent”), in accordance with the terms of this Agreement and that certain Escrow Agreement ) pursuant to an escrow agreement by and among the Purchaser, Seller the Company and the Escrow Agent, dated as of November 8, 2013, a copy of which is in the form attached hereto as Exhibit F G (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the The Indemnity Escrow Account in accordance Deposit, together with any interest and other earnings thereon (collectively, the terms of the Escrow Agreement and shall accordingly reduce the “Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(iiFunds”), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) will be held from and (b) after the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) Closing until the date that is fifteen (15) Business Days following months after the General Survival Closing Date (subject to extension for any then-pending claims of Purchaser Indemnified Parties under Article VII) (as so extended, the “Indemnity Escrow Period”), to serve as a source of recovery for: (i) any indemnifiable Losses owed by the Stockholders to Purchaser Indemnified Parties pursuant to Article VII; and (bii) if the Business Day immediately following Purchaser elects such method of satisfaction, any A/R Settlement Amount owed by the Company and the Stockholders to the Purchaser pursuant to Section 5.9. As soon as reasonably practicable after the date on which Purchaser delivers that is fifteen (15) months after the Attrition Rate StatementClosing Date (the “Initial Indemnity Escrow Period End Date”), the Escrow Agent shall release to the Company any Indemnity Escrow Funds remaining in the Indemnity Escrow Amount (Account as of the Initial Indemnity Escrow Period End Date that are not then subject to the extent not utilized to pay any then-pending claims of Purchaser Indemnified Parties for any indemnification claimunder Article VII. Any Indemnity Escrow Funds held in the Indemnity Escrow Account after the Initial Indemnity Escrow Period End Date because of the existence of then-pending claim(s) of Purchaser Indemnified Parties under Article VII shall be released from the Indemnity Escrow Account to Sellerthe Purchaser or the Company (as applicable) upon resolution of the applicable claim(s), except that pursuant to the terms and conditions of the Escrow Agent shall retain an amount Agreement. The Purchaser, the Company and the Stockholders each agree to promptly take all actions (up including executing and delivering joint written instructions to the total amount then held by the Escrow Agent) equal requested by any of the other parties to the sum effect releases of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Funds in accordance with this Article XSection 1.9(a), Section 3.5 5.9, Article VII and the Escrow Agreement.

Indemnity Escrow. On At the Closing DateTime, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A.National Association, a national banking association, as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)) designated by the Escrow Agent, an amount equal to five percent $1,800,000 (5%) of the Purchase Price (plus interest and investment income, the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, in the form of Exhibit F hereto, which will be executed at the Closing, by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X IX shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with by the Escrow Agent pursuant to the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller Seller, the Voting Trustees and the Voting Shareholders shall be required to pay directly the remaining all of such additional sums due in connection with such claim following and owing to the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases Purchaser Indemnified Parties by wire transfer of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of immediately available funds within five (a) the date that is fifteen (155) Business Days following the General Survival Date and (b) the Business Day immediately following after the date on which Purchaser delivers of such notice, and in the Attrition Rate Statementevent Seller, the Escrow Agent shall release Voting Trustees and the Indemnity Escrow Amount (Voting Shareholders do not make such payment pursuant to the extent not utilized to pay this Section 9.5, Purchaser Indemnified Parties for may deduct such amount from any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or Earn-Out Payments due pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement3.4.

Indemnity Escrow. On At the Closing DateEffective Time, Purchaser shall, on behalf of Seller, pay AlliedSignal shall deliver to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent from the number of shares issued under Section 2.05(a) to the Shareholders, in proportion to their ownership interests in the Company immediately prior to the Effective Time, a number of shares of AlliedSignal Common Stock having a Market Value measured by the Average Closing Price equal to $500,000 (the “"Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”Shares"). Any payment Seller is obligated to make to any Purchaser Indemnified Parties The Indemnity Shares shall be held in escrow pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce escrow agreement, attached as Exhibit A (the "Indemnity Escrow AmountAgreement"), for a period of one year after the Closing (and thereafter until any claims made by AlliedSignal within the one-year period pursuant to the provisions of Article VI are resolved) (the "Indemnity Escrow Period"); provided, however, that any remaining Indemnity Shares shall be finally released from the Indemnity Escrow no later than the fifth anniversary of the Closing Date, except for such number of Indemnity Shares relating to a bona fide dispute between the extent, parties as to whom the remaining Indemnity Shares should be released concerning any unresolved claims made by AlliedSignal pursuant to Article VI hereof and solely to the extent, (a) Seller is obligated to make a shall serve as the sole source for the payment to any Purchaser Indemnified Parties pursuant to of all claims by AlliedSignal under this Article X based upon the Market Value as measured by the Average Closing Price), except with respect to a claim based uponclaims relating to title to the Company Common Stock and fraud or intentional misrepresentation or omission, attributable to or resulting from a breach of the Specified IP Representation and (b) shall be subject to return to AlliedSignal to the Escrow Agent has released extent that the Shareholders are entitled to a lesser number of shares of AlliedSignal Common Stock pursuant to the provisions of Sections 2.05(b) and 2.07. After conclusion of the Indemnity Escrow Amount (Period, any Indemnity Shares then remaining in escrow shall be delivered to the extent not utilized Shareholders in proportion to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly their ownership interests in the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day Company immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementEffective Time.

Indemnity Escrow. On the Closing Date, Purchaser shall, on behalf of Sellerthe Selling Stockholders, pay to Xxxxx Fargo BankMellon Trust of New England, N.A., as agent to Purchaser and Seller the Selling Stockholders (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), Account an amount of the Cash Price equal to five percent (5%) of the Purchase Price $2,200,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among Purchaser, Seller the Stockholder Representative (on behalf of the Selling Stockholders) and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). The funds in the Indemnity Escrow Account shall be treated as being owned by the Selling Stockholders for Tax purposes and all parties hereto will file all Tax Returns consistent with such treatment. Any payment Seller is the Selling Stockholders are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X VIII shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms provisions of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Selling Stockholders shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the applicable Purchaser Indemnified Party by wire transfer of immediately available funds on the date that such claim following the payments made funds would have been released from the Indemnity Escrow Account if sufficient funds were in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricesuch account. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers first (1st) anniversary of the Attrition Rate StatementClosing Date, the Escrow Agent shall release a portion of the funds held in the Indemnity Escrow Amount (Account to the extent not utilized to pay Purchaser Indemnified Parties Stockholder Representative (for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up distribution to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Selling Stockholders in accordance with this Article X, Section 3.5 their respective aggregate percentage ownership of the Shares as set forth on Exhibit A) in accordance with the provisions of the Escrow Agreement. The remaining balance of funds held in the Indemnity Escrow Account shall thereafter be distributed and released in accordance with the provisions of the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser Purchasers shall, on behalf of SellerSellers, pay to Xxxxx Fargo Bank, N.A.TSX Trust Company, as agent to Purchaser Purchasers and Seller Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $1,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among PurchaserPurchasers, Seller Sealweld Canada and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment Seller is Shareholder or Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article X IX shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of the Escrow Agreement and Agreement. The Escrow Agent shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is not be obligated to make a payment release any money to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to Sealweld Canada or resulting from a breach the Purchasers without the prior written consent of both Sealweld Canada and the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase PricePurchasers. On the earlier expiration of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementPeriod, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any indemnification claim) to SellerSealweld Canada, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X IX asserted prior to the expiration of the General Survival Date Period but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Purchasers for any such claims resolved in favor of Purchaser Indemnified PartiesPurchasers) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 IX and the Escrow Agreement.

Indemnity Escrow. On At the Closing DateClosing, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Indemnity Escrow Agent”), Amount shall be retained in immediately available funds, to the account designated by escrow with the Escrow Agent pursuant to the terms of that certain escrow agreement in the form of Exhibit H attached hereto (the “Indemnity Escrow AccountAgreement”). At Closing, an amount equal Buyer and Granite shall execute and deliver the Indemnity Escrow Agreement and use commercially reasonable efforts to five percent (5%) of cause the Purchase Price Escrow Agent to execute and deliver the Indemnity Escrow Agreement. The Indemnity Escrow Amount plus any interest or earnings thereon (the “Indemnity Escrow AmountEscrow”) shall be the sole and exclusive source of funds or other remedy used to satisfy any amounts owed by Seller to Buyer or the Buyer Indemnified Parties pursuant to Section 1.7, Section 5.10(b) (subject to the last sentence hereof), or Section 9.2 in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with Agreement. On the terms six (6) month anniversary of the Closing Date, a portion of the Unclaimed Escrow Agreement and Amount shall accordingly reduce be released such that the Unclaimed Escrow Amount is equal to one-half the Indemnity Escrow Amount; provided, however, that to if the extent, and solely to the extent, (a) Seller Unclaimed Escrow Amount is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released less than one-half the Indemnity Escrow Amount on the six (6) month anniversary of the Closing Date, there shall be no early release of the Unclaimed Escrow Amount. By way of example, if there are $2 million of unresolved indemnification claims made by Buyer in good faith on or prior to the extent not utilized six (6) month anniversary of the Closing Date, $3.5 million would be released to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller on such anniversary date. The remaining Unclaimed Escrow Amount shall pay directly be released in full on the fifteen-month anniversary of the Closing Date. Any amount remaining sums due as Indemnity Escrow shall thereafter be released in connection accordance with such claim following the payments made from the Indemnity Escrow Account in connection therewith; providedAgreement. At any time when a party shall be entitled to release of all or any portion of the Indemnity Escrow under the terms of this Agreement and the Indemnity Escrow Agreement, further, however that to Granite and Buyer shall jointly instruct the extent, and solely to the extent, (a) Seller is obligated Escrow Agent to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based uponsuch payment. For the avoidance of doubt, attributable to no remediation costs paid or resulting from a Fundamental Representation of Seller, Seller Fraud, or payable pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv5.10(a) or reduction in the Purchase Price payable to Seller at Closing pursuant to the first sentence of Section 10.2(a)(v5.10(b) and or clause (bA) of Section 5.10(b) shall reduce the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller or constitute a Closing Date Adjustment under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement1.7.

Indemnity Escrow. On the Closing Date, Purchaser the Owners shall, on behalf of Sellerthe Selling Stockholders, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), Agent in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement by and among PurchaserAgreement, Seller and the Selling Stockholders will be deemed to have consented to the deposit with the Escrow AgentAgent of the Escrow Amount without any act required on the part of any such stockholder. The portion of the Escrow Amount contributed on behalf of each holder of Company Common Stock shall be determined with reference to each such stockholder’s Pro Rata Escrow Basis. As used herein, dated “Pro Rata Escrow Basis” shall mean, as to any particular holder of November 8Company Capital Stock, 2013, a copy the quotient determined by dividing (A) the amount of which cash consideration such stockholder is attached hereto as Exhibit F entitled to receive with respect to its Company Capital Stock pursuant to Section 3.1(c) by (B) the “Escrow Agreement”)Merger Consideration. Any payment Seller is obligated to make to any Purchaser indemnification the Owners Indemnified Parties are entitled to pursuant to this Article X IX shall be recovered solely by release of funds paid first, to the Purchaser Indemnified Parties from extent there are sufficient funds in the Indemnity Escrow Account (but subject to and in accordance with the terms of the Escrow Agreement Agreement), by release of funds to the Owners Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient or unavailable to pay such claimany remaining sums due, then Seller the Signing Stockholders shall be required to pay directly the remaining all of such additional sums due in connection and owing to the Owners Indemnified Parties by wire transfer of immediately available funds within five Business Days after the date of such notice. Any such payments by the Signing Stockholders shall be on a pro rata basis with such claim following any Signing Stockholder’s pro rata portion being determined by the payments made from fraction where the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases numerator is the number of Seller Fraud, shares of Company Common Stock owned by that Signing Stockholder for which they are receiving the maximum aggregate Liability Per Share Price and the denominator is the total number of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase shares of Company Common Stock for which any Selling Stockholder received Per Share Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementExpiration Date, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties the Owners for any indemnification claim) to Sellerthe Stockholder Representative, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (ai) the amount of claims for indemnification under this Article X IX asserted prior to the General Survival Date such date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)) and (ii) the Debenture Cap in effect on the Expiration Date. The Indemnity Escrow Amount retained for Unresolved Claims shall be released to the Stockholder Representative by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties the Owners for any such claims resolved in favor of Purchaser Indemnified Partiesthe Owners) upon the their resolution of such Unresolved Claims in accordance with this Article X, IX and the terms of the Escrow Agreement. The Indemnity Escrow Amount retained with respect to Losses specified in Section 3.5 9.7 shall be released to the Stockholder Representative by the Escrow Agent (to the extent not utilized to pay the Owners for any such Losses) upon their resolution in accordance with this Article IX and the terms of the Escrow Agreement.

Indemnity Escrow. On The Escrow Amount shall be deposited in escrow with the Closing Date, Purchaser shall, on behalf Escrow Agent pursuant to the terms of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller that certain escrow agreement in the form of Exhibit A attached hereto (the “Escrow AgentAgreement”). At Closing, in immediately available funds, Buyer and Sellers shall execute and deliver the Escrow Agreement and use commercially reasonable efforts to the account designated by cause the Escrow Agent named therein to execute and deliver the Escrow Agreement. The Escrow Amount plus any interest or earnings thereon (the “Indemnity Escrow AccountEscrow”), an amount equal ) will be available to five percent (5%) of satisfy any amounts owed by Sellers to Buyer or the Purchase Price (the “Indemnity Escrow Amount”), Buyer Indemnitees pursuant to Section 9.2 and in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agreement. Fifty percent (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms 50%) of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Unclaimed Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized Sellers on the six (6) month anniversary of the Closing Date. Fifty percent (50%) of the Unclaimed Escrow Amount remaining after the distribution on the sixth month anniversary of the Closing Date shall be released by the Escrow Agent to pay Purchaser Indemnified Parties for any such claims resolved the Sellers on the twelve (12) month anniversary of the Closing Date and the remaining Unclaimed Escrow Amount shall be released in favor full on the eighteen (18) month anniversary of Purchaser Indemnified Parties) upon the resolution Closing Date. Any remaining Indemnity Escrow that the Sellers thereafter becomes entitled to receive under the terms of such Unresolved Claims this Agreement and the Escrow Agreement shall thereafter be released in accordance with this Article X, Section 3.5 and the Escrow Agreement.

Indemnity Escrow. On As security for the Closing DateVendor's indemnification obligations under this Agreement, the Purchaser shall, on behalf of Seller, shall withhold from the Purchase Price and pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Indemnity Escrow Amount with the Escrow Agent”), in immediately available funds, to the account designated . The Indemnity Escrow Amount shall be held by the Escrow Agent pursuant to the terms and conditions of the indemnity escrow agreement in the form attached hereto as Schedule 3.2 (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”"INDEMNITY ESCROW AGREEMENT"), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Priceseparate interest bearing escrow account. On the earlier first anniversary of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release to Vendor the Indemnity Escrow Amount less (i) any amount paid prior to the extent first anniversary of the Closing Date by the Escrow Agent with respect to Claims of indemnity pursuant to Article 12 of this Agreement, and (ii) any amount claimed in any notice delivered pursuant to Section 12.3 of this Agreement with respect to Claims of indemnity that have not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Sellerbeen resolved or satisfied as of the first anniversary of the Closing Date (the "UNRESOLVED CLAIMS"). As soon as all Unresolved Claims, except that if any, have been resolved, the Escrow Agent shall retain an amount (up release to the total amount then held by Vendor the Escrow Agent) equal to remaining portion of the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for not required to satisfy such Unresolved Claims Claims. All interest accrued on the Indemnity Escrow Amount shall be released by the Escrow Agent (paid to the extent not utilized Vendor pursuant to pay Purchaser Indemnified Parties for any such claims resolved in favor the terms of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Indemnity Escrow Agreement.

Indemnity Escrow. On (i) At or prior to the Closing DateClosing, Purchaser shallPubco, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as the Seller Representative and American Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and Seller the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in immediately available fundsform and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to the account designated by which Pubco shall cause to be delivered to the Escrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) fifteen percent (15%) of the estimated Exchange Consideration, divided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Class B Exchange Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, in each case, as long as they remain in the Indemnity Escrow Account, the “Indemnity Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Indemnity Escrow Shares, in each case, as long as they remain in the Indemnity Escrow Account (together with the Indemnity Escrow Shares, the “Indemnity Escrow Property”), in a segregated escrow account (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), and disbursed in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as Agreement. The portion of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X Class B Exchange Shares that shall be recovered solely by release of funds to withheld at the Purchaser Indemnified Parties Closing for deposit in the Indemnity Escrow Account, and any disbursement from the Indemnity Escrow Account in accordance with to Pubco, shall be allocated between the terms Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). The Indemnity Escrow Shares shall serve as the sole and exclusive source of payment of the Escrow Agreement obligations of the Sellers under Section 2.5(d) and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to obligations of the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties Indemnitors pursuant to this Article X IX (other than with respect to a claim based upon, attributable to (A) Fraud Claims or resulting from a (B) any indemnification claims for breach of any Company and Seller Fundamental Representations, for which the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Main Seller shall pay directly the remaining sums due in connection with such claim following the payments be solely responsible). Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account in connection therewith; provided, further, however that shall be treated by the Parties as an adjustment to the extent, and solely to Exchange Consideration received by the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties Sellers pursuant to this Article X with respect II hereof. Each Class B Seller shall be deemed to a claim based upon, attributable to or resulting from a Fundamental Representation be the owner of such Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv’s relative Pro Rata Share (as between themselves) or Section 10.2(a)(v) and (b) of the Indemnity Escrow Amount is insufficient Shares during the time such Indemnity Escrow Shares are held in the Indemnity Escrow Account, subject to pay such claimthe retention of any dividends, then Seller shall pay directly the remaining sums due distributions and other earnings thereon in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims until disbursed therefrom in accordance with the terms and conditions of this Article X, Section 3.5 Agreement and the Escrow Agreement. Each Class B Seller shall have the right to vote such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the time held in the Indemnity Escrow Account as Indemnity Escrow Shares.

Indemnity Escrow. On The “Holdback” shall consist of $10,700,000 of the Aggregate Merger Consideration to be deposited in escrow at Closing Datewith an escrow agent reasonably acceptable to SBI and Parent, Purchaser shall, on behalf of Seller, pay and pursuant to Xxxxx Fargo Bank, N.A., as agent an escrow agreement that is reasonably acceptable to Purchaser SBI and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent Parent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow AgreementEscrow”). Any payment Seller is obligated to make to any Purchaser The Parent Indemnified Parties pursuant to this Article X shall be recovered paid, compensated or otherwise reimbursed solely by release of funds to the Purchaser Indemnified Parties through and from the Indemnity Escrow Account Escrow. Notwithstanding the foregoing, nothing contained in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article XSection 8.5, shall be construed to limit any rights of the Parent Indemnified Parties for full indemnification or otherwise against any SBI Stockholder severally with respect to the failure of such SBI Stockholder to have good, valid and marketable title to any SBI Shares held by such SBI Stockholder as represented herein, free and clear of all Liens or to have the full right, capacity and authority to vote all of such SBI Shares in favor of the Merger and any other transaction contemplated by this Agreement; provided that in no event exceed shall any SBI Stockholder have liability to the Final Purchase PriceParent Indemnified Parties for Losses in excess of the Merger Consideration payable to such SBI Stockholder. On expiration of the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementPeriod, the Escrow Agent shall release all amounts in the Indemnity Escrow that have not been used to compensate a Parent Indemnified Party as provided in this Article VIII or which do not constitute a Reserve Amount (under the provisions of Section 8.5.2.2, shall be distributed to the extent not utilized SBI Stockholders, pro rata in proportion to pay Purchaser the amount each was entitled to receive of the Merger Consideration payable to the SBI Stockholders. On resolution of the claim underlying any Reserve Amount or on expiration of three years from the expiration of the Survival Period without a formal proceeding having been filed against the Parent Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up with respect to the total amount then held by the Escrow Agent) equal underlying claim, such Reserve Amount shall be distributed to the sum SBI Shareholders in the same proportion as set forth above. On any distribution from the Indemnity Escrow, interest accrued on the Convertible Notes shall be allocated between Parent and the SBI Stockholders based on the respective portions of (a) the Holdback amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or otherwise received by them pursuant to this Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement8.5.

Indemnity Escrow. On The Seller agrees that the Closing Date, Purchaser shall, on behalf sum of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller $4,000,000 (the “"Indemnity Escrow Agent”), in immediately available funds, Funds") otherwise payable to the account designated Seller as part of the Interests Purchase Price at Closing shall be delivered by the Purchaser to the Escrow Agent pursuant to the Indemnity Escrow Agreement to be held by the Escrow Agent in an interest bearing account (the “"Indemnity Escrow Account”), an amount equal ") pursuant to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Agreement. The Indemnity Escrow Funds shall be available for payment of any claims made by a Purchaser Indemnified Party pursuant to Article VI below and in accordance with the terms of the Indemnity Escrow Agreement. The Purchaser Indemnified Parties shall first seek reimbursement for any Losses for which they are entitled to receive indemnification under this Agreement and shall accordingly reduce out of the funds deposited in the Indemnity Escrow Amount; providedAccount, however, that pursuant to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach terms of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to SellerAgreement, then Seller shall pay directly the remaining sums due in connection with until such claim following the payments made funds are exhausted or released from the Indemnity Escrow Account in connection therewith; providedAccount. On the first anniversary of the Closing, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due Funds held in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; providedshall be released to the Seller, further, however, that, other than in cases of Seller Fraudunless prior to that date the Purchaser advises the Escrow Agent, the maximum aggregate Liability Seller and the Principal Shareholders in writing that any claim for indemnification under Article VI below (each, a "Claim") by any Purchaser Indemnified Party has been asserted and is then pending. Any such notice shall specify the total amount of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricepending Claim(s). On If such notice is timely received by the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementEscrow Agent, the Escrow Agent shall release only that part of the Indemnity Escrow Amount (Account that is eligible to be released pursuant to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except preceding sentence that the Escrow Agent shall retain an amount (up to exceeds the total amount then of any Claim(s) received, with the remaining funds to be held by in the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims Account until such Claim(s) are resolved. Prior to receipt of a Claim, interest on the Indemnity Escrow Agreement shall be released by for the account of the Seller. Following receipt of a Claim, interest shall be paid in the same proportion as the principal Indemnity Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementFunds are disbursed.

Indemnity Escrow. On the Closing Datedate hereof, the Purchaser shall, on behalf of Sellerthe Sellers, pay to Xxxxx Wxxxx Fargo Bank, N.A., as escrow agent to for the Purchaser and Seller the Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent $6,250,000 (5%) of the Purchase Price (together with interest earned thereon the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among the Purchaser, Seller the Sellers and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). ) in the form attached hereto as EXHIBIT A. Any payment any Seller is obligated to make to any Purchaser Indemnified Parties after the rendering of a final decision, judgment or award of a Governmental Body of competent jurisdiction pursuant to this Article IX or Article X or under the Tax Deed shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Amount, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account Amount by the Escrow Agent in accordance with the terms of the Escrow Agreement Agreement, and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extentextent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then the Sellers or Seller (as applicable) shall be required to pay all of such additional sums due and solely owing to the extentPurchaser Indemnified Parties by wire transfer of immediately available funds within 5 Business Days after the date of such notice. On the 12 month anniversary of the Closing Date, the Escrow Agent shall release $3,125,000 to the Sellers (aby wire transfer of immediately available funds into the account of the Sellers’ representative set forth on Schedule 2.1 (or as otherwise designated in writing by the Sellers)) Seller is obligated less: (i) any amount previously utilized to make a payment to pay any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation Party; and (bii) the amount of any claims for indemnification by any Purchaser Indemnified Party asserted prior to such date but not yet resolved. The wire transfer to such account shall satisfy in full the Escrow Agent’s obligation (if any) to release to the Sellers such amount. On the Release Date, the Escrow Agent has released shall release the remainder of the Indemnity Escrow Amount (to the extent not utilized to pay any Purchaser Indemnified Parties for any indemnification claimclaims) to Sellerthe Sellers (by wire transfer of immediately available funds into the account of the Sellers’ representative set forth on Schedule 2.1 (or as otherwise designated in writing by the Sellers), then Seller which wire transfer to such account shall pay directly satisfy in full the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that Agent’s obligation (if any) to release to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(iiSellers such amount), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article IX or Article X or claims under the Tax Deed asserted prior to the General Survival Date such date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay any Purchaser Indemnified Parties for any such claims resolved in favor of such Purchaser Indemnified Parties) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 IX or Article X or the Tax Deed and the Escrow Agreement.

Indemnity Escrow. On the Closing Date, Purchaser Parent shall, on behalf of Seller, pay deliver to Xxxxx Fargo U.S. Bank, N.A.National Association, as agent to Purchaser Parent and Seller (the “"Escrow Agent”"), in immediately available funds, to the an account designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount in immediately available funds equal to five percent $3.5 million (5%the "Cash Escrow Amount") and that number of shares of Parent Common Stock equal to the Purchase quotient of $6.5 million divided by the Closing Share Price (the “"Escrowed Shares" and together with the Cash Escrow Amount, the "Indemnity Escrow Amount”"), in accordance with the terms of this Agreement and that certain the Escrow Agreement in substantially the form attached hereto as Exhibit A, which will be executed at the Closing, by and among PurchaserParent, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “"Escrow Agreement”"). Any payment Seller is obligated to make to any Purchaser Parent Indemnified Parties pursuant to this Article X shall be recovered solely paid, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Parent Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent in accordance with the terms of set forth in the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the The Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that Seller in accordance with the terms set forth in the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”)Agreement. The Indemnity Escrow Amount retained by the Escrow Agent for any claims for indemnification under Article X asserted but not settled before the applicable release date under the Escrow Agreement ("Unresolved Claims Claims") shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 X and the Escrow Agreement.

Indemnity Escrow. (a) On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A.LaSalle Bank National Association, as agent to for Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”)) designated by the Escrow Agent, an the amount equal to five percent (5%) of $3,000,000 from the Purchase Price under this Agreement (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement, the Real Estate Purchase Agreement and that certain the Escrow Agreement Agreement, which will be executed at the Closing, by and among Purchaser, Seller, the Seller Representative, and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any The Indemnity Escrow Account shall be subject to a first perfected security interest in favor of Purchaser and Parent, and so long as the Indemnity Escrow Account is in effect and until the Available Amount (as defined in the Guaranty) has been reduced to zero, any payment that Seller or any of the Seller Partners is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X or the Guaranty (other than claims arising under Section 10.2(a)(vii)) shall be recovered solely paid first from funds in the Indemnity Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within thirty (30) calendar days after the date notice of any sums due and owing is given to the Seller Representative (as defined in Section 10.6) (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party. Any such payment shall accordingly reduce the Indemnity Escrow Amount; provided, however, that subject to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach right of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (Seller Representative to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due object as provided in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement10.5.

Indemnity Escrow. On As a remedy for the Closing Dateindemnity set forth in Article VII, Purchaser shallat the Closing, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller Parent shall deposit with Continental Stock Transfer & Trust Company (the “Escrow Agent”), in immediately available funds, ) (or another escrow agent mutually agreed to by Parent and the Company) a number of the Initial Parent Shares having a value of $12,500,000 (using a value per share equal to the account designated by the Escrow Agent Trust Value Per Share) (the “Escrowed Indemnity Escrow AccountShares”), to be held in an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F escrow account (the “Escrow Account”) and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds On or prior to the Purchaser Indemnified Parties from second (2nd) Business Day following the Indemnity Escrow Account Release Date, the Escrow Agent shall release to the Company Stockholders from the Escrow Account, in accordance with the terms of the Escrow Agreement and shall accordingly reduce Agreement, a number of Escrowed Indemnity Shares equal to the excess of the number of the Escrowed Indemnity Shares then held in the Escrow Account over Escrowed Shares having a value (based on the average of the Closing Price of Parent Common Stock for the ten (10) consecutive Business Days immediately prior to the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow AgentRelease Date) equal to the sum of (a) the aggregate amount of unsatisfied or disputed claims for indemnification under this Article X asserted Losses specified in claims notices properly delivered in accordance with Section 7.3 on or prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim Indemnity Escrow Release Date. Upon such release, the released Escrowed Indemnity Shares shall be issued to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims Company Stockholders in accordance with this Article X, Section 3.5 2.7(c) of the Company Disclosure Statement and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claims for indemnification shall continue to be held in the Escrow Account until the final resolution of such claims, and upon such final resolution, shall be applied in satisfaction of such claim for indemnification and any amounts in excess of the amounts needed to satisfy such claims for indemnification shall be delivered in accordance with the preceding sentence.

Indemnity Escrow. On As soon as practicable after the Closing DateEffective Time, Purchaser shall, on behalf of Seller, pay GoodNoise shall deposit into an escrow account (the "Indemnity Escrow") with a national bank or other financial institution reasonably acceptable to Xxxxx Fargo Bank, N.A.Nordic, as escrow agent to Purchaser and Seller (the “"Indemnity Escrow Agent”"), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five twenty percent (520%) of the Purchase Price GoodNoise Shares (the “"Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”Holdback"). The Indemnity Escrow Amount retained for Unresolved Claims Holdback shall be released withheld on a pro rata basis from the Nordic Shareholders who otherwise are entitled to such amounts at the Effective Time and shall be governed by the terms set forth herein and in an escrow agreement (the "Indemnity Escrow Agent Agreement") in substantially the form attached hereto as Exhibit E. The Indemnity Escrow (but only up to a maximum of the total ---------- aggregate value of the Indemnity Escrow Holdback) shall be available to compensate the Indemnitees for any loss, to the extent not utilized of the amount of Damages that such Indemnitee has incurred and which are subject to pay Purchaser Indemnified Parties indemnification hereunder. So long as the GoodNoise shares remain subject to escrow, the Shareholders shall have the right to vote said shares or give a proxy for the same. Furthermore, any such claims resolved in favor distribution of Purchaser Indemnified Partiesmoney or property (including additional shares of GoodNoise equity) paid by GoodNoise on the Indemnity Escrow Holdback shall be added to the Indemnity Escrow Holdback and become subject to the Indemnity Escrow. Said additions shall thereafter be distributed to the Shareholders upon expiration of the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow AgreementIndemnity Escrow.

Indemnity Escrow. On the Closing Date, Purchaser shallPurchaser, on behalf of Sellerthe Selling Subsidiaries, shall pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), Agent in immediately available funds, to in a separately identified account (apart from the account TSA Escrow Amount) designated by the Escrow Agent (the “Indemnity Escrow Account”)Agent, an amount equal to five percent (5%) of the Purchase Price $2,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties paid first from the Indemnity Escrow Account in accordance with the terms Amount. On each of the Escrow Agreement first and shall accordingly reduce second anniversaries of the Closing Date, the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach Agent shall release $500,000 of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, provided that, if one or more claims for indemnification are then pending or have been asserted, the amount of the escrow that shall be released to Seller at each such time shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that be an amount equal to the extent, difference between $500,000 and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to amount of all such claims then pending or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Priceasserted which have not been reserved against by retaining prior escrow amounts. On the earlier third anniversary of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementClosing Date, the Escrow Agent shall release the remainder (if any) of the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date such 3 year anniversary but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Indemnity Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified PartiesPurchaser) upon the their resolution of such Unresolved Claims in accordance with this Article X. The Indemnity Escrow Amount shall constitute collateral security for the obligations of Seller under this Article X, Section 3.5 ; and the Escrow Agent shall, pursuant to the Escrow Agreement, agree to act as collateral agent for Purchaser.

Indemnity Escrow. On To secure PSD's indemnification obligations under this Article Twelve from and after the Closing, Manager (as agent for the Greenspun Shareholders and the Minority Shareholders unless prior to the Closing Date, Purchaser shall, the Manager notifies the parties to this Agreement that it will not act as agent on behalf of Sellerthe Greenspun Shareholders and the Minority Shareholders hereunder in which event the Greenspun Shareholders and holders of a majority of the Minority Common Stock will name another party to act on behalf of the Greenspun Shareholders and the Minority Shareholders hereunder), pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser CCI and Seller Escrow Agent shall at the Closing enter into an indemnity escrow agreement (the “"Indemnity Escrow Agent”Agreement") in the form of Exhibit Q to this Agreement. Anything in this Article Twelve to the contrary notwithstanding, the CCI Indemnitees' right to indemnification under this Article Twelve from and after the Closing shall be to and against (i) the principal portion of the Minority Escrow Amount (but not the interest and earnings thereon which shall remain the property of the Minority Shareholders) only, and (ii) the shares of CCI Common Stock deposited by the Greenspun Shareholders pursuant to Section 2.7 (but not the cash dividends declared on such CCI Common Stock, if any), in immediately available fundsand the CCI Indemnitees shall neither have recourse to nor be entitled to recover as against PSD, to the account designated Greenspun Shareholders or the Minority Shareholders or their respective properties or assets for any claims of indemnification under this Agreement from and after the Closing. For purposes of any and all claims by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties CCI Indemnitees pursuant to this Article X shall be recovered solely by release 12 against the Greenspun Escrow Amount, the shares of funds to CCI Common Stock deposited on behalf of the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance Greenspun Shareholders with the terms Escrow Agent at Closing shall, for purposes of determining the number of such shares to be released from the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that in order to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with satisfy such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article Xclaims, shall in no event exceed be deemed to have the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) value equal to the sum Average Closing Price, regardless of (a) the amount actual market price of claims for indemnification under this Article X asserted prior to such shares as of the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for date of any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreementclaim(s).

Indemnity Escrow. On the Closing Date, Purchaser Buyer shall, on behalf of SellerSellers, pay to Xxxxx Fargo Bank, N.A.First American Title Insurance Corporation, as agent to Purchaser Buyer and Seller Sellers (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price $3,000,000 (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain the Escrow Agreement Agreement, substantially in the form attached hereto as Exhibit B, which will be executed at the Closing, by and among PurchaserBuyer, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F Agent (the “Escrow Agreement”). Any payment any Seller is obligated to make to any Purchaser Buyer Indemnified Parties pursuant to this Article X IX shall be recovered solely paid first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Purchaser Buyer Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of by the Escrow Agreement Agent within five Business Days after the date notice of any sums due and owing is given to the Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; providedAmount and, howeversecond, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claimany remaining sums due, then Seller the Sellers shall be required to pay directly the remaining all of such additional sums due in connection with and owing to the Buyer Indemnified Parties by wire transfer of immediately available funds within five Business Days after the date of such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Pricenotice. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate StatementJuly 1, 2008, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any indemnification claim) to SellerSellers, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X IX asserted prior to the General Survival Date June 30, 2008 but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties Buyer for any such claims resolved in favor of Purchaser Indemnified PartiesBuyer) upon the their resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 IX and the Escrow Agreement.