Common use of Release of Escrow Shares Clause in Contracts

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by ------------------------ the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the first anniversary of the date of this Escrow Agreement Effective Time (the "Release Date"). The amount of Escrow Shares to ------------ be released on the Release Date to the Holders (the "Released Escrow") shall --------------- equal all of the Escrow Shares held by the Escrow Agent at such time, less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any the number of the Escrow Shares subject to delivery to Cambridge Notices of Claims delivered by Parent in accordance with Section 2.3(b) which number shall be equal to the Damages requested in such Notice of Claim divided by the Topaz Average Current Price for the five (5) trading day period ending on the Release Date with respect to any then pending Contested Claims. Within ten twenty (1020) of the CustodianEscrow Agent's business days ("Business Days") ------------- after the Release Final Notice Date, Cambridge ------------- Parent and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares -------------- to be released by the Custodian and Cambridge Escrow Agent (the "Released Escrow") ), including the number --------------- of Escrow Shares to be released to the Indemnification Representative for each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent is authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Indemnification Representative for the Holders in proportion accordance with the percentage interests set out in Exhibit A hereto and as certified in writing to their respective interests in the Initial Escrow SharesAgent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten twenty (1020) Business Days after receipt of the Release Notice, Cambridge the Escrow Agent shall instruct the Custodian to deliver (by registered mail or overnight courier serviceits usual and customary means) to the Indemnification Representative for each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate HoldersHolders as certified in writing to the Escrow Agent. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The 4.1 Within five business days after the Initial Termination Date, the Escrow Shares shall be ------------------------ released by Agent shall, upon receipt of written notice from the Custodian and Cambridge as soon as practicableShareholders' Representative, taking into account the notices distribute or cause to be delivered under this Section 3.1, after the first anniversary distributed to each of the date Merger Shareholders at such Merger Shareholder's address set forth on Schedule A such Merger Shareholder's pro-rata portion of this the Deposited Shares (or other property held in the Escrow Agreement (the "Release Date"Account), less: (a) ------------ ---- if any, then held in escrow based on the percentage interests set forth on Schedule A and shall distribute or cause to be distributed to Wesinger all Wesinxxx Xxxxow Shxxxx, xx any, then held in escrow in excess of 250,000 shares; provided, however, that if prior to the Initial Termination Date, any Escrow Shares delivered Indemnitee has given a Claim Notice containing a claim that has not been resolved prior to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Initial Termination Date in accordance with Section 2.3(b) with respect to any then pending Contested Claims3, the Escrow Agent shall retain in the Escrow Account after the Initial Termination Date. Within ten (10) of the Custodian's five business days ("Business Days") ------------- after the Release Extended Termination Date, Cambridge and the Indemnification Representative shall deliver Escrow Agent shall, upon receipt of written notice from the Shareholders' Representative, distribute or cause to be distributed to Wesinger all Wesinxxx Xxxxow Shxxxx, xx any, then held in escrow; provided, however, that if prior to the Custodian Extended Termination Date any Indemnitee has given a written notice (a "Release Notice") setting forth claim Notice containing an Extended Period Claim that has not been resolved prior to the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made Extended Termination Date in accordance with Section 2.3(c)3, the remaining Escrow Agent shall retain in the Escrow Account after the Extended Termination Date Escrow Shares shall be collectively having a Stipulated Value equal to 120% of the Retained EscrowClaimed Amount or Contested Amount, as the case may be, with respect to all claims that have not then been resolved. (The Released Escrow shall be released parties acknowledge that it is appropriate to retain more than 100% of the Holders in proportion to their respective interests Claimed Amount in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt Account in recognition of the Release Notice, Cambridge shall instruct fact that the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership Indemnitee may have underestimated the aggregate amount of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge actual and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver potential Damages arising from a jointly approved Release Notice, a final award particular breach or decision which specifies the distribution of the Escrow Sharesother matter.)

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- At any Escrow Shares delivered time prior to one (1) year after the Closing Date, if SoftLock shall be of the opinion that it is entitled to make a claim to all or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any part of the Escrow Shares subject pursuant to delivery the terms and conditions of the Purchase Agreement, it shall deliver to Cambridge the Escrow Agent a demand in accordance writing to deliver Escrow Shares (a "Demand for Delivery"), together with Section 2.3(b) a concise written explanation of the ground or grounds for such Demand for Delivery as well as the amount in controversy with respect to such claim (the "Amount in Controversy"), such demand to be made in good faith. Upon receipt of the Demand for Delivery, the Escrow Agent shall reasonably promptly submit the certificates evidencing the Escrow Shares to SoftLock's transfer agent and request that the transfer agent cancel such certificates and issue in lieu thereof certificates in such denominations as the Escrow Agent shall request. After receipt by the Escrow Agent from SoftLock's transfer agent of such new certificates evidencing the Escrow Shares in the requested denominations, the Escrow Agent shall set aside a number of Escrow Shares that are equal in value to the Amount in Controversy (such Escrow Shares being referred to herein as the "Set Aside Shares"). The Escrow Agent shall, reasonably promptly after receipt of the Demand for Delivery, notify Seller that it has received a Demand for Delivery and it shall deliver a copy of the Demand for Delivery to Seller. If Seller is of the opinion that SoftLock is not entitled to such Set Aside Shares under the terms and provisions of the Purchase Agreement, Seller shall deliver to the Escrow Agent, within twenty (20) days of receipt of the Demand for Delivery from the Escrow Agent, a written objection to delivery (the "Objection to Delivery") together with a concise written explanation of the ground or grounds for such Objection to Delivery, such objection to be made in good faith. If Escrow Agent receives an Objection to Delivery within the time prescribed herein, Escrow Agent shall continue to hold the Set Aside Shares until delivery pursuant to Section 2.3(b). The Escrow Agent shall reasonably promptly deliver a copy of any then pending Contested ClaimsObjection to Delivery so received to SoftLock. Within If the Escrow Agent does not receive an Objection to Delivery from Seller within ten (10) days of delivery of the Custodian's business days ("Business Days") ------------- after Demand for Delivery, the Release Date, Cambridge and Escrow Agent shall promptly thereafter deliver the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Set Aside Shares to SoftLock and thereupon the Escrow Agent shall be relieved of all obligations and released by from all liability with respect to such transactions. Nothing herein contained shall prevent SoftLock from making more than one claim and/or Demand for Delivery within the Custodian and Cambridge (period of time permitted therefore under the "Released Escrow") including the number of Purchase Agreement. The Escrow Shares Agent shall release to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion Seller all or such part of the Escrow Shares as to retain which no Demand for pending Contested Claims Delivery shall have been made within one (1) year after the Closing Date, reasonably promptly thereafter, and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), thereupon the remaining Escrow Shares Agent shall be the Retained Escrow. The Released Escrow shall be relieved of all obligations and released from all liability with respect to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Sharestransactions.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), ) less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the CustodianEscrow Agent's business days ("Business Days") ------------- after the Release Date, Cambridge Parent and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian Escrow Agent and Cambridge Parent (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims (which shall not exceed the number of Escrow Shares necessary to satisfy the amount set forth in the Notice of Claim) and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge Parent shall instruct the Custodian Escrow Agent to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares and all related stock transfer powers shall be ------------------------ released by the Custodian and Cambridge Escrow Agent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary earliest of (i) publication of Parent's audited financial results for the year ended December 31, 2000 or (ii) expiration of the date survival period for representations and warranties as set forth in Article IX and XI of this Escrow the Merger Agreement (the "Release DateRELEASE DATE"), less) LESS: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten Parent shall give written notice to the Indemnification Representative and the Escrow Agent of the publication of Parent's audited financial results for the year ended December 31, 2000, if the Release Date shall not already have transpired. Promptly, and no later than seven (107) of the CustodianEscrow Agent's business days ("Business DaysBUSINESS DAYS") ------------- after the Release Date, Cambridge Parent and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "Release NoticeRELEASE NOTICE") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge Escrow Agent (the "Released EscrowRELEASED ESCROW") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained EscrowRETAINED ESCROW"). Cambridge Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expensesAwards, if any. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.as set forth

Release of Escrow Shares. The On the 9-month anniversary of the First Closing, provided the Second Closing has occurred, THC and the Purchaser shall instruct the Escrow Agent to release the remaining Escrow Shares to THC. If the Second Closing Date does not occur prior to the 9- month anniversary of the First Closing Date, THC and the Purchaser shall instruct the Escrow Agent to continue to hold Escrow Shares having a value of $500,000 (the “Second Closing Escrow Shares”) until the Second Closing occurs or is terminated pursuant to Section 5.3. In the event the Second Closing occurs after the 9-month anniversary of the First Closing and the Xxxxxxxxx Lease Assignment Condition has been satisfied, the Second Closing Escrow Shares shall be ------------------------ released to the Sellers. In the event the Second Closing does not occur and is terminated pursuant to Section 5.3 or the Second Closing occurs but the Xxxxxxxxx Lease Assignment Condition has not been satisfied by the Custodian and Cambridge as soon as practicablesuch time, taking into account the notices Sellers shall, without duplication of recovery pursuant to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"4.1(b), less: (a) ------------ ---- any Escrow Shares delivered be liable to or deliverable to Cambridge Purchaser for liquidated damages in satisfaction the amount of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims$500,000. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the The number of Escrow Shares to be released to each ---------------- Holder and the Sellers on any date for the release of Escrow Shares provided for above shall be reduced by a number of Escrow Shares having an aggregate value equal to be retained the amount of any indemnity claim asserted by a Purchaser Indemnitee pursuant to this ARTICLE VI that has not been resolved as provided of such release date. Promptly, and in this Section 3.1 any event not later than three (3) Business Days, following the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort resolution of any indemnity claim with respect to agree which Escrow Shares are withheld on a reasonable release date, the Purchaser and THC shall instruct the Escrow Agent to release to THC the portion of the Escrow Shares that were withheld on the basis of such claim and that are not required to retain for be used to satisfy such claim (provided that if there are then other indemnity claims pending Contested Claims and Prevailing Party Awards and related expenses. Until against the Escrow Shares, such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall continue to be withheld to the Retained Escrow. The Released Escrow extent required to secure satisfaction of such other indemnity claims and shall be released in the same manner upon the resolution of such other indemnity claims, and provided further that, if the Second Closing Date does not occur prior to the Holders in proportion 9-month anniversary of the First Closing Date, notwithstanding the resolution of any such indemnity claim, the Escrow Agent shall continue to their respective interests in hold the Initial Second Closing Escrow SharesShares until the Second Closing occurs or is terminated pursuant to Section 5.3). In lieu of releasing any fractional Escrow Shares, any fraction of a Shares released Escrow Share that would otherwise be released to THC shall be rounded to allocated among the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares Selling Shareholders in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge manner as THC may determine and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow SharesPurchaser shall have no liability therefor.

Release of Escrow Shares. The (i) Notwithstanding any section of this Agreement, the provisions set forth in this Section 2.2 shall apply with respect to the release of the Escrow Shares shall be ------------------------ released by as well as to the Custodian and Cambridge as soon as practicable, taking into account issuance of Contingent Shares pursuant to the notices Asset Purchase Agreement. If there are existing on any date on which Escrow Shares are to be delivered under this Section 3.1, after released to the first anniversary of the date of this Escrow Agreement Shareholders hereunder (the a "Release Date"), less: any Indemnifiable Amounts (aas defined herein) ------------ ---- any due and owing to Purchaser and/or its affiliates, the Escrow Agent shall upon five (5) days' prior notice from the Purchaser, cause that number of Escrow Shares delivered with a fair market value equal to or deliverable to Cambridge in satisfaction the closing bid price of Uncontested Claims or Contested Claims which have been settled the Common Stock of Purchaser as reported by the parties heretoNasdaq NMS or any similar exchange on the date such written notice is provided to the Escrow Agent (the "Share Value") sufficient to fully cover such Indemnifiable Amounts (the "Excluded Shares") to be deducted from the amount of Escrow Shares otherwise transferrable to the Shareholders on such Release Date and instead transfer such Excluded Shares to Purchaser to be cancelled, and (b) any all right, title, and interest of the Escrow Shareholders in and to such Excluded Shares subject shall immediately terminate. In the event that the Indemnifiable Amount is greater than the Share Value of the Excluded Shares, all excess and unsatisfied Indemnifiable Amount shall be applied against any shares of Common Stock to delivery to Cambridge be released on any future Release Date or contingency date, if any, in accordance with Section 2.3(b) with respect the terms of this Agreement and the Asset Purchase Agreement. Purchaser shall use its best efforts to notify Seller of any then pending Contested Claims. Within anticipated Indemnifiable Amounts known to Purchaser at least ten (10) of days prior to the Custodian's business days ("Business Days") ------------- after the relevant Release Date; however, Cambridge and the Indemnification Representative shall deliver Purchaser's right to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian Indemnifiable Amounts shall not be required invalidated by failure to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Sharesso notify Seller.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Within five (5) business days after the Termination Date, the Escrow Shares delivered Agent shall distribute or cause the stock transfer agent for the Parent Common Stock to or deliverable distribute to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any each of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the CustodianSelling Members at such Selling Member's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting address set forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable Exhibit A such Selling Member's pro-rata portion of the Escrow Shares then held in escrow (less any shares distributed to retain for pending Contested Claims the Designated Company Agent pursuant to Section 11 hereof) and Prevailing Party Awards and related expenses. Until such agreement is reachedbased on the percentage interests in the Escrow Fund set forth in Exhibit A; provided, or however, that if prior to the Termination Date, any Parent Indemnitee has given a determination is made Claim Notice containing a claim which has not been resolved prior to the Termination Date in accordance with Section 2.3(c3, the Escrow Agent shall retain, subject to release with respect to resolved claims as set forth in Section 3 and this Section 4(a) and subject to the provisions of Section 5(d), in the remaining Escrow Account after the Termination Date Escrow Shares having a Stipulated Value equal to 100% of the Claimed Amount or Contested Amount, as the case may be, with respect to all claims which have not then been resolved. If Escrow Shares in the Escrow Account at the end of each three (3) month interval after the Termination Date have an aggregate Stipulated Value in excess of 100% of the then unresolved Claimed Amounts and Contested Amounts, a number of Escrow Shares shall be released at such time from the Retained Escrow. The Released Escrow shall be released Account to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded Selling Members pursuant to the nearest whole Escrow Share. Within ten (10first sentence of this Section 4(a) Business Days after receipt of so that the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution Stipulated Value of the Escrow Shares.Shares remaining in the Escrow Account is not in excess of 100% of the then unresolved Claimed Amounts and

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released held by the Custodian and Cambridge as soon as practicable, taking into account the notices Escrow Agent until such Escrow Shares are required to be delivered under this released pursuant to either: (i) Section 3.1, after the first anniversary of the date 2(c) of this Agreement; or (ii) when required under applicable provisions of Section 4 of this Agreement. The Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative Agent shall deliver to the Custodian a written notice Significant Shareholders or to Parent (a "Release Notice") setting forth who is authorized to accept delivery of Escrow Shares on behalf of any Indemnified Person), as applicable hereunder, the -------------- requisite number of Escrow Shares to be released on such applicable date as is called for by this Agreement. Such delivery of Escrow Shares shall be in the form of stock certificate(s) registered in the name of such Significant Shareholders or Parent, as applicable, in accordance with this Agreement. The Escrow Agent shall coordinate with Parent's transfer agent who shall cause such stock certificates to be registered in the appropriate names as determined by the Custodian Escrow Agent in accordance with this Agreement. Parent shall give the Escrow Agent prompt written notice of the name and Cambridge (address of any new transfer agent for Parent's Common Stock. Parent and the "Released Escrow") including Representative undertake to deliver a prompt written notice to the Escrow Agent identifying the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reachedSignificant Shareholders and/or Parent, or a determination is made as applicable, in accordance with Section 2.3(c)this Agreement. Unless the Escrow Agent is instructed otherwise by Parent and the Representative, the remaining Escrow Shares shall be released to the Retained Escrow. The Released Escrow Significant Shareholders shall be released to the Holders them in proportion to their respective percentage interests in the Initial Escrow SharesShares as set forth in EXHIBIT A hereto. In The Escrow Agent shall use good faith efforts (with Parent's assistance) to have such stock certificates in its possession by delivery from Parent's transfer agent no later than two (2) business days prior to the day on which the Escrow Agent is to deliver such certificates to the Significant Shareholders. Cash shall be paid in lieu of releasing any fraction of an Escrow Share held by any Significant Shareholder (computed for each Significant Shareholder by aggregating all Escrow Shares held by such Significant Shareholder) in an amount equal to the applicable fraction of an Escrow Share multiplied by the Closing Price Per Share (as defined in Section 4(e) of this Agreement), such price per share to be adjusted to reflect any stock dividend, stock split, reverse stock split, combination of shares, reclassification, recapitalization or other similar event affecting Parent Common Stock (each a "CAPITAL CHANGE"), whether occurring at or after the Closing Date. Parent shall distribute, or Parent shall provide to the Escrow Agent and Escrow Agent shall distribute, cash in lieu of fractional Escrow Shares; provided, neither Parent nor Escrow Agent shall be obligated to disburse such cash amount to any fraction Significant Shareholder until such Significant Shareholder delivers an IRS Form W-9 (or Form W-8 in the case of a released Escrow Share that would otherwise be released foreign person) for tax reporting purposes, duly completed and executed by such Significant Shareholder. Parent shall be rounded deemed to have purchased the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian fractional shares for which it has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Sharesprovided cash-in-lieu payments.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by ------------------------ the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the first anniversary of the date of this Escrow Agreement Effective Time (the "Release Date"), ) less: (a) ------------ ---- any Escrow Shares ------------ ---- delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the CustodianEscrow Agent's business days ("Business Days") ------------- after the Release Date, Cambridge Parent ------------- and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to -------------- be released by the Custodian and Cambridge Escrow Agent (the "Released Escrow") ), including the number of --------------- Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge , Parent and --------------- the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow SharesShares as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge Escrow Agent shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate HoldersHolders as certified in writing to the Escrow Agent. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares and all related stock transfer powers shall be ------------------------ released by the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary publication of Parent's audited financial results for the date of this Escrow Agreement year ended December 31, 1999 (the "Release DateRELEASE DATE"), less) LESS: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten Parent shall give written notice to the Indemnification Representative and the Escrow Agent of the publication of Parent's audited financial results for the year ended December 31, 1999. Promptly, and no later than seven (107) of the CustodianEscrow Agent's business days ("Business DaysBUSINESS DAYS") ------------- after the Release Date, Cambridge Parent and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "Release NoticeRELEASE NOTICE") setting forth the -------------- number of Escrow Shares to be released by the Custodian Escrow Agent and Cambridge Parent (the "Released EscrowRELEASED ESCROW") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained EscrowRETAINED ESCROW"). Cambridge ) Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the The Release Notice, Cambridge Notice shall instruct the Custodian Escrow Agent to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the first anniversary of the date of this Escrow Agreement Effective Time (the "“Release Date"), ”) less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's Escrow Agent’s business days ("“Business Days"”) ------------- after the Release Date, Cambridge Parent and the Indemnification Representative Holder shall deliver to the Custodian Escrow Agent a written notice (a "“Release Notice"”) setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge Escrow Agent (the "“Released Escrow") ”), including the number of Escrow Shares to be released to each ---------------- the Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "“Retained Escrow"”). Cambridge Parent and the Indemnification --------------- Representative Holder shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow Agent shall be released authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the Holders in proportion to their respective interests in the Initial Escrow Sharesextent applicable. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge the Escrow Agent shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holdersso released. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative Holder or, in the event Cambridge Parent and the Indemnification Representative Holder fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary earliest of (i) publication of Parent's audited financial results for the year ended December 31, 2000 or (ii) expiration of the date survival period for representations and warranties as set forth in Article X and XII of this Escrow the Merger Agreement (the "Release DateRELEASE DATE"), less) LESS: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the CustodianEscrow Agent's business days ("Business DaysBUSINESS DAYS") ------------- after the Release Date, Cambridge Parent and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "Release NoticeRELEASE NOTICE") setting forth the -------------- number of Escrow Shares to be released by the Custodian Escrow Agent and Cambridge Parent (the "Released EscrowRELEASED ESCROW") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained EscrowRETAINED ESCROW"). Cambridge ) Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded down to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge Parent shall instruct the Custodian Escrow Agent to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate HoldersHolder. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by ------------------------ the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is the earlier of (i) one (1) year after the first anniversary of Effective Time or (ii) the date on which KPMG LLP shall have delivered to Parent the audited consolidated financial statements of this Parent for the year ending December 31, 2000, which date shall be certified in writing to the Escrow Agreement Agent (the "Release Date"), ) less: (a) ------------ ---- any Escrow Shares ------------ ---- delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the CustodianEscrow Agent's business days ("Business Days") ------------- after the Release Date, Cambridge Parent ------------- and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to -------------- be released by the Custodian and Cambridge Escrow Agent (the "Released Escrow") ), including the number of --------------- Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge , Parent and --------------- the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow SharesShares as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge Escrow Agent shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate HoldersHolders as certified in writing to the Escrow Agent. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian Escrow Agent and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, on the date that is one (1) year after the first anniversary of the date of this Escrow Agreement Effective Time (the "“Release Date"), ”) less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Within ten (10) of the Custodian's Escrow Agent’s business days ("“Business Days"”) ------------- after the Release Date, Cambridge Parent and the Indemnification Representative shall deliver to the Custodian Escrow Agent a written notice (a "“Release Notice"”) setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge Escrow Agent (the "“Released Escrow") ”), including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "“Retained Escrow"”). Cambridge Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Escrow Agent shall be authorized to act in accordance with any Release Notice, and shall have no duty or obligation to determine whether the Retained Escrow, if any, is sufficient to pay any outstanding Contested Claims and/or Prevailing Party Awards, to the extent applicable. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow SharesShares as certified in writing to the Escrow Agent. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge Escrow Agent shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate HoldersHolders as set forth in Schedule A attached hereto. Schedule A shall be amended, as necessary, by Parent with the written consent of the Indemnification Representative. The Custodian Escrow Agent shall not be required to take such action until the Custodian Escrow Agent has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by ------------------------ the Custodian and Cambridge Parent as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary publication of Parent's audited financial results for the date of this Escrow Agreement year ended December 31, 1999 (the "Release ------- Date"), ) less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge Parent in ---- ---- satisfaction of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge Parent in accordance with Section 2.3(b) with respect to any then pending Contested Claims. Parent shall give written notice to the Indemnification Representative and the Custodian of the publication of Parent's audited financial results for the year ended December 31, 1999. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge Parent and ------------- the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be -------------- released by the Custodian and Cambridge Parent (the "Released Escrow") including the --------------- number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge ) --------------- Parent and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall be the Retained Escrow. The Released Escrow shall be released to the Holders in proportion to their respective interests in the Initial Escrow Shares. In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge Parent shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge Parent and the Indemnification Representative or, in the event Cambridge Parent and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Shares.

Release of Escrow Shares. The Escrow Shares shall be ------------------------ released by the Custodian and Cambridge as soon as practicable, taking into account the notices to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"), less: (a) ------------ ---- any Escrow Shares delivered to or deliverable to Cambridge The escrow established by this Agreement shall terminate on the Termination Date; provided, however, that this Agreement shall continue in satisfaction of Uncontested Claims or Contested Claims which have been settled by effect until the parties hereto, and (b) any resolution of the post-closing purchase price adjustments pursuant to Section 3.3 of the Merger Agreement and the resolution of all outstanding Claims as to which the Escrow Shares subject to delivery to Cambridge Agent has properly received a Certificate of Instruction in accordance with Section 2.3(b8(c) hereof on or prior to the Termination Date (the "Unresolved Claims"), and the escrow established hereby shall continue with respect to any then pending Contested Claims. Within ten (10) of Unresolved Claims until the Custodian's business days ("Business Days") ------------- after the Release DateUnresolved Claims have been resolved in accordance herewith; provided, Cambridge further, that this Agreement, and the Indemnification Representative escrow established hereby, shall deliver continue in effect until a Triggering Event has occurred to the Custodian extent that any shares of Parent Common Stock to be received upon the conversion of any shares of Series A Preferred Stock or Series B Preferred Stock then held in the Escrow Account are due and payable by any Stockholder to Parent upon such conversion as the result of Claims previously resolved. On the termination of this Escrow, each Stockholder shall be entitled to receive (i) any dividends or other distributions received and not previously distributed pursuant to Section 5, (ii) a written notice (a "Release Notice") setting forth certificate or certificates evidencing the -------------- remaining number of each Stockholder's Escrow Shares, if any, less that number of Escrow Shares to be released as shall represent (at the Parent Common Share Price) any amounts designated in Certificates of Instruction received by the Custodian and Cambridge (Escrow Agent prior to the "Released Escrow") including the number of Escrow Shares to be released to each ---------------- Holder and the number of Escrow Shares to be retained as provided in this Section 3.1 (the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort to agree on a reasonable portion of the Escrow Shares to retain for pending Contested Claims and Prevailing Party Awards and related expenses. Until such agreement is reached, or a determination is made Termination Date that have not been canceled in accordance with paragraph Sections 8(c)(iv), 8(c)(v) or 8(c)(vi), and (iii) each Stockholder's remaining executed stock transfer powers, if any; provided, however, that if any shares of Common Stock are then owed to Parent as the result of a previously resolved Claim but not released to Parent pursuant to the provisions of Section 2.3(c8(h), the remaining Escrow Shares Agent shall be continue to hold that number of shares of Series A Preferred Stock or Series B Preferred Stock that upon conversion will yield that number of shares of Parent Common Stock which are payable but not yet paid to Parent. At such time on or following the Retained Escrow. The Released Termination Date as all Certificates of Instruction received by the Escrow shall be released Agent prior to the Holders Termination Date have been canceled in proportion accordance with Sections 8(c)(iv), 8(c)(v) or 8(c)(vi), the Escrow Agent shall promptly deliver to their respective interests in each Stockholder the Initial Escrow Shares. In lieu of releasing any fractional certificate or certificates evidencing each Stockholder's remaining Escrow Shares, any fraction of a released Escrow Share that would otherwise be released if any, and this Agreement (other than Sections 3, 10, 11 and 12) shall be rounded to the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow Sharesautomatically terminate.

Release of Escrow Shares. The On the 9-month anniversary of the First Closing, provided the Second Closing has occurred, THC and the Purchaser shall instruct the Escrow Agent to release the remaining Escrow Shares to THC. If the Second Closing Date does not occur prior to the 9-month anniversary of the First Closing Date, THC and the Purchaser shall instruct the Escrow Agent to continue to hold Escrow Shares having a value of $500,000 (the “Second Closing Escrow Shares”) until the Second Closing occurs or is terminated pursuant to Section 5.3. In the event the Second Closing occurs after the 9-month anniversary of the First Closing and the Xxxxxxxxx Lease Assignment Condition has been satisfied, the Second Closing Escrow Shares shall be ------------------------ released to the Sellers. In the event the Second Closing does not occur and is terminated pursuant to Section 5.3 or the Second Closing occurs but the Xxxxxxxxx Lease Assignment Condition has not been satisfied by the Custodian and Cambridge as soon as practicablesuch time, taking into account the notices Sellers shall, without duplication of recovery pursuant to be delivered under this Section 3.1, after the first anniversary of the date of this Escrow Agreement (the "Release Date"4.1(b), less: (a) ------------ ---- any Escrow Shares delivered be liable to or deliverable to Cambridge Purchaser for liquidated damages in satisfaction the amount of Uncontested Claims or Contested Claims which have been settled by the parties hereto, and (b) any of the Escrow Shares subject to delivery to Cambridge in accordance with Section 2.3(b) with respect to any then pending Contested Claims$500,000. Within ten (10) of the Custodian's business days ("Business Days") ------------- after the Release Date, Cambridge and the Indemnification Representative shall deliver to the Custodian a written notice (a "Release Notice") setting forth the -------------- number of Escrow Shares to be released by the Custodian and Cambridge (the "Released Escrow") including the The number of Escrow Shares to be released to each ---------------- Holder and the Sellers on any date for the release of Escrow Shares provided for above shall be reduced by a number of Escrow Shares having an aggregate value equal to be retained the amount of any indemnity claim asserted by a Purchaser Indemnitee pursuant to this ARTICLE VI that has not been resolved as provided of such release date. Promptly, and in this Section 3.1 any event not later than three (3) Business Days, following the "Retained Escrow"). Cambridge and the Indemnification --------------- Representative shall make a good faith effort resolution of any indemnity claim with respect to agree which Escrow Shares are withheld on a reasonable release date, the Purchaser and THC shall instruct the Escrow Agent to release to THC the portion of the Escrow Shares that were withheld on the basis of such claim and that are not required to retain for be used to satisfy such claim (provided that if there are then other indemnity claims pending Contested Claims and Prevailing Party Awards and related expenses. Until against the Escrow Shares, such agreement is reached, or a determination is made in accordance with Section 2.3(c), the remaining Escrow Shares shall continue to be withheld to the Retained Escrow. The Released Escrow extent required to secure satisfaction of such other indemnity claims and shall be released in the same manner upon the resolution of such other indemnity claims, and provided further that, if the Second Closing Date does not occur prior to the Holders in proportion 9-month anniversary of the First Closing Date, notwithstanding the resolution of any such indemnity claim, the Escrow Agent shall continue to their respective interests in hold the Initial Second Closing Escrow SharesShares until the Second Closing occurs or is terminated pursuant to Section 5.3). In lieu of releasing any fractional Escrow Shares, any fraction of a Shares released Escrow Share that would otherwise be released to THC shall be rounded to allocated among the nearest whole Escrow Share. Within ten (10) Business Days after receipt of the Release Notice, Cambridge shall instruct the Custodian to deliver (by registered mail or overnight courier service) to each Holder evidence of ownership of the number of Escrow Shares Selling Shareholders in the names of the appropriate Holders. The Custodian shall not be required to take such action until the Custodian has received the Release Notice executed by Cambridge manner as THC may determine and the Indemnification Representative or, in the event Cambridge and the Indemnification Representative fail to execute and deliver a jointly approved Release Notice, a final award or decision which specifies the distribution of the Escrow SharesPurchaser shall have no liability therefor.