Extract to table

6(a) of the Purchase Agreement, the Parties agreed that (a) a portion of the Base Purchase Price equal to Twenty-Six Million Four Hundred Thousand Dollars ($26,400,000) (the "Indemnity Escrow Amount"), representing twelve percent (12%) of the Base Purchase Price, shall be withheld from the aggregate closing consideration otherwise payable to the Sellers and deposited into an indemnity escrow account to secure certain indemnification obligations of the Sellers under Article IX of the Purchase Agreement, and (b) an additional amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Earnout Escrow Reserve"), funded entirely by Buyer from its own funds and not deducted from the consideration payable to the Sellers, shall be deposited into a separate escrow sub-account to secure Buyer's obligation to make the contingent earnout payments contemplated by Section 2

8 of the Purchase Agreement in the event that the earnout milestones related to the FDA 510(k) clearance of the ArthroNav platform are achieved within the timeframes specified therein; WHEREAS, the total aggregate escrow deposits to be made at the closing of the transactions contemplated by the Purchase Agreement (the "Closing") equal Twenty-Eight Million Nine Hundred Thousand Dollars ($28,900,000), consisting of the Indemnity Escrow Amount of $26,400,000 plus the Earnout Escrow Reserve of $2,500,000; WHEREAS, the Parties desire to establish the terms, conditions, and procedures under which the Escrow Agent shall hold, invest, administer, and disburse the Escrow Funds (as defined below) in connection with the transactions contemplated by the Purchase Agreement and this Agreement; WHEREAS, the Escrow Agent is willing to accept appointment and to serve in such capacity upon the terms and conditions set forth herein; and WHEREAS, all capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement

All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement

In the event of any conflict between the definitions set forth in this Agreement and those in the Purchase Agreement, the definitions set forth in this Agreement shall control solely for purposes of interpreting and construing this Agreement

The Escrow Agent shall hold, invest, and disburse the Escrow Funds solely in accordance with the provisions of this Agreement

The Escrow Agent shall establish and maintain two (2) separate accounts (or sub-accounts) as follows: (a) The Indemnity Escrow Account (Account No