Unassociated Document


    

      Exhibit
        10.1

      


       

      Execution
        Copy



     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT,
      dated as
      of July 18, 2008 (this “Escrow Agreement”), is by and among iCAD,
      Inc.,
      a
      Delaware corporation (“iCAD”); 3TP
      LLC (“Seller”)
      and
      U.S. BANK NATIONAL ASSOCIATION, a
      national banking association, as Escrow Agent hereunder (“Escrow
      Agent”).

     

    BACKGROUND

     

    A.  iCAD
      and
      Seller have entered into an Asset Purchase Agreement (the “Underlying
      Agreement”), dated as of June 20, 2008, between iCAD and Seller, pursuant to
      which Seller
      has
      agreed to sell and iCAD has agreed to purchase substantially all of the assets
      of Seller. The Underlying Agreement provides that iCAD shall deposit the Escrow
      Shares (defined below) in a segregated escrow account to be held by Escrow
      Agent.

     

    B.  Escrow
      Agent has agreed to accept, hold, and disburse the Escrow Shares deposited
      with
      it in accordance with the terms of this Escrow Agreement.

     

    C.  In
      order
      to establish the escrow of the Escrow Shares and to effect the provisions of
      the
      Underlying Agreement, the parties hereto have entered into this Escrow
      Agreement.

     

    STATEMENT
      OF AGREEMENT

     

    NOW
      THEREFORE,
      for good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, for themselves, their successors and assigns,
      hereby agree as follows:

     

    1.    Definitions.
      The
      following terms shall have the designated meanings when used
      herein:

     

    (a)  “Business
      Day” shall mean any day on which banks are not required, or are authorized, to
      close in the City of New York, New York.

     

    (b)  “Claim”
      shall mean a claim for indemnification by iCAD pursuant to the Underlying
      Agreement.

     

    (c)  “Claim
      Amount” shall mean the amount designated by iCAD to be the amount (to the extent
      then known) of any Claim for which a Claim Notice has been delivered.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d)  “Claim
      Notice” shall mean a written notification signed by iCAD and delivered which
      shall specify the representation or agreement in the Underlying Agreement with
      respect to which a Claim is being made, the facts giving rise to and the alleged
      basis for such Claim, the Claim Amount of such Claim, the date of such Claim
      Notice, and the aggregate Claim Amounts of all Claims as to which Claim Notices
      have been delivered, and shall attach copies of all material written evidence
      of
      such Claim. Each Claim Notice also shall include a certification by iCAD that
      the Claim is being made pursuant to the Underlying Agreement and this Escrow
      Agreement.

     

    (e)  “Claim
      Response” shall mean a written notification, signed by Seller, which shall set
      forth whether or not Seller disputes any matter with respect to a Claim Notice
      or the Claim described therein.

     

    (f)  “Escrow
      Shares” shall mean the 271,740 shares of common stock, par value $0.01 per
      share, of iCAD deposited with Escrow Agent pursuant to Section
      3
      of this
      Agreement.

     

    (g)  “Joint
      Written Direction” shall mean a written direction executed by iCAD and Seller
      and directing Escrow Agent to disburse all or a portion of the Escrow Shares
      or
      to take or refrain from taking an action pursuant to this Escrow
      Agreement.

     

    2.    Appointment
      of and Acceptance by Escrow Agent.
      iCAD
      and Seller hereby appoint Escrow Agent to serve as escrow agent hereunder.
      Escrow Agent hereby accepts such appointment and, upon receipt of the Escrow
      Shares in accordance with Section
      3
      below,
      agrees to hold and disburse the Escrow Shares in accordance with this Escrow
      Agreement.

     

    3.    Commencement
      of Duties.
      iCAD,
      on the date hereof, simultaneously with the execution and delivery of this
      Escrow Agreement, shall deliver to the Escrow Agent the Escrow Shares.


     

    4.    Disbursements
      of Escrow Shares.
      The
      Escrow Shares shall be distributed by the Escrow Agent in accordance with the
      following:

     

    (a)  On
      or
      promptly after the six month anniversary of the date hereof, Escrow Agent shall
      disburse
      to iCAD 181,160 Escrow Shares less (A) any Escrow Shares previously distributed
      to iCAD pursuant to Section
      5
      of this
      Agreement and (B) such
      number of Escrow Shares with a value (as calculated in accordance with
Section
      4(c))
      equal
      to an amount sufficient to satisfy in full all Claim Amounts, if any, that
      have
      not been resolved at such time and any amount due under Section
      5
      hereof
      which has been determined but not yet distributed, if any.

     

    (b)  On
      or
      promptly after the one year anniversary of the date hereof, Escrow Agent shall:
      (A) retain such number of Escrow Shares with a value (as calculated in
      accordance with Section
      4(c))
      sufficient to satisfy in full all Claim Amounts, if any, that have not been
      resolved at such time and any amount due under Section
      5
      hereof
      which has been determined but not yet distributed; and (B) distribute, as
      promptly as practicable, the balance of the Escrow Shares to
      Seller.

     

    
      
        
        

      

      
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    (c)  The
      calculation for determining the number of Escrow Shares which shall be
      distributed at any time under this Agreement shall be the quotient of (A) the
      dollar amount of the amount to be indemnified or otherwise in question divided
      by (B) $2.76. 

     

    5.    Indemnification
      Claims.

     

    (a)  During
      the term of this Agreement, iCAD shall deliver each Claim Notice to Seller
      and
      Escrow Agent, such delivery to be in accordance with the notice provisions
      of
      this Escrow Agreement.

     

    (b)  Upon
      receipt of any Claim Notice, Escrow Agent shall promptly make entries or
      notations in the Escrow Account records relating to the Escrow Shares,
      indicating that Escrow Shares with a value (as calculated in accordance with
      Section
      4(c))
      in the
      amount of the Claim Amount are reserved to satisfy such Claim, and identifying
      the date and number of such Claim Notice.

     

    (c)  Within
      twenty (20) days of receipt by Seller of any Claim Notice, Seller shall deliver
      a Claim Response to iCAD and Escrow Agent, such delivery to be in accordance
      with the notice provisions of this Escrow Agreement. If, in connection with
      a
      Claim Notice, Seller fails to deliver a Claim Response by the end of the
      twentieth (20th) day following receipt by Seller of a Claim Notice, Escrow
      Agent
      shall distribute to iCAD out of the Escrow Account Escrow Shares with a value
      (as calculated in accordance with Section
      4(c))
      equal
      to the lesser of the Claim Amount or the number of Escrow Shares remaining
      in
      the Escrow Account. Any such distribution shall be made on or before the third
      (3rd) Business Day following the expiration of such twenty (20) day period.
      Escrow Agent shall continue to hold any Escrow Shares remaining in the Escrow
      Account following the distribution of any Escrow Shares pursuant to any Claim
      Notice in accordance with the terms of this Escrow Agreement.

     

    (d)  If
      Seller
      delivers a timely Claim Response with respect to all or any portion of a Claim
      Notice, Escrow Agent shall not disburse, and shall continue to hold in the
      Escrow Account, the Escrow Shares with a value (as calculated in accordance
      with
Section
      4(c))
      equal
      to the Claim Amount or the disputed portion thereof, as the case may be, pending
      receipt of either (i) a Joint Written Direction or (ii) a notice from either
      iCAD or Seller stating that such Claim Notice has been submitted to a court
      of
      competent jurisdiction for judgment and that a judgment with respect to such
      matters has been rendered (a “Judgment Notice”) which is accompanied by a copy
      of a final order of such court, pursuant to which such court has determined
      whether and to what extent iCAD is entitled to the amount requested in the
      Claim
      Notice. Upon receipt of a Joint Written Direction or a Judgment Notice, as
      applicable, Escrow Agent shall thereafter act in accordance with Section
      5(e),
      or
Section
      5(f)
      below,
      as applicable.

     

    (e)  Upon
      receipt by Escrow Agent of a Joint Written Direction, if such Joint Written
      Direction indicates that iCAD is entitled to a distribution of Escrow Shares
      in
      respect of all or any portion of the Claim Notice, then Escrow Agent shall
      release from the Escrow Account and distribute to iCAD the number of Escrow
      Shares with a value (as calculated in accordance with Section
      4(c))
      equal
      to the amount indicated in such Joint Written Direction (up to a maximum of
      the
      number of the Escrow Shares then remaining in the Escrow Account). Such
      distribution shall be made on or before the third (3rd) Business Day following
      the date on which such Joint Written Direction is received by Escrow Agent.
      If
      such Joint Written Direction indicates that iCAD is not entitled to all or
      any
      portion of the amount claimed in such Claim Notice (a “Discharge Notice”), then
      the Escrow Agent shall (i) distribute to iCAD that number of Escrow Shares,
      if
      any, with a value (as calculated in accordance with Section
      4(c))
      equal
      to the amount claimed in such Claim Notice that Escrow Agent is instructed
      to
      distribute to iCAD pursuant to such Joint Written Direction (as set forth in
      the
      foregoing sentence) and (ii) continue to hold Escrow Shares with a value (as
      calculated in accordance with Section
      4(c))
      equal
      to which iCAD was determined not to be entitled in accordance with the terms
      of
      the Joint Written Direction until such Escrow Shares are to be disbursed in
      accordance with the terms of this Escrow Agreement.

     

    
      
        
        

      

      
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    (f)  If
      Escrow
      Agent has received a Judgment Notice with respect to any Claim Notice, then
      Escrow Agent shall release from the Escrow Account and distribute to iCAD Escrow
      Shares with a value (as calculated in accordance with Section
      4(c))
      equal
      to the amount due iCAD, as explicitly set forth in such Judgment Notice (up
      to a
      maximum of the Escrow Shares then remaining in the Escrow Account). Such
      distribution will be made on or before the third (3rd) Business Day following
      the date on which Escrow Agent receives such Judgment Notice. If such Judgment
      Notice indicates that iCAD is not entitled to all or any portion of the Escrow
      Shares with a value (as calculated in accordance with Section
      4(c))
      equal
      to the amount claimed in the Claim Notice, then Escrow Agent shall continue
      to
      hold the Escrow Shares with a value (as calculated in accordance with
Section
      4(c))
      equal
      the amount to which iCAD was determined not to be entitled in accordance with
      the Judgment Notice until such Escrow Shares are to be disbursed in accordance
      with the terms of this Escrow Agreement.

     

    6.    Suspension
      of Performance; Disbursement Into Court.
      If, at
      any time, (i) there shall exist any dispute between iCAD and Seller with respect
      to the holding or disposition of all or any portion of the Escrow Shares or
      any
      other obligations of Escrow Agent hereunder, (ii) Escrow Agent is unable to
      determine, to Escrow Agent’s sole but reasonable satisfaction, the proper
      disposition of all or any portion of the Escrow Shares or Escrow Agent’s proper
      actions with respect to its obligations hereunder, or (iii) iCAD and Seller
      have
      not within thirty (30) days of the furnishing by Escrow Agent of a notice of
      resignation pursuant to Section
      7
      hereof,
      appointed a successor Escrow Agent to act hereunder, then Escrow Agent may,
      in
      its sole discretion, take either or both of the following actions:

     

    (a)  suspend
      the performance of any of its obligations (including without limitation any
      disbursement obligations) under this Escrow Agreement until such dispute or
      uncertainty shall be resolved to the sole but reasonable satisfaction of Escrow
      Agent or until a successor Escrow Agent shall have been appointed (as the case
      may be).

     

    
      
        
        

      

      
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    (b)  petition
      (by means of an interpleader action or any other appropriate method), at the
      joint and several expense of iCAD and Seller, any court of competent
      jurisdiction in any venue convenient to Escrow Agent, for instructions with
      respect to such dispute or uncertainty, and to the extent required or permitted
      by law, pay into such court, for holding and disposition in accordance with
      the
      instructions of such court, all Escrow Shares, after deduction and payment
      to
      Escrow Agent of all fees and expenses (including court costs and attorneys’ fees
      and expenses) payable to, incurred by, or expected to be incurred by Escrow
      Agent in connection with the performance of its duties and the exercise of
      its
      rights hereunder. 

     

    The
      Escrow Agent shall have no liability to Seller, iCAD, its shareholders or
      members or any other person with respect to any such suspension of performance
      or disbursement into court, specifically including any liability or claimed
      liability that may arise, or be alleged to have arisen, out of or as a result
      of
      any delay in the disbursement of the Escrow Shares or any delay in or with
      respect to any other action required or requested of Escrow Agent. 

     

    7.    Resignation
      of Escrow Agent.
      Escrow
      Agent may resign and be discharged from the performance of its duties hereunder
      at any time by giving thirty (30) days prior written notice to iCAD and Seller
      specifying a date when such resignation shall take effect. Upon any such notice
      of resignation, iCAD and Seller jointly shall appoint a successor Escrow Agent
      hereunder prior to the effective date of such resignation. The retiring Escrow
      Agent shall transmit all records pertaining to the Escrow Shares and shall
      deliver all Escrow Shares to the successor Escrow Agent, after making copies
      of
      such records as the retiring Escrow Agent deems advisable and after deduction
      and payment to the retiring Escrow Agent of all fees and expenses (including
      court costs and attorneys’ fees and expenses) payable to or incurred by the
      retiring Escrow Agent in connection with the performance of its duties and
      the
      exercise of its rights hereunder. After any retiring Escrow Agent’s resignation,
      the provisions of this Escrow Agreement shall inure to its benefit as to any
      actions taken or omitted to be taken by it while it was Escrow Agent under
      this
      Escrow Agreement. Any corporation or association into which the Escrow Agent
      may
      be merged or converted or with which it may be consolidated, or any corporation
      or association to which all or substantially all of the escrow business of
      the
      Escrow Agent’s corporate trust line of business may be transferred, shall be the
      Escrow Agent under this Escrow Agreement without further act.

     

    8.    Liability
      of Escrow Agent.
      The
      Escrow Agent undertakes to perform only such duties as are expressly set forth
      herein and no duties or obligations shall be implied. The Escrow Agent shall
      have no liability under and no duty to inquire as to the provisions of any
      agreement other than this Escrow Agreement. The Escrow Agent shall not be liable
      for any action taken or omitted by it in good faith except to the extent that
      a
      court of competent jurisdiction determines that the Escrow Agent’s gross
      negligence or willful misconduct was the cause of any loss to iCAD or Seller.
      Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement
      of the Escrow Shares in accordance with the terms of this Escrow Agreement.
      Escrow Agent shall not be charged with knowledge or notice of any fact or
      circumstance not specifically set forth herein. Escrow Agent may conclusively
      rely upon any notice, instruction, request or other instrument, not only as
      to
      its due execution, validity and effectiveness, but also as to the truth and
      accuracy of any information contained therein, which Escrow Agent shall
      reasonably believe to be genuine and to have been signed or presented by the
      person or parties purporting to sign the same. In no event shall Escrow Agent
      be
      liable for incidental, indirect, special, consequential or punitive damages
      (including, but not limited to lost profits), even if the Escrow Agent has
      been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action. Escrow Agent shall not be obligated to take any legal action or commence
      any proceeding in connection with the Escrow Shares, this Escrow Agreement
      or
      the Underlying Agreement, or to appear in, prosecute or defend any such legal
      action or proceeding. Escrow Agent may consult legal counsel selected by it
      in
      the event of any dispute or question as to the construction of any of the
      provisions hereof or of any other agreement or of its duties hereunder, or
      relating to any dispute involving any party hereto, and shall incur no liability
      and shall be fully indemnified from any liability whatsoever in acting in
      accordance with the opinion or instruction of such counsel. iCAD and Seller,
      jointly and severally, shall promptly pay, upon demand, the reasonable fees
      and
      expenses of any such counsel. Escrow Agent shall have no liability or
      responsibility to question or determine the accuracy or reasonableness of any
      Claim Amount.

     

    
      
        
        

      

      
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    The
      Escrow Agent is authorized, in its sole but reasonable discretion, to comply
      with orders issued or process entered by any court with respect to the Escrow
      Shares, without determination by the Escrow Agent of such court’s jurisdiction
      in the matter. If any portion of the Escrow Shares is at any time attached,
      garnished or levied upon under any court order, or in case the payment,
      assignment, transfer, conveyance or delivery of any such property shall be
      stayed or enjoined by any court order, or in case any order, judgment or decree
      shall be made or entered by any court affecting such property or any part
      thereof, then and in any such event, the Escrow Agent is authorized, in its
      sole
      discretion, to conclusively rely upon and comply with any such order, writ,
      judgment or decree which it is advised by legal counsel selected by it is
      binding upon it without the need for appeal or other action; and if the Escrow
      Agent complies with any such order, writ, judgment or decree, it shall not
      be
      liable to any of the parties hereto or to any other person or entity by reason
      of such compliance even though such order, writ, judgment or decree may be
      subsequently reversed, modified, annulled, set aside or vacated. 

     

    9.    Indemnification
      of Escrow Agent.
      From
      and at all times after the date of this Escrow Agreement, iCAD and Seller,
      jointly and severally, shall, to the fullest extent permitted by law, defend,
      indemnify and hold harmless Escrow Agent and each director, officer, employee,
      attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified
      Parties”) against any and all actions, claims (whether or not valid), losses,
      damages, liabilities, costs and expenses of any kind or nature whatsoever
      (including without limitation reasonable attorneys’ fees, costs and expenses)
      incurred by or asserted against any of the Indemnified Parties from and after
      the date hereof, whether direct, or indirect, as a result of or arising from
      or
      in any way relating to any claim, demand, suit, action or proceeding by any
      person, including without limitation iCAD or Seller, whether threatened or
      initiated, asserting a claim for any legal or equitable remedy against any
      person under any statute or regulation, including, but not limited to, any
      federal or state securities laws, or under any common law or equitable cause
      or
      otherwise, arising from or in connection with the performance or failure of
      performance of this Escrow Agreement or any transactions contemplated herein,
      whether or not any such Indemnified Party is a party to any such action,
      proceeding, suit or the target of any such inquiry or investigation;
provided,
      however,
      that no
      Indemnified Party shall have the right to be indemnified hereunder for any
      liability finally determined by a court of competent jurisdiction, subject
      to no
      further appeal, to have resulted from the gross negligence or willful misconduct
      of such Indemnified Party. Each Indemnified Party shall have the right to select
      and employ counsel with respect to any action or claim brought or asserted
      against it, and the reasonable fees and expenses of such counsel shall be paid
      upon demand by each of iCAD and Seller, jointly and severally. The obligations
      of iCAD and Seller under this Section
      9
      shall
      survive any termination of this Escrow Agreement and the resignation or removal
      of Escrow Agent. 

     

    
      
        
        

      

      
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    The
      parties agree that neither the payment by iCAD or Seller of any claim by Escrow
      Agent for indemnification hereunder nor the disbursement of any Escrow Shares
      to
      Escrow Agent from the in respect of a claim by Escrow Agent for indemnification
      shall impair, limit, modify, or affect, as between iCAD and Seller, the
      respective rights and obligations of iCAD, on the one hand, and Seller, on
      the
      other hand, under the Underlying Agreement.

     

    10.    Fees
      and Expenses of Escrow Agent.
      iCAD
      and Seller shall compensate Escrow Agent for its services hereunder in
      accordance with Schedule
      A
      attached
      hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable
      out-of-pocket expenses, including attorneys’ fees and expenses, travel expenses,
      telephone and facsimile transmission costs, postage (including express mail
      and
      overnight delivery charges), copying charges and the like. The additional
      provisions and information set forth on Schedule
      A
      are
      hereby incorporated by this reference, and form a part of this Escrow Agreement.
      The compensation and reimbursement obligations set forth in this Section
      10
      shall be
      payable by iCAD and Seller, jointly and severally upon demand by Escrow Agent.
      The obligations of iCAD and Seller under this Section
      10
      shall
      survive any termination of this Escrow Agreement and the resignation or removal
      of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself
      from
      the Escrow Shares, from time to time, Escrow Shares equal to the value (as
      calculated in accordance with Section
      4(c))
      of any
      compensation and reimbursement of out-of-pocket expenses due and payable
      hereunder (including any amount to which Escrow Agent or any Indemnified Party
      is entitled to seek indemnification pursuant to Section
      9
      hereof).
      Escrow Agent shall notify iCAD and Seller of any disbursement from the Escrow
      Shares to itself or any Indemnified Party in respect of any compensation or
      reimbursement hereunder and shall furnish to iCAD and Seller copies of all
      related invoices and other statements. Seller and iCAD hereby grant to Escrow
      Agent and the Indemnified Parties a security interest in and lien upon the
      Escrow Shares to secure all obligations with respect to the right to offset
      the
      amount of any compensation or reimbursement due any of them hereunder (including
      any claim for indemnification pursuant to Section
      9
      hereof)
      against the Escrow Shares. If for any reason the value (as calculated in
      accordance with Section
      4(c))
      of the
      Escrow Shares are insufficient to cover such compensation and reimbursement,
      iCAD and Seller shall promptly pay, on a joint and several basis, such amounts
      to Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.
      

     

    
      
        
        

      

      
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    11.    Representations
      and Warranties.
      Each of
      iCAD and Seller respectively makes the following representations and warranties
      to Escrow Agent:

     

    (a)  As
      applicable, it is duly organized, validly existing, and in good standing under
      the laws of the state of its incorporation or organization, and has full power
      and authority to execute and deliver this Escrow Agreement and to perform its
      obligations hereunder.

     

    (b)  This
      Escrow Agreement has been duly approved by all necessary action, including
      any
      necessary shareholder or membership approval, has been executed by its duly
      authorized officers, and constitutes its valid and binding agreement enforceable
      in accordance with its terms.

     

    (c)  As
      applicable, the execution, delivery, and performance of this Escrow Agreement
      is
      in accordance with the Underlying Agreement and will not violate, conflict
      with,
      or cause a default under its articles of incorporation, certificate of
      formation, articles of organization, bylaws, limited liability company
      agreement, management agreement or other organizational document, as applicable,
      any applicable law or regulation, any court order or administrative ruling
      or
      decree to which it is a party or any of its property is subject, or any
      agreement, contract, indenture, or other binding arrangement, including without
      limitation the Underlying Agreement, to which it is a party or any of its
      property is subject.

     

    (d)  No
      party
      other than the parties hereto has, or shall have, any lien, claim or security
      interest in the Escrow Shares or any part thereof. No financing statement under
      the Uniform Commercial Code is on file in any jurisdiction claiming a security
      interest in or describing (whether specifically or generally) the Escrow Shares
      or any part thereof.

     

    (e)  All
      of
      its representations and warranties contained herein are true and complete as
      of
      the date hereof and will be true and complete at the time of any disbursement
      of
      the Escrow Shares.

     

    12.    Identifying
      Information.
      iCAD
      and Seller acknowledge that a portion of the identifying information set forth
      on Schedule
      A
      is being
      requested by the Escrow Agent in connection with the USA Patriot Act,
      Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism
      and money laundering activities, federal law requires all financial institutions
      to obtain, verify, and record information that identifies each person who opens
      an account. For a non-individual person such as a business entity, a charity,
      a
      trust, or other legal entity, the Escrow Agent may ask for documentation to
      verify its formation and existence as a legal entity. The Escrow Agent may
      also
      ask to see financial statements, licenses, identification and authorization
      documents from individuals claiming authority to represent the entity or other
      relevant documentation. iCAD and Seller agree to provide any additional
      information requested by the Escrow Agent in connection with the Act or any
      similar legislation or regulation to which Escrow Agent is subject, in a timely
      manner. iCAD and Seller each represent that all identifying information set
      forth on Schedule
      A,
      including without limitation its Taxpayer Identification Number assigned by
      the
      Internal Revenue Service or any other taxing authority, is true and complete
      on
      the date hereof and will be true and complete at the time of any disbursement
      of
      the Escrow Shares.

     

    
      
        
        

      

      
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    13.    Consent
      to Jurisdiction and Venue; Waiver of Jury Trial.
      In the
      event that any party hereto commences a lawsuit or other proceeding relating
      to
      or arising from this Escrow Agreement, the parties hereto agree that the
      Southern District of New York shall have the sole and exclusive jurisdiction
      over any such proceeding. If such court lacks federal subject matter
      jurisdiction, the parties agree that the any state court within New York County,
      City of New York, New York shall have sole and exclusive jurisdiction. Any
      of
      these courts shall be proper venue for any such lawsuit or judicial proceeding
      and the parties hereto waive any objection to such venue. The parties hereto
      consent to and agree to submit to the jurisdiction of any of the courts
      specified herein and agree to accept service of process to vest personal
      jurisdiction over them in any of these courts. THE PARTIES HERETO HEREBY WAIVE
      A
      TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN
      THEM OR THEIR SUCCESSORS OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS ESCROW
      AGREEMENT OR ANY OF ITS PROVISIONS OR ANY NEGOTIATIONS IN CONNECTION
      HEREWITH.

     

    14.    Notice.
      All
      notices, approvals, consents, requests, and other communications hereunder
      shall
      be in writing (including facsimile) and shall be deemed to have been given
      when
      actually received if delivered personally, sent by registered mail, return
      receipt requested, postage prepaid to, or if sent by facsimile to, the address
      or facsimile number set forth on Schedule A
      hereto,
      or to such other address as each party may designate for itself by like
      notice.

     

    15.    Amendment
      or Waiver.
      This
      Escrow Agreement may be changed, waived, discharged or terminated only by a
      writing signed by iCAD and Seller and Escrow Agent. No delay or omission by
      any
      party in exercising any right with respect hereto shall operate as a waiver.
      A
      waiver on any one occasion shall not be construed as a bar to, or waiver of,
      any
      right or remedy on any future occasion.

     

    16.    Severability.
      To the
      extent any provision of this Escrow Agreement is prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such provision
      or the remaining provisions of this Escrow Agreement.

     

    17.    Governing
      Law.
      This
      Escrow Agreement shall be construed and interpreted in accordance with the
      internal laws of the State of New York without giving effect to the conflict
      of
      laws principles thereof. 

     

    18.    Entire
      Agreement.
      This
      Escrow Agreement and the Underlying Agreement constitute the entire agreement
      between the parties relating to the holding, investment and disbursement of
      the
      Escrow Shares and sets forth in their entirety the obligations and duties of
      Escrow Agent with respect to the Escrow Shares.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    19.    Binding
      Effect.
      All of
      the terms of this Escrow Agreement, as amended from time to time, shall be
      binding upon, inure to the benefit of and be enforceable by the respective
      successors and assigns of iCAD, Seller and Escrow Agent. 

     

    20.    Execution
      in Counterparts.
      This
      Escrow Agreement and any Joint Written Direction may be executed in two or
      more
      counterparts, which when so executed shall constitute one and the same agreement
      or direction.

     

    21.    Termination.
      Upon
      the disbursement of all Escrow Shares pursuant to Joint Written Direction or
      the
      disbursement of all the Escrow Shares into court pursuant to Section
      5
      or
Section 7
      hereof,
      this Escrow Agreement shall terminate and Escrow Agent shall have no further
      obligation or liability whatsoever with respect to this Escrow Agreement or
      the
      Escrow Shares.

     

    22.    Dealings.
      The
      Escrow Agent and any stockholder, director, member, manager, officer or employee
      of the Escrow Agent may buy, sell, and deal in any of the securities of iCAD
      or
      Seller and become pecuniarily interested in any transaction in which iCAD or
      Seller may be interested, and contract and lend money to iCAD or Seller and
      otherwise act as fully and freely as though it were not Escrow Agent under
      this
      Agreement. Nothing herein shall preclude the Escrow Agent from acting in any
      other capacity for iCAD or Seller or for any other entity.

     

    23.    Certain
      Tax Matters.
      Each
      of
      iCAD and Seller agree to provide the Escrow Agent with such information as
      the
      Escrow Agent may reasonably request in order for it to comply with any
      information reporting and withholding obligations imposed by applicable laws
      or
      regulations, if any. Except to the extent otherwise required pursuant to a
      “determination” (within the meaning of Section 1313(a) of the Internal Revenue
      Code of 1986, as amended), the parties hereto will treat iCAD as owning the
      Escrow Shares for U.S. federal income tax purposes.

     

    24.    Force
      Majeure.
      The
      Escrow Agent shall not be responsible for delays or failures in performance
      resulting from acts beyond its control, such as (but not limited to) acts of
      God, riots, wars, strikes, epidemics, governmental regulations
      superimposed after the fact, fire, communication line failures, computer
      viruses, power failures, earthquakes or other disasters.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY BLANK]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be
      executed as of the date first above written.

     

    


    
      	 	iCAD,
              INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	
              /s/
                Kenneth Ferry

            	 
	 	Title:	
               CEO

            	 
	 	 	 	 
	 	 	 	 
	 	3TP LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	
              /s/
                Raymond E. Joslin

            	 
	 	Title:	
              Chief
                Executive Officer

            	 
	 	 	 	 
	 	 	 	 
	 	U.S. BANK NATIONAL
              ASSOCIATION,	 
	 	as Escrow
              Agent	 
	 	 	 	 
	 	By:	
              /s/
                Thomas Tabor

            	 
	 	Title:	
              Vice
                President

            	 
	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    
      	1.	
              Escrow
                Shares.

            


    

     

    Escrow
      Shares:   271,740   

     

    


     

    
      	2.	
              Escrow
                Agent Fees.

            


    

     

    
      	Acceptance
              Fee:	$	 
	Annual
              Escrow Fee:	$	5,000
	Out-of-Pocket
              Expenses:	$	 
	Transactional
              Costs:	$	 
	Other
              Fees/Attorney, etc.:	$	 
	
              TOTAL

            	$	 


    

       

    The
      Acceptance Fee and the Annual Escrow Fee are payable upon execution of the
      escrow documents. In the event the escrow is not funded, the Acceptance Fee
      and
      all related expenses, including attorneys’ fees and expenses, remain due and
      payable, and if paid, will not be refunded. Annual fees cover a full year in
      advance, or any part thereof, and thus are not pro-rated in the year of
      termination.

     

    The
      fees
      quoted in this schedule apply to services ordinarily rendered in the
      administration of an Escrow Account and are subject to reasonable adjustment
      based on final review of documents, or when the Escrow Agent is called upon
      to
      undertake unusual duties or responsibilities, or as changes in law, procedures,
      or the cost of doing business demand. Services in addition to and not
      contemplated in this Agreement, including, but not limited to, document
      amendments and revisions, non-standard cash and/or investment transactions,
      calculations, notices and reports, and legal fees and expenses, will be billed
      as extraordinary expenses.

     

    Unless
      otherwise indicated, the above fees relate to the establishment of one escrow
      account. Additional sub-accounts governed by the same Escrow Agreement may
      incur
      an additional charge. Transaction costs include charges for wire transfers,
      checks, internal transfers and securities transactions.

     

    
      	
              3.

            	
              Taxpayer
                Identification Numbers.

            


    

     

    iCAD:  02-0377419

     

    Seller:  03-0413446

     

    
      	
              4.

            	
              [Reserved.]

            


    

     

    
      	
              5.

            	
              [Reserved.]

            


    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    


     

    
      	6.	
              Notice
                Addresses.

            


    

     

    If
      to
      iCAD at:   

     

    iCAD,
      Inc.

    98
      Spit
      Brook Road, Suite 100

    Nashua,
      New Hampshire 03062 

    Attention:
      Kenneth Ferry, President and Chief Executive Officer

    Facsimile:
      (603) 880-3843

     

    With
      a
      required copy to:

     

    Blank
      Rome LLP

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attention:
      Robert J. Mittman, Esq.

    Facsimile:
      (212) 885-5001

    If
      to
      Seller at:  

    


    3TP
      LLC

    5
      Cowdray
      Park Drive

    Greenwich,
      Connecticut 06831

    Facsimile:
      (212) 779-9928

     

    


    With
      a
      required copy to:

    


    Eaton
      & Van Winkle LLP

    3
      Park
      Avenue

    New
      York,
      New York 10016

    Attention:
      Vincent J. McGill, Esq.

    


    


    If
      to the
      Escrow

    
      	Agent
              at:	
              U.S.
                Bank National Association, as Escrow
                Agent

            


    

    100
      Wall
      Street, 16th
      floor

    New
      York,
      NY 10005

    ATTENTION:
      Corporate Trust Services

    Facsimile:
      212-809-5459

     

    
      
        
        

      

      
        A-2