Exhibit 10.1





Exhibit 10.1




ESCROW AGREEMENT




This ESCROW AGREEMENT (“Escrow Agreement”) is made and entered into as of the 22nd day
of July, 2009 by and among LSI ACQUISITION INC., an Ohio corporation (“LSI”), KEVIN A.
KELLY, CRAIG A. MILLER and DAVID T. FEENEY (each a “Shareholder” and collectively, the
“Shareholders”) and U.S. BANK, NATIONAL ASSOCIATION, as escrow agent (the “Escrow
Agent”). Capitalized terms not otherwise defined herein shall have the meanings assigned such
terms in the Purchase Agreement (as defined below).



BACKGROUND




WHEREAS, pursuant to the terms of a Purchase and Sale Agreement (the “Purchase
Agreement”) dated as of even date herewith LSI purchased substantially all of the assets of ADL
Technology Inc., an Ohio corporation, and ADL Engineering Inc., an Ohio corporation (collectively,
the “Companies”) in exchange for cash and LSI Common Shares;



WHEREAS, promptly upon closing of the transactions contemplated by the Purchase Agreement, the
Companies have distributed to the Shareholders the Escrow Shares with each Shareholder receiving a
proportional amount of such LSI Common Shares, which percentage interest is set forth on
Exhibit A attached hereto (each a “Percentage Interest” and collectively, the
“Percentage Interests”); and



WHEREAS, under the terms of the Purchase Agreement, LSI, the Companies and the Shareholders
agreed that One Million Three Hundred Seventy-Two Thousand Sixty-Two (1,372,062) LSI Common Shares
(the “Escrow Shares”) issued to the Shareholders pursuant to the Purchase Agreement shall
be held in escrow pursuant to the terms of this Escrow Agreement, to be released, subject to the
terms of this Escrow Agreement, on or before the second anniversary of the date of this Escrow
Agreement (the “Termination Date”), and to serve, in the interim, as security to LSI for
the obligations of the Shareholders and the Companies under the Purchase Agreement.



NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and
valuable consideration, the parties hereto agree as follows:



1. Designation and Delivery. LSI and Shareholders hereby designate U.S. Bank,
National Association, as “Escrow Agent” under this Escrow Agreement. LSI and the Shareholders have
delivered to the Escrow Agent a copy of the Purchase Agreement, which agreement is attached hereto
as Exhibit B. LSI, in accordance with the terms of Sections 2.5(b) and 2.5(c) of the
Purchase Agreement, hereby delivers to the Escrow Agent certificates in the name of each
Shareholder evidencing the Escrow Shares (the “Deposit”). Each Shareholder hereby delivers
to the Escrow Agent duly executed stock powers (the “Stock Transfer Powers”) of such
Shareholder covering his portion of the Escrow Shares, as determined by such Shareholder’s
Percentage Interest as set forth on Exhibit A. The parties hereto agree that, for the
purposes of this Escrow Agreement, the Shareholders shall be deemed to be acting as one person and
that any consent required to be given by the Shareholders or act taken by or on behalf of the
Shareholders shall only be effective if given or taken by all three Shareholders. The distribution
of any or all of the Escrow Shares to the Shareholders or to LSI shall be made from the Escrow
Shares registered in the name of the respective
Shareholders on a pro rata basis, based on the respective Percentage Interests of each such
Shareholder.


 


 









 





2. Cash Portion of Escrow Fund. The Escrow Agent shall cause all stock dividends,
distributions in the form of securities (including shares distributed in a stock split), proceeds
from any sale or liquidation, or other income (excluding cash dividends paid or payable) earned on
or with respect to the Escrow Shares and received by the Escrow Agent, to be added to the Deposit.
Such deposited dividends, distributions, proceeds or other income (excluding cash dividends),
together with the Deposit, shall constitute the “Escrow Fund” to be distributed as provided
in Section 7 hereof. Notwithstanding the foregoing, any and all cash dividends earned on or with
respect to the Escrow Shares and received by the Escrow Agent shall be paid promptly to the
Shareholders in accordance with their Percentage Interests and shall not become part of the Escrow
Fund in accordance with their respective Percentage Interests; provided however, that after the
receipt by the Escrow Agent of a Notice of Claim, all cash dividends earned on or with respect to
those Escrow Shares that would be required to satisfy the indemnity claim set forth in such Notice
of Claim, if the same were to be resolved in favor of LSI, shall be added to the Deposit to provide
further security to LSI until resolution of such Notice of Claim (at which time such cash dividends
shall be released to the Shareholders from the Escrow Fund to the extent not required to satisfy
the indemnity claim represented by the Notice of Claim). Upon written request of the Shareholders,
the Escrow Agent shall sell all or a portion of the Escrow Shares pursuant to instructions
providing the number of Escrow Shares to be sold and any other conditions applicable to the sale of
such Escrow Shares; provided that the Escrow Agent shall have received from counsel to the
Shareholders a legal opinion providing that such sale is registered or exempt from registration
under applicable securities laws. The proceeds of such sale shall become part of the Escrow Fund
to be distributed as provided in Section 7 hereof. The Escrow Agent will invest the cash portions
of the Escrow Fund that are not distributed pursuant to the terms of this Escrow Agreement in money
market funds rated AAA or better which are authorized to invest in short term securities issued, or
guaranteed as to principal and interest, by the U.S. Government and repurchase agreements with
respect to such securities (including any money market fund managed by the Escrow Agent and any of
its affiliates) (collectively, the “Permitted Investments”) as directed by the Shareholders
in writing.



3. Escrow Agent as Custodian; Expenses. The Escrow Agent, for all purposes of this
Escrow Agreement, shall be treated as and considered legally a custodian. Except as otherwise
provided herein and in the Purchase Agreement, each Shareholder shall retain all of his rights as a
stockholder of LSI while the Escrow Shares are held in escrow hereunder, including the right to
vote such Escrow Shares. The Escrow Agent shall be entitled to rely conclusively upon all written
notices provided pursuant to Section 7 and may assume the genuineness of all signatures and
documents and the authority of all signatories. Except for its obligation to keep the Escrow Fund
safely in its custody (subject to the terms and provisions of this Escrow Agreement), the Escrow
Agent shall have no liability except for gross negligence or willful misconduct in the performance
of its duties under this Escrow Agreement for any action taken (or omission) in good faith.


 


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4. Escrow Account Statements. The Escrow Agent is hereby authorized to execute
purchases and sales of Permitted Investments through the facilities of its own trading or capital
markets operations or those of any affiliated entity. The Escrow Agent shall send statements to
LSI and the Shareholders on a monthly basis reflecting activity in the Escrow Fund for the
preceding
month. In doing so, the Escrow Agent may provide a statement containing information regarding
any deposits and disbursements and a separate statement reflecting the investment detail, including
the balance, purchases, sales, and interest postings. However, absent a specific request by either
LSI or the Shareholders to the contrary, no statement need be rendered pursuant to this Escrow
Agreement if no activity occurred for such month. LSI and the Shareholders each acknowledge and
agree that the delivery of the escrowed property is subject to the sale and final settlement of
investments described herein. Proceeds of a sale of investments will be delivered on the business
day on which the appropriate instructions are delivered to the Escrow Agent if received prior to
the deadline for same day sale of such investments. If such instructions are received after the
applicable deadline, proceeds will be delivered on the next succeeding business day.



The Shareholders and LSI acknowledge that regulations of the Comptroller of the Currency grant
them the right to receive brokerage confirmations of security transactions as they occur. They
specifically waive such notification to the extent permitted by law and knowledge that they will
receive periodic cash transaction statements, which will detail all investment transactions.



5. Compensation of the Escrow Agent. The Escrow Agent shall be entitled to reasonable
fees and reimbursement for reasonable expenses including, but not by way of limitation, the
reasonable fees and costs of attorneys or agents which it may find necessary to engage in
performance of its duties hereunder, in accordance with the fee schedule attached hereto as
Exhibit C; provided, however, the Escrow Agent shall to the extent practicable give
reasonable prior written notice to Shareholders and LSI of its intention to engage counsel. Such
fees and expenses shall, to the extent required to be paid at the Closing, be paid at the Closing,
and any remaining amounts shall be invoiced on an annual basis and in each case shall be paid one
half by LSI and one half by the Shareholders. The Escrow Agent shall have, and is hereby granted,
a prior lien upon any property, cash or assets of the Escrow Fund, with respect to its unpaid fees
and nonreimbursed expenses, superior to the interests of any other persons or entities, and shall
be entitled and is hereby granted the right to set off and deduct any unpaid fees and/or
nonreimbursed expenses from amounts on deposit in the Escrow Fund. To the extent that the Escrow
Agent exercises such right of set off and deducts a portion of the Escrow Fund to pay its fees and
expenses under this Section 5, and to the extent that such deduction results from a failure by LSI
to timely pay one-half of such fees and expenses to the Escrow Agent as required hereunder, LSI
shall promptly reimburse the Shareholders in cash for the full amount of such set off and deduction
that was attributable to LSI’s failure to pay.




6. Resignation; Disagreements.




(a) The Escrow Agent may resign from all further duties and liabilities hereunder as
escrow agent by giving to the Shareholders and LSI written notice of such resignation at
least sixty (60) days prior to the effective date thereof, or such shorter notice as the
Shareholders and LSI may accept as sufficient. The Shareholders and LSI shall have the
power by mutual agreement at any time to remove the Escrow Agent and to appoint a new escrow
agent. In the event of the Escrow Agent’s resignation or removal as aforesaid, the
Shareholders and LSI may (by mutual agreement) appoint a new escrow agent to serve as Escrow
Agent hereunder, and, failing such appointment, the retiring escrow agent may apply to any
court of competent jurisdiction in the State of Ohio for the appointment of a new escrow
agent to serve as Escrow Agent hereunder. Upon the appointment of a new escrow
agent and such new escrow agent’s acceptance as Escrow Agent hereunder, the Escrow
Agent shall transfer the Escrow Fund to such new escrow agent serving as Escrow Agent
hereunder.


 


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(b) In the event of any disagreement between the other parties hereto resulting in
adverse claims or demands being made in connection with the Escrow Fund or in the event that
Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent shall
be entitled to (i) interplead all of the assets held hereunder into a court of competent
jurisdiction, and thereafter be fully relieved from any and all liability or obligation with
respect to such interpleaded assets or (ii) retain the Escrow Fund until the Escrow Agent
shall have received (A) a final non-appealable order of a court of competent jurisdiction
directing delivery of the Escrow Fund, or (B) a written agreement executed by both
Shareholders and LSI hereto directing delivery of the Escrow Fund, in which event the Escrow
Agent shall disburse the Escrow Fund in accordance with such order or agreement. Any court
order shall be accompanied by a legal opinion by counsel for the party or parties seeking
distribution of the Escrow Fund reasonably satisfactory to Escrow Agent to the effect that
the order is final and non-appealable. The Escrow Agent shall act on such court order and
legal opinion without further question or delay.




7. Termination and Distribution of Escrow Fund.




(a) Except as set forth in Section 7(d) and in Section 8, this Escrow Agreement shall
terminate upon the earlier of (i) the Termination Date or (ii) the date upon which the
Escrow Agent shall have distributed or released all of the Escrow Fund as provided herein.




(b) If, on or prior to the Termination Date, LSI has not delivered to the Escrow Agent
and the Shareholders a Notice of Claim (as defined in Section 7(f) below) with respect to
the Escrow Fund, the Escrow Fund shall be promptly released and delivered in its entirety to
the Shareholders by the Escrow Agent, it being agreed that to the extent the Escrow Fund
includes LSI Common Shares such release and delivery shall be accompanied by the return to
each Shareholder of such Shareholder’s original stock certificates for LSI Common Shares
registered in such Shareholder’s name and, in the case of any other property held by the
Escrow Agent in the Escrow Fund, the distribution shall be made to each Shareholder in
accordance with his Percentage Interest.




(c) If, on or prior to the Termination Date, LSI has delivered a Notice of Claim to the
Escrow Agent and the Shareholders, and the Shareholders have not disputed such Notice of
Claim in a writing addressed to the Escrow Agent and LSI within fifteen (15) business days
after receipt, the amount of the indemnity claim specified in the Notice of Claim shall
promptly be released and delivered to LSI by the Escrow Agent. For purposes of determining
the number of Escrow Shares to be released to LSI pursuant to this Section 7(c) in
satisfaction of indemnity claims and the amount received by LSI in satisfaction of the
indemnity claims, the value of the Escrow Shares shall be based upon the average of the
closing sale price of LSI’s common stock as reported on the NASDAQ National Market System
(or such other market where LSI Common Shares may then be traded) for the five (5) trading
days immediately preceding the second trading day immediately preceding the date
on which the Escrow Shares (or portion thereof) are released. The balance of the
Escrow Fund not so released shall continue to be held in escrow by the Escrow Agent pursuant
to the terms of this Escrow Agreement.


 


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(d) If, on or prior to the Termination Date, LSI has delivered a Notice of Claim to the
Shareholders and the Escrow Agent and the Shareholders have disputed the Notice of Claim in
a writing delivered to the Escrow Agent and LSI within fifteen (15) business days after
receipt, the Escrow Agent shall retain that portion of the Escrow Fund equal to the amount
of the indemnity claim specified in the Notice of Claim until the dispute is resolved by a
final, binding and non-appealable order of a court of competent jurisdiction or by agreement
between LSI and the Shareholders, even if the resolution of the dispute occurs after the
Termination Date, and shall distribute the portion so retained either pursuant to joint
written instructions from LSI and the Shareholders or pursuant to such court order. For
purposes of determining the number of Escrow Shares to be retained under this Section 7(d)
and Section 7(e) by the Escrow Agent upon receipt of a Notice of Claim, the value of the
Escrow Shares shall be based upon the average of the closing sale price of LSI’s common
stock as reported on the NASDAQ National Market System (or other applicable market) for the
five (5) trading days immediately preceding the second trading day immediately preceding the
date on which the Escrow Agent receives notice from the Shareholders that the Notice of
Claim is being disputed.




(e) At 5:00 pm Eastern Time on January 22, 2011 or, if such day is not a Business Day
at 5:00 pm Eastern Time on the next Business Day thereafter (the “Interim Release
Date”), the Escrow Agent shall release Six Hundred Eighty Six Thousand Thirty One
(686,031) Escrow Shares (the “Interim Release Shares”) to the Shareholders in
accordance with their Percentage Interests; provided, however, that if a Notice of Claim has
been delivered to the Escrow Agent by LSI prior to the Interim Release Date, the Escrow
Agent shall release all of the Interim Release Shares less the number of Escrow
Shares having a value (as determined in accordance with Section 7(c)) as of the Interim
Release Date equal to the amount of the indemnity claim specified in the Notice of Claim or,
if the Notice of Claim was disputed and later resolved for a lesser value, then less the
number of Escrow Shares having such lesser value as determined in accordance with Section
7(c) as of the Interim Release Date. If a dispute exists with respect to an indemnification
claim referred to in a Notice of Claim delivered prior to the Interim Release Date, once the
dispute is resolved by a final, binding and non-appealable order of a court of competent
jurisdiction or by agreement between LSI and the Shareholders, the Escrow Agent shall
promptly distribute to the Shareholders the portion of the Escrow Fund equal to the lesser
of: (i) the amount of indemnity claim specified in the disputed Notice of Claim less the
amount which is finally determined as due and owing to LSI (which amount shall be released
to LSI by the Escrow Agent), or (ii) the Interim Release Shares.




(f) For purposes of this Escrow Agreement, a “Notice of Claim” is a written
notice by LSI to the Escrow Agent, with copies thereof to each Shareholder, (i) stating that
LSI is asserting a claim for indemnification in respect of the Escrow Fund against the
Shareholders pursuant to the indemnification provisions contained in the Purchase Agreement,
(ii) containing a reasonably detailed description of the nature and basis of all
such claims, and (iii) setting forth in reasonable detail and with reasonable
specificity LSI’s estimate of the amount of monetary damages reasonably expected to be
incurred in conjunction with such claims for which indemnification is available to LSI under
the Purchase Agreement (taking into consideration, among other limitations, to the extent
applicable, the effect of the Threshold and the Indemnification Cap).


 


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(g) Any release or disbursement of Escrow Shares in accordance with this Section 7
shall be made by delivering the original share certificates representing such Escrow Shares
to the designated party or parties. In the event of disbursement to LSI, the Escrow Agent
shall also deliver to LSI appropriate Stock Transfer Powers, each completed with the amount
of Escrow Shares being disbursed to LSI by each Shareholder in accordance with his
Percentage Interests. Upon receipt thereof, LSI shall deliver to the Escrow Agent, as soon
as practicable thereafter, new share certificates relating to the balance of Escrow Shares
remaining in the hands of the Escrow Agent with respect to each Shareholder in accordance
with his Percentage Interests. Each Shareholder hereby appoints the Escrow Agent as such
Shareholder’s attorney-in-fact to act, in the name, place and stead of such Shareholder, to
(i) execute and complete additional Stock Transfer Powers, (ii) to take any actions or
exercising any rights, powers or privileges that such Shareholder is entitled or required to
take or exercise under the terms of any of provisions of this Escrow Agreement and (iii) to
do or cause to be done any or all things necessary or, in the determination of the Escrow
Agent, desirable to observe or perform the terms, conditions, covenants and agreements to be
observed or performed by the Shareholders to transfer their respective rights, title and
interests in and to LSI Common Shares held in escrow in accordance with this Escrow
Agreement. Notwithstanding anything to the contrary in this Escrow Agreement, a
disbursement of any Escrow Shares to LSI shall, if accompanied by delivery of the original
share certificates, be valid and shall have full force and effect even in the absence of
delivery of Stock Transfer Powers to LSI. Any disbursement of Escrow Shares to LSI shall be
deemed to be a redemption of such Escrow Shares.




(h) If LSI at any time or from time to time effects a stock-split, reclassification,
reorganization, reverse reclassification, or other change in the number of outstanding
number of LSI Common Shares into a larger or smaller number of shares, the number of Escrow
Shares to be released pursuant to Section 7 shall be proportionately adjusted.



8. Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement
shall be entirely administrative and, except for a breach of its obligation to keep the Escrow Fund
safely in its custody (subject, however, to the terms and conditions of this Agreement), the Escrow
Agent shall not be liable to any third party as a result of any action or omission taken or made by
it in performing its duties hereunder, if taken in good faith, except for gross negligence, willful
misconduct or fraud. LSI, on one hand, and the Shareholders, on the other hand, shall severally
(each being responsible for 50% of the indemnity amount claimed by the Escrow Agent) indemnify,
defend and hold harmless the Escrow Agent from and against and reimburse the Escrow Agent for any
and all liability, costs and expenses the Escrow Agent may suffer or incur by reason of its
execution and performance of this Agreement except to the extent caused by or arising out of the
Escrow Agent’s gross negligence, willful misconduct or fraud or except for a failure to comply with
its obligation to keep the Escrow Fund in its custody (subject, however, to the terms and
conditions
of this Escrow Agreement). The Escrow Agent shall have no duties except those which are
expressly set forth herein, and, except as otherwise expressly set forth herein, it shall not be
bound by any notice of a claim, or demand with respect thereto, or any waiver, modification,
amendment, termination or rescission of this Escrow Agreement, unless in writing received by it and
signed by the parties hereto and otherwise conforming to any requirements contained herein.


 


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If the Escrow Agent shall find it necessary to consult with counsel of its own choosing in
connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any
action taken in good faith in accordance with such advice except to the extent caused by or arising
out of the Escrow Agent’s gross negligence, willful misconduct or fraud or except for a failure to
comply with its obligation to keep the Escrow Funds in its custody (subject, however, to the terms
and conditions of this Agreement). The foregoing indemnification shall survive termination of this
Escrow Agreement.



The Escrow Agent is not a party to, and is not bound by, any other agreements with the parties
hereto regarding the subject matter hereof. In the event that any of the terms and provisions of
any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties
hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms
and provisions of this Escrow Agreement shall govern and control in all respects.



The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms
and conditions of any other agreement, instrument or document between the other parties hereto, in
connection herewith, including without limitation the Purchase Agreement. This Escrow Agreement
sets forth all matters pertinent to the escrow contemplated hereunder, and no additional
obligations of the Escrow Agent shall be inferred from the terms of this Escrow Agreement or any
other agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i)
DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT
FROM THE ESCROW AGENT’S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS ESCROW
AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.



The Escrow Agent shall have the right to perform any of its duties hereunder through agents,
attorneys, custodians or nominees.



Any banking association or corporation into which the Escrow Agent may be merged, converted or
with which the Escrow Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Escrow Agent shall be a party, or any banking association
or corporation to which all or substantially all of the corporate trust business of the Escrow
Agent shall be transferred, shall succeed to all the Escrow Agent’s rights, obligations and
immunities hereunder without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.


 


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9. Notices. All notices, consents or other communications required or permitted to be
given under this Escrow Agreement shall be in writing and shall be deemed given only if (i)
delivered personally or (ii) sent by registered or certified mail, postage prepaid, or (iii)
sent by an internationally recognized overnight courier service with next day delivery guaranteed
and delivery charges prepaid, or (iv) sent by confirmed facsimile with the original to follow by
first class mail, postage prepaid, as follows:



	 	 	 	 	 

	 

	 	If to the Shareholders: 	 	David T. Feeney

5521 Kinvarra Court

Dublin, OH 43016
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Bricker & Eckler LLP

100 South Third Street

Columbus, OH 43215

Attention: John W. Cook, III

Facsimile No.: (614) 227-2390
	 
	 	 	 	 
	 

	 	If to LSI:
	 	LSI Acquisition Inc.

10000 Alliance Road

Cincinnati, Ohio 45242

Attention: Ronald S. Stowell

Facsimile No.: (513) 791-0813
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, Ohio 45202

Attention: Michael J. Moeddel, Esq.

Facsimile No.: (513) 579-6457
	 
	 	 	 	 
	 

	 	If to Escrow Agent:
	 	U.S. Bank, National Association

425 Walnut Street, 6th Floor

Cincinnati, Ohio 45202

Attention: William Sicking

Facsimile No.: (513) 632-5511






or to such other address as the addressee may have specified in a notice duly given to the sender
as provided herein. Such notice, request, demand, waiver, consent, approval or other communication
will be deemed to have been given as of the date so delivered, mailed or received by facsimile
transmission.



10. Ownership for Tax Purposes. Each Shareholder agrees that, for purposes of federal
and other taxes based on income, each Shareholder will be treated as the owner of his proportion
(based on his Percentage Interest) of the Escrow Shares held in escrow and that each Shareholder
will report all income, if any, that is earned on, or derived from such Escrow Shares as his income
in
the taxable year or years in which such income is properly includible and pay any taxes
attributable thereto.


 


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11. Amendment. No amendment or modification of this Escrow Agreement shall be
effective unless in writing and signed by the parties. This Escrow Agreement may not be terminated
except in a written document signed by the parties.



12. Parties in Interest. This Escrow Agreement shall bind, benefit, and be
enforceable by and against each party hereto and their successors, assigns, heirs and personal
representatives. Except as otherwise expressly authorized herein or in the Purchase Agreement, no
party shall in any manner assign any of its rights or obligations under this Escrow Agreement
without the express prior written consent of the other parties; provided however, that LSI may
assign its rights hereunder to any permitted assignee of any of LSI’s rights under the Purchase
Agreement and such transferee shall be subject to LSI’s obligations hereunder. No assignment or
transfer permitted hereunder shall relieve or release any such transferor from any liability or
obligation hereunder.



13. No Waivers. No waiver with respect to this Escrow Agreement shall be enforceable
unless in writing and signed by the party against whom enforcement is sought. Except as otherwise
expressly provided herein, no failure to exercise, delay in exercising, or single or partial
exercise of any right, power or remedy by any party, and no course of dealing between or among any
of the parties, shall constitute a waiver of, or shall preclude any other or further exercise of
the same or any other right, power or remedy.



14. Entire Agreement. This Escrow Agreement supersedes all prior agreements among the
parties with respect to its subject matter and constitutes (along with the documents referred to in
this Escrow Agreement, including the Purchase Agreement) a complete and exclusive statement of the
terms of the agreement between the parties with respect to its subject matter.



15. Severability. If any provision of this Escrow Agreement is construed to be
invalid, illegal or unenforceable, then the remaining provisions hereof shall not be affected
thereby and shall be enforceable without regard thereto.



16. Counterparts. This Escrow Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an original hereof, and
it shall not be necessary in making proof of this Escrow Agreement to produce or account for more
than one original counterpart hereof. Facsimile signatures shall be treated as original signatures
and shall be binding upon the parties.



17. Controlling Law; Forum Selection. This Escrow Agreement is made under, and shall
be construed and enforced in accordance with, the laws of the State of Ohio applicable to
agreements made and to be performed solely therein, without giving effect to principles of
conflicts of law. Each party hereto agrees that it shall bring any action or proceeding in respect
of any claim arising out of or related to this Agreement or the transactions contained in or
contemplated by this Agreement, exclusively in the United States District Court for the Southern
District of Ohio or any Ohio state court sitting in Hamilton County, Ohio (the “Chosen
Courts”), and solely in connection with claims arising under this Agreement or the transactions
that are the subject of this Agreement: (i)
irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (ii) waives any
objection to laying venue in any such action or proceeding in the Chosen Courts; (iii) waives any
objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any
party hereto; and (iv) agrees that service of process upon such party in any such action or
proceeding shall be effective if notice is given in accordance with Section 9. Each party hereto
irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.


 


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18. Definitions. To the extent not specifically defined herein, all terms used herein
shall have the meanings ascribed to them in the Purchase Agreement. As used in this Escrow
Agreement the term “including” shall mean “including without limitation.”



19. Patriot 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 we will ask for documentation to verify
its formation and existence as a legal entity. We may also ask to see financial statements,
licenses, identification and authorization documents from individuals claiming authority to
represent the entity or other relevant documentation.



20. WAIVER OF JURY. THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING
OUT OF OR RELATING TO THIS ESCROW AGREEMENT.



[Remainder of Page Intentionally Left Blank; Signature Page to Follow]



 


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IN WITNESS WHEREOF, the parties have executed, or caused their duly authorized representatives
to execute, this Escrow Agreement on the date first written above.



	 	 	 	 	 
	 

	 	LSI:	 	 
	 
	 	 	 	 
	 	 	LSI ACQUISITION INC.
	 
	 	 	 	 
	 	 	By:	/s/ Ronald S. Stowell
	 

	 	 	 
	 

	 	 
	Name:	Ronald S. Stowell
	 

	 	 
	Title:	Treasurer and Secretary
	 
	 	 	 	 
	 	 	SHAREHOLDERS:
	 
	 	 	 	 
	 	 	/s/ Kevin A. Kelly
	 	 	 
	 	 	Kevin A. Kelly
	 
	 	 	 	 
	 	 	/s/ Craig A. Miller
	 	 	 
	 	 	Craig A. Miller
	 
	 	 	 	 
	 	 	/s/ David T. Feeney
	 	 	 
	 	 	David T. Feeney
	 
	 	 	 	 
	 	 	ESCROW AGENT:
	 
	 	 	 	 
	 	 	U.S. BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	/s/ William E. Sicking
	 

	 	 	 
	 

	 	 	Name:	 William E. Sicking
	 

	 	 	 	 
	 

	 	 	Title:	 Vice President and Trust
Officer
	 

	 	 	 	 







 


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EXHIBIT “A”




Percentage Interests




	 	 	 	 	 
	Shareholder:	 	Percentage Interest	 
	 
	 	 	 	 
	Kevin A. Kelly
	 	 	42.47	%
	Craig A. Miller
	 	 	42.47	%
	David T. Feeney
	 	 	15.06	%







 


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EXHIBIT “B”




Purchase Agreement




See attached.




 


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EXHIBIT “C”




ESCROW AGENT FEES AND EXPENSES




The total Escrow Agent Fee under this Escrow Agreement shall be $4,000, which includes the Escrow
Agent Acceptance Fee and the Annual Escrow Agent Fee for the term of this Escrow Agreement. This
total fee shall be paid to the Escrow Agent at Closing.





 


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