Common use of Deposit in Escrow Clause in Contracts

Deposit in Escrow. A. Within ten (10) days after the execution of this Escrow Agreement in accordance with Section 13.5 of said AGREEMENT, COMPANY shall deliver to Escrow Agent a sealed package containing: (i) a copy of a completely documented, then current version of the source code for SW in human readable form, as amended, the same being referred to hereinafter as the "Source Code". COMPANY shall identify each item in said package and certify the completeness and accuracy of the Source Code in a letter forwarding the same to Escrow Agent, with a copy of said letter to SIEMENS. Immediately upon receipt of the Source Code, Escrow Agent shall notify SIEMENS of such receipt. B. Escrow Agent shall hold the Source Code in a secure facility and shall release the same to SIEMENS upon the terms and conditions hereinafter provided. C. Unless otherwise provided by the AGREEMENT or this Escrow Agreement, or Addenda, Exhibits or Riders thereto, COMPANY has the obligation to keep the Source Code deposit updated with replacement Source Code in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. Replacement Source Code shall replace the existing Source Code as SW is updated or modified or revised. COMPANY will deliver the Replacement Source Code to the Escrow Agent, identifying each item of said Replacement Source Code delivered to said Escrow Agent and certifying the completeness and accuracy of the Replacement Source Code in a letter forwarding the same to Escrow Agent, with a copy of said letter to SIEMENS. Immediately upon receipt of the Replacement Source Code, Escrow Agent shall notify SIEMENS of such receipt. Escrow Agent will then destroy or return to COMPANY the previously deposited Source Code which has now been replaced, and the Replacement Source Code shall thereafter be referred to as Source Code.

Deposit in Escrow. A. Within ten (10) 30 days after of the execution of this Escrow Agreement Effective Date as defined in accordance with Section 13.5 of said AGREEMENTthe System Contract, COMPANY LICENSOR shall deliver to Escrow Agent ESCROW AGENT a sealed package containing: (i) a copy of a completely documented, then containing the same current version of the source code for SW the Software which is owned by third parties, licensed to LICENSEE by LICENSOR, and is described as the Proprietary Software in human readable formthe System Contract, as amendedprogrammer notes, its database schema and architecture, its related documentation and other materials described in Schedule 1 which is attached hereto and incorporated herein by this reference (collectively, the same being referred to hereinafter as the "“Source Code"Materials”). COMPANY LICENSOR shall identify each item in said package and certify the completeness and accuracy of the Source Code Materials in a letter forwarding the same to Escrow AgentESCROW AGENT, with a copy of said each letter to SIEMENSLICENSEE. Immediately upon receipt of the Source Codepackage, Escrow Agent ESCROW AGENT shall notify SIEMENS give notice to LICENSEE of such receipt. B. Escrow Agent . LICENSOR shall hold deliver revisions of the Source Materials, including the Source Code in a secure facility for the Software, to ESCROW AGENT as and shall release when corresponding revisions of the same Executable Code for the Software are delivered to SIEMENS upon the terms and conditions hereinafter provided. C. Unless otherwise provided by the AGREEMENT or this Escrow Agreement, or Addenda, Exhibits or Riders thereto, COMPANY has the obligation to keep the Source Code deposit updated with replacement Source Code LICENSEE in accordance with the following: SIEMENS / CASTLE OEM CONTRACT a. Replacement Source Code shall replace the existing Source Code System Contract. At such time as SW is updated any modifications or modified or revised. COMPANY will deliver the Replacement Source Code revisions to the Escrow AgentSource Materials are deposited with ESCROW AGENT, identifying each item LICENSOR shall give written notice of said Replacement such deposits to LICENSEE. ESCROW AGENT shall acknowledge receipt of all revisions of or additions to the Source Code delivered Materials by sending written acknowledgment thereof to said Escrow Agent both LICENSOR and certifying the completeness LICENSEE. Upon receipt of a new revision, ESCROW AGENT agrees to return to LICENSOR all such Source Materials from previous revisions as specified by LICENSOR in writing to ESCROW AGENT. ESCROW AGENT shall seven days following receipt of an affidavit, which is from an officer of LICENSEE to ESCROW AGENT sent via certified mail with return receipt requested, and accuracy which states that one of the Replacement Source Code following events has occurred, proceed in accordance with the procedure described in Sections 2.3 through 2.7 below if: LICENSOR has made an assignment for the benefit of creditors; or LICENSOR institutes or becomes subject to a letter forwarding liquidation or bankruptcy proceeding of any kind; or A receiver or similar officer has been appointed to take charge of all or part of LICENSOR’s assets; or LICENSOR terminates its maintenance and support services for LICENSEE for the same Software or breaches its support and maintenance obligations for the Software for LICENSEE, whether due to Escrow Agent, with its ceasing to conduct business generally or otherwise; or LICENSOR fails to make timely payments of fees and other costs required under this Contract. LICENSEE shall send a copy of said letter the affidavit to SIEMENSLICENSOR via certified mail with return receipt requested, simultaneously with its affidavit to ESCROW AGENT. Immediately upon Upon its receipt of the Replacement Source Codeaffidavit as provided above in Section 2.1, Escrow Agent ESCROW AGENT shall notify SIEMENS immediately give written notice to LICENSOR, attaching a copy of the affidavit to the notice, via certified mail with return receipt requested. Upon receipt of such receiptnotices in accordance with Sections 2.1 and 2.2, LICENSOR shall have 30 days to review LICENSEE’s affidavit requesting release from escrow as provided for in Section 2.1 above. If LICENSOR does not give notice to ESCROW AGENT within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall automatically release the Source Materials to LICENSEE. The Source Materials shall be used by LICENSEE subject to the System Contract and solely for support and maintenance for the Software within the provisions of the System Contract. Delivery of the Source Materials to LICENSEE in accordance with provisions hereof shall automatically terminate this Escrow Agent will then destroy Contract. If LICENSOR does give ESCROW AGENT notice within the 30 days provided in Section 2.3 that LICENSEE’s request for release from escrow is contested by LICENSOR, ESCROW AGENT shall retain the Source Materials in escrow while LICENSOR and LICENSEE either: Settle the dispute among themselves and jointly give notice to ESCROW AGENT in writing of the result; or return Submit the dispute to COMPANY litigation for resolution in accordance with the previously deposited terms of this Contract. In the event of litigation, ESCROW AGENT shall dispose of the Source Code which has now been replaced, and Materials as directed by the Replacement Source Code court of competent jurisdiction’s finding given in writing to all parties. Each party shall thereafter be referred to bear its own costs incurred in any litigation as Source Codeset forth in Section 2.5 above.

Deposit in Escrow. A. Within ten (10a) days after Concurrently with the execution of this Escrow Agreement in accordance with Section 13.5 of said AGREEMENThereof, COMPANY shall Parent has instructed its transfer agent (the “Transfer Agent”) to deliver to Escrow Agent a sealed package containing: (i) a copy of a completely documented, then current version of the source code for SW in human readable form, as amended, the same being referred to hereinafter as the "Source Code". COMPANY shall identify each item in said package and certify the completeness and accuracy of the Source Code in a letter forwarding the same to Escrow Agent, with a copy to be held in escrow pursuant to the terms of said letter this Agreement, stock certificates representing the Escrow Shares issued in the name of “Corporate Stock Transfer, Inc. as Escrow Agent under agreement dated October 7, 2016”, to SIEMENS. Immediately upon receipt be held and administered as provided herein for the benefit of the Source Code, Company Indemnitees as specified in Schedule A attached hereto. The Escrow Shares so delivered by the Transfer Agent to the Escrow Agent shall notify SIEMENS be held by the Escrow Agent in a segregated trust account (the “Escrow Account”) under the control of such receiptthe Escrow Agent. B. (b) The Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the assets on deposit in the Escrow Account pursuant to the terms and conditions hereof. The Escrow Agent shall hold the Source Code in Escrow Account as a secure facility and shall release the same to SIEMENS upon the terms and conditions hereinafter provided. C. Unless otherwise provided by the AGREEMENT or this Escrow Agreement, or Addenda, Exhibits or Riders thereto, COMPANY has the obligation to keep the Source Code deposit updated with replacement Source Code trust account in accordance with the following: SIEMENS / CASTLE OEM CONTRACTterms of this Agreement. The Escrow Agent’s duties hereunder shall terminate upon its distribution of the entire Escrow Account in accordance with this Agreement. a. Replacement Source Code (c) Except as herein provided, the Company Indemnitees shall replace the existing Source Code retain all of their rights as SW is updated or modified or revised. COMPANY will deliver the Replacement Source Code stockholders of Parent with respect to the Escrow AgentShares during the period the Escrow Shares are held by the Escrow Agent (the “Escrow Period”); provided, identifying however, that with respect to the Escrow Shares held in the Escrow Account, the right to vote such Escrow Shares shall be exercised solely by the Company Representative in his discretion. (d) During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares (“Cash Dividends”) and all dividends payable in stock or other non-cash property, including shares issued upon a stock split (“Non-Cash Dividends”), shall each item of said Replacement Source Code be delivered to said the Escrow Agent to hold in the Escrow Account in accordance with the terms hereof. As used herein, the term “Escrow Account” shall be deemed to include the Cash Dividends and certifying Non-Cash Dividends distributed thereon, if any. (e) During the completeness and accuracy Escrow Period, no sale, transfer or other disposition may be made of any or all of the Replacement Source Code Escrow Shares in the Escrow Account. During the Escrow Period, no Company Indemnitee shall pledge or grant a letter forwarding security interest in such Company Indemnitee’s shares of Parent Common Stock included in the same to Escrow Agent, with Account or grant a copy of said letter to SIEMENS. Immediately upon receipt of the Replacement Source Code, Escrow Agent shall notify SIEMENS of security interest in such receipt. Escrow Agent will then destroy or return to COMPANY the previously deposited Source Code which has now been replaced, and the Replacement Source Code shall thereafter be referred to as Source CodeCompany Indemnitee’s rights under this Agreement.