Common use of Disbursements from the Escrow Funds Clause in Contracts

Disbursements from the Escrow Funds. (a) If Escrow Agent has not received written notice that a closing of the INX Tokens has occured on or before 5 p.m., New York City time, on the date that is 335 days after the registration statement pursuant to which the INX Tokens are sold (the “Registration Statement”) is declared effective, the Escrow Agent shall deliver a written notice to each Subscriber (the “Notice to Subscribers”) stating that (i) a closing of the INX Tokens has not occurred and (ii) if a closing of the INX Tokens does not occur prior to 5 p.m., New York City time, on the date that is 365 days after the Registration Statement is declared effective (the “Termination Time”), the portion of the Escrow Funds shall promptly, and in no event more than ten (10) days following the Termination Time, be returned to each Subscriber pursuant to the wiring instructions specified in such Subscriber’s Purchase Agreement, without interest and without deduction, penalty or expense to the Subscriber. (b) If a closing of the INX Tokens does not occur on or before the Termination Time, the Escrow Agent shall terminate the Escrow Account and remit the funds paid into the Escrow Account on behalf of each Subscriber in accordance with the procedures provided in Section 2(a). The Escrow Agent shall notify the Company of the distribution of such funds to the Subscribers. (c) Upon the Company’s written notice instructing the Escrow Agent, which notice the Company may submit to the Escrow Agent at any time on or before the Termination Time at the Company’s sole discretion, the Escrow Agent shall terminate the Escrow Account and remit the funds paid into the Escrow Account on behalf of each Subscriber in accordance with the same procedures as provided in Section 2(b). (d) After $5,000,000 is received in the Escrow Account on or before the Termination Time, provided that the other conditions precedent to the issuance of the INX Tokens have been satisfied, the Company shall provide written instructions to the Escrow Agent in substantially the form of Exhibit A or otherwise in form and substance reasonably satisfactory to the Escrow Agent (the “Escrow Release Notice”) and the Escrow Agent shall release all of the Escrow Funds held in the Escrow Account in the manner described in such Escrow Release Notice. Such payment shall be made by wire transfer within one Business Day (as defined below) of the Escrow Agent’s receipt of the Escrow Release Notice. (e) The Company shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent any amounts that it is obligated to pay in the way of such taxes. This paragraph shall survive notwithstanding any termination of this Escrow Agreement or the resignation of the Escrow Agent.

Disbursements from the Escrow Funds. (a) If The Escrow Funds shall be held by the Escrow Agent has not received written notice that a closing of and disbursed from the INX Tokens has occured on or before 5 p.m., New York City time, on the date that is 335 days after the registration statement Escrow Account only as permitted pursuant to which this Section 3(a) and Section 12. (i) In the INX Tokens are sold (event that the “Registration Statement”) Merger Agreement is declared effectivenot executed by all parties, the Escrow Agent shall deliver disburse to the Parent the Escrow Funds in accordance with written instructions executed by the Parent directing the Escrow Agent to make such disbursement (a “Parent Instruction”); provided, however, that such instruction may be delivered by the Parent no earlier than three (3) business days following the funding of the Escrow Account pursuant to this Agreement. For the avoidance of doubt, the Escrow Agent shall disregard, and shall not comply with, any such Parent Instruction given to it (x) prior to the expiration of the above-mentioned three (3) business day period or (y) after it receives a written notice to each Subscriber (from the “Notice to Subscribers”) Company stating that (i) a closing of the INX Tokens Merger Agreement has not occurred been executed and instructing the Escrow Agent that it shall disregard any Parent Instruction given to it pursuant to this Section 3(a)(i). (ii) if The Escrow Agent shall disburse Escrow Funds in accordance with written instructions jointly executed by both the Parent and the Company directing the Escrow Agent to make such disbursement (a closing of the INX Tokens does not occur prior to 5 p.m., New York City time, on the date that is 365 days after the Registration Statement is declared effective (the “Termination TimeJoint Instruction”), the portion . (iii) The Escrow Agent shall disburse Escrow Funds in accordance with any judgment or order issued by a court of competent jurisdiction directing the Escrow Funds shall promptly, and in no event more than ten Agent to make such disbursement (10) days following the Termination Time, be returned to each Subscriber pursuant to the wiring instructions specified in such Subscriber’s Purchase Agreement, without interest and without deduction, penalty or expense to the Subscribera “Court Order”). (b) If a closing of the INX Tokens does not occur on or before the Termination Time, the Escrow Agent shall terminate the Escrow Account and remit the funds paid into the Escrow Account on behalf of each Subscriber in accordance with the procedures provided in Section 2(a). The Escrow Agent shall notify the Company of the distribution of such funds to the Subscribers. (c) Upon the Company’s written notice instructing the Escrow Agent, which notice the Company may submit to the Escrow Agent at any time on or before the Termination Time at the Company’s sole discretion, the Escrow Agent shall terminate the Escrow Account and remit the funds paid into the Escrow Account on behalf of each Subscriber in accordance with the same procedures as provided in Section 2(b). (d) After $5,000,000 is received in the Escrow Account on or before the Termination Time, provided that the other conditions precedent to the issuance of the INX Tokens have been satisfied, the Company shall provide written instructions to the Escrow Agent in substantially the form of Exhibit A or otherwise in form and substance reasonably satisfactory to the Escrow Agent (the “Escrow Release Notice”) and the Escrow Agent shall release all of the Escrow Funds held in the Escrow Account in the manner described in such Escrow Release Notice. Such payment All disbursements shall be made by wire transfer within one Business Day of immediately available funds. Within two (as defined below2) of the Escrow Agent’s business days following receipt of the Escrow Release Notice. (e) The Company shall pay or reimburse by the Escrow Agent upon request for any transfer taxes of a Parent Instruction as contemplated by Section 3(a)(i), a Joint Instruction as contemplated by Section 3(a)(ii) or other taxes relating to the Escrow Funds incurred in connection herewith and shall indemnify and hold harmless a Court Order as contemplated by Section 3(a)(iii), the Escrow Agent shall pay, from the Escrow Funds, any amounts that it is obligated amount so directed to pay be paid in such Parent Instruction, Joint Instruction or Court Order in accordance with written wire transfer instructions for such payment provided by the way of such taxes. This paragraph shall survive notwithstanding any termination of this Escrow Agreement or the resignation of recipient to the Escrow Agent. (c) Any Parent Instruction, Joint Instruction or Court Order received after 11:00 a.m. Eastern Time will be treated as if received on the following business day.

Disbursements from the Escrow Funds. (a) 4.1 If the Buyer believes in good faith that it has a claim for indemnification under Article 9 of the Purchase Agreement, the Buyer shall deliver to the Escrow Agent has not received written notice that a closing and the Seller an officer's certificate setting forth the facts and basis for such claim as provided in Section 9.5 of the INX Tokens has occured on Purchase Agreement (a "Claim"). Within thirty-five (35) calendar days of receipt of such certificate by the Escrow Agent and without any further inquiry by the Escrow Agent or before 5 p.m., New York City time, on further instruction to the date that is 335 days after the registration statement pursuant to which the INX Tokens are sold (the “Registration Statement”) is declared effectiveEscrow Agent, the Escrow Agent shall deliver pay to the Buyer the amount of each such Claim as indicated in such officer's certificate and the accrued interest thereon from the Escrow Funds unless the Seller shall have delivered to the Escrow Agent a written notice to each Subscriber (the “Notice to Subscribers”) stating that (i) a closing of the INX Tokens has not occurred and Seller's objection to such Claim within thirty (ii30) if a closing calendar days of the INX Tokens Seller's receipt of such Claim. If the Seller does not occur prior deliver such notice of objection to 5 p.m., New York City time, on the date that is 365 Buyer's Claim within sixty (60) calendar days after of receiving the Registration Statement is declared effective (the “Termination Time”)Claim, the Seller shall have approved such Claim and shall waive any objection at a later date. If it is subsequently determined that the Buyer is not entitled to any portion of the Escrow Funds shall promptly, and in no event more than ten (10) days following the Termination Time, be returned to each Subscriber Account which has been paid out pursuant to the wiring instructions specified in a Claim, then within five (5) calendar days of such Subscriber’s Purchase Agreement, without interest and without deduction, penalty or expense to the Subscriber. (b) If a closing of the INX Tokens does not occur on or before the Termination Timedetermination, the Escrow Agent Buyer shall terminate the Escrow Account and remit the funds paid into the Escrow Account on behalf of each Subscriber in accordance with the procedures provided in Section 2(a). The Escrow Agent shall notify the Company of the distribution of such funds to the Subscribers. (c) Upon the Company’s written notice instructing the Escrow Agent, which notice the Company may submit promptly return to the Escrow Agent at any time on or before the Termination Time at the Company’s sole discretion, the Escrow Agent shall terminate excess amount withdrawn from the Escrow Account and remit plus accrued interest thereon. In the funds paid into event that the parties hereto dispute such Claim, the parties shall endeavor to resolve any dispute regarding disbursement of the Escrow Account on behalf Funds in the manner provided by Article 13 of each Subscriber in accordance with the same procedures as provided Purchase Agreement. 4.2 If the Escrow Funds are insufficient to fully satisfy claims for indemnification, the Buyer shall have a right to pursue such claims against the Seller and Olicom pursuant to Article 9 of the Purchase Agreement, subject to the limitation of indemnification of the Seller and Olicom contained in Section 2(b)9.6 of the Purchase Agreement. (d) After $5,000,000 is received 4.3 Unless there has been a Claim made for such funds in the Escrow Account on or before by the Termination Time, provided that the other conditions precedent to the issuance of the INX Tokens have been satisfiedBuyer, the Company shall provide written instructions to the Escrow Agent in substantially the form balance of Exhibit A or otherwise in form and substance reasonably satisfactory to the Escrow Agent (the “Escrow Release Notice”) and the Escrow Agent shall release all of the Escrow Funds held remaining funds, if any, in the Escrow Account in plus all accrued interest thereon (the manner described in such Escrow Release Notice. Such payment shall "Balance") will be made by wire transfer within one Business Day (as defined below) of released from the Escrow Agent’s receipt of the Escrow Release Notice. (e) The Company shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating Account to the Escrow Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent any amounts that it is obligated to pay in the way of such taxes. This paragraph shall survive notwithstanding any termination of this Escrow Agreement Seller without further inquiry or the resignation of the Escrow Agentinstruction eighteen (18) months from Closing.