Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for the Pre-Closing Company Shareholders in the event that the Company reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of the Escrow Shares by Pre-Closing Company Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), the Company and the Earnout Group Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders in accordance with the Merger Agreement. The Escrow Agent shall have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 4(b).

Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for certain Company Securityholders and the Pre-Closing Company Shareholders Sponsor in the event that the Company Surviving Corporation reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of the Management Escrow Shares by Pre-Closing Company Shareholders Securityholders shall be referred to as “Management Escrow Claims”, and claims for the release of Sponsor Escrow Shares by the Sponsor shall be referred to as “Sponsor Escrow Claims” and, together with the Management Escrow Claims, the “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Management Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, and Sponsor Escrow Claims shall be asserted and resolved solely as set forth in the Sponsor Earnout Agreement, in each case subject to the time periods and other restrictions set forth therein. The Company Parent shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement and/or the Sponsor Earnout Agreement, as the case may be, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), Parent, the Company Securityholder Representative and the Earnout Group Representative Sponsor shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company Parent shall provide a calculation of (i) the number of Escrow Shares due to the Pre-Closing Company Shareholders Securityholders in accordance with the Merger Agreement, and (ii) the number of Escrow Shares due to the Sponsor in accordance with the Sponsor Earnout Agreement. The Escrow Agent shall have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement and/or the Sponsor Earnout Agreement, as the case shall be, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and/or the Sponsor Earnout Agreement, as the case may be, and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 4(b3(b).

Disposition and Termination. (a) The Escrow Contingent Consideration Shares shall serve as a source of payment for the Pre-Closing Company Shareholders certain Contingent Consideration Eligible Equityholders in the event that the Company Surviving Corporation reaches certain Milestone Triggering Events after the Closing in accordance with the terms of the Merger Business Combination Agreement. Claims for the release of the Escrow Contingent Consideration Shares by Pre-Closing Company Shareholders the Securityholder Representative on behalf of the Contingent Consideration Eligible Equityholders shall be referred to as “Earnout Contingent Consideration Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company Parent shall notify the other parties Securityholder Representative and the Escrow Agent in writing of the occurrence of any Milestone Triggering Event under the Merger Agreement, Business Combination Agreement and any Earnout Contingent Consideration Escrow Claims Claim resulting therefrom (“Earnout Contingent Consideration Escrow Notice”) and, promptly ). Promptly after the receipt of such Earnout Contingent Consideration Escrow Notice (but in any event no later than two (2) Business Days thereafter), the Company Parent and the Earnout Group Securityholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Contingent Consideration Shares specified in such applicable Earnout Contingent Consideration Escrow Notice pursuant to the following sentence. In its Earnout Contingent Consideration Escrow Notice, the Company Parent shall provide a calculation of the number of Escrow Contingent Consideration Shares due to the Pre-Closing Company Shareholders Contingent Consideration Eligible Equityholders in accordance with the Merger AgreementBusiness Combination Agreement and the Closing Consideration Spreadsheet. The Escrow Agent shall have no duty to determine whether any Earnout Contingent Consideration Escrow Notice accurately describes an Earnout Contingent Consideration Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, Business Combination Agreement but shall be entitled to assume conclusively and without inquiry that any such Earnout Contingent Consideration Escrow Notice satisfies the requirements of the Merger Business Combination Agreement and this Agreement. The Escrow Agent shall not distribute all or a any portion of the Escrow Contingent Consideration Shares except in accordance with Section 4(b3(b).

Disposition and Termination. (a) 8.1 The Securities, together with any dividends or distributions or other income paid or otherwise accruing to the Securities during the time such Escrow Shares are held in escrow, as of the relevant date (collectively, the “Earnings”), shall serve as a source of payment for be released to the Pre-Closing Company SVH Shareholders in the event that the Company reaches certain the Milestone Events after the Closing of as set forth in the Merger Agreement. Claims for the release of the Escrow Shares (and any Earnings thereon) by Pre-Closing Company SVH Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties Company Stockholder Representative and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter)Notice, the Company and the Earnout Group Company Stockholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares Securities specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders in accordance together with the Merger Agreementany Earnings thereon. The Escrow Agent shall have no duty administer the Securities in accordance with such Joint Written Instruction to determine whether the Escrow Agent to release the Securities, or any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreementportion thereof, but shall be entitled to assume conclusively and without inquiry that together with any Earnings thereon, as set forth in such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this AgreementInstruction. The Escrow Agent shall not distribute all or a portion of the Escrow Shares Securities or the Earnings thereon except in accordance with Section 4(b)8.2.

Disposition and Termination. (a) The After the Expiration Date, any Escrow Shares shall serve as a source of payment for the Pre-Closing Company Shareholders Property remaining in the event Escrow Account that the Company reaches certain Milestone Events after the Closing is not subject to Pending Claims, if any, and not subject to resolved but unpaid claims in favor of the Merger Agreement. Claims for the release of the Escrow Shares by Pre-Closing Company Shareholders an Indemnified Party, shall be referred to as “Earnout Escrow Claims”. For transferred by written instruction of both the avoidance of doubt, Earnout Escrow Claims shall be asserted Purchaser CEO Representative and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties and Seller Representative by the Escrow Agent to the Company Stockholders that have previously delivered to the Purchaser’s exchange agent in writing of accordance with the occurrence of any Milestone Event under exchange agent agreement the Merger AgreementTransmittal Documents , and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt with each such Company Stockholder receiving its Pro Rata Share of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), the Company and the Earnout Group Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders Property in accordance with the Merger Agreement. The Purchaser Representative and Seller Representative shall cooperate in good faith using their commercially reasonable efforts to submit such written instructions as promptly as practical after such time as when none of the Escrow Property remains subject to any Pending Claims or any unpaid claims in favor of an Indemnified Party and, in that event, shall not unreasonably withhold such written instructions. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any remaining Escrow Property remaining in the Escrow Account to the Company Stockholders that have no duty previously delivered the Transmittal Documents, with each such Company Stockholder receiving its Pro Rata Share of such Escrow Property. 2 (b) Pursuant to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue Section 1.13(d) of the Merger Agreement, but shall be entitled if the Adjustment Amount (as defined in the Merger Agreement) is a negative number, then the Seller Representative and the Purchaser CEO Representative shall, within three (3) Business Days after such final determination, provide joint written instructions to assume conclusively and without inquiry that any such Earnout the Escrow Notice satisfies Agent to distribute to Purchaser a number of Escrow Shares (and, after distribution of all Escrow Shares, other Escrow Property) with a value equal to the requirements absolute value of the Merger Agreement and this AgreementAdjustment Amount (with each Escrow Share valued at the Redemption Price). The Purchaser will promptly cancel any Escrow Shares distributed to it by the Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 4(b)promptly after its receipt thereof.

Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for the Pre-Closing Company Shareholders in the event that the Company reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of the Escrow Shares 4.1 This Agreement is terminable by Pre-Closing Company Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreementeither party, subject to the time periods provisions of Sections 7, 8 and other restrictions set forth therein. The Company shall notify 9, by giving 30 days’ advance written notice of such termination to the other parties and party specifying a date when such termination shall take effect; provided, however, that so long as the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Business Day, the Depositor may withdraw the Escrow Fund in writing its entirety or any portion thereof (a “Withdrawal”) within the course of the occurrence Business Day during which notice of such Withdrawal is given. If notice is received after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may make a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given. Any notice of Withdrawal from the Depositor to a designated third-party recipient (“Designee”) shall be substantially in the form of Schedule 2 hereto and for the Escrow Cash portion of any Milestone Event under the Merger Agreementwithdrawal shall contain information as to such Designee’s name, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter)telephone number for call-back, the Company name and SWIFT address of the recipient’s bank and the Earnout Group Representative shall execute and deliver to account number of the recipient at said bank (such information “Designee’s Details”). If the Depositor notifies the Escrow Agent prior to 12:00 noon Hong Kong Time on a Joint Written Instruction Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day in which notice of such Withdrawal is given, which the Escrow Agent will proceed to do. If the Depositor notifies the Escrow Agent after 12:00 noon on a Business Day or on a date other than a Business Day, the Depositor may instruct the Escrow Agent to effectuate a Withdrawal within the course of the Business Day immediately following the date during which notice of such Withdrawal is given, which the Escrow Agent will proceed to do, provided that, on the date of any Withdrawal, the Escrow Agent is in receipt of the relevant Designee’s Details then the Escrow Agent will notify (as defined belowi) the Depositor and (ii) the Designee of amounts from such Withdrawal of the effectuation of such Withdrawal; the parties hereby acknowledge that amounts from such Withdrawal may not actually be received by the Depositor and/or its designated recipients until a date following the date of such Withdrawal. Upon termination of this Agreement, the Escrow Agent shall take such action with respect to the release of Escrow Fund as is instructed by the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders in accordance with the Merger Agreement. The Escrow Agent shall have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 4(b)Depositor.

Disposition and Termination. As soon as practicable (but no later than three Business Days) after the date that is eighteen (18) months following the date of this Agreement (the “Escrow Termination Date”), the Escrow Agent shall release the remaining portion of the Escrow Fund less any Reserved Portion (as defined herein), as provided in a joint written instruction to the Escrow Agent from the Parties; provided however, that if on or before the Escrow Termination Date, the Escrow Agent has not received from Buyer a Claim Notice (as defined below), the Escrow Agent shall release the full Escrow Fund as provided in a written instruction to the Escrow Agent from the Seller. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in the applicable Claim Notice(s) described in Section 4(b) below is resolved, even if such claims have not been finally resolved prior to the Escrow Termination Date. After the Escrow Termination Date, the Escrow Agent shall only release all or any amount of the Reserved Portion to Buyer or Seller from the Escrow Fund pursuant to a written instruction delivered in accordance with Section 4(e) hereof. Notwithstanding anything in this Agreement to the contrary, if on or before the Escrow Termination Date, the Escrow Agent has received from Buyer a notice (a “Claim Notice”) specifying in reasonable detail the nature and basis for a claim for indemnification pursuant to the Asset Purchase Agreement and the dollar amount of the claim, or if such amount is unknown, Buyer’s good faith reasonable estimate of the dollar amount of such claim, (the “Claimed Amount”), then following the Escrow Termination Date, the Escrow Agent shall continue to keep in escrow the number of shares equal to the quotient of (a) The Escrow the aggregate Claimed Amounts with respect to all outstanding Claim Notices divided by (b) the volume-weighted average trading price of the Parent Common Shares shall serve as a source of payment on the NASDAQ for the Pre-Closing Company Shareholders in five trading day period ended on the event that the Company reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of Business Day prior to the Escrow Shares by Pre-Closing Company Shareholders shall be referred Termination Date (rounded down to the nearest whole share) (the “Reserved Portion”) until such Claimed Amount is resolved as “Earnout Escrow Claims”provided herein. For the avoidance of doubt, Earnout the preceding sentence shall survive the Escrow Claims Termination Date. In any Claim Notice, Buyer shall, in reasonable detail to the extent possible, cite the nature of the claim, the section(s) of the Asset Purchase Agreement supporting its claim, and facts and circumstances supporting its claim. At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be asserted and resolved solely as set forth delivered by Buyer to Seller in accordance with the notice provisions contained in the Merger Asset Purchase Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), the Company and the Earnout Group Representative shall execute and deliver Unless Seller delivers to the Escrow Agent a Joint Written Instruction notice objecting in good faith to the creation of the applicable Reserved Portion (or any amount thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within thirty (30) calendar days of Seller receiving the relevant Claim Notice pursuant to Section 4(d) hereof, the Escrow Agent shall, without further instructions, promptly deliver that portion of the Escrow Fund equal to the Claimed Amount as defined belowset forth in such Claim Notice to Buyer after prior written notice to Seller. Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 4(d) hereof. If any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall promptly release to Buyer an amount from the Escrow Fund equal to the portion of the Claimed Amount in relation to which there is no objection after prior written notice to Seller. In the event that Seller shall deliver a Contest Notice in accordance with Section 4(d) hereof, Seller and Buyer shall negotiate in good faith for a period of forty-five (45) days after delivery of the Contest Notice to Buyer in an effort to settle the claim contained in the relevant Claim Notice or agree on the appropriate Reserved Portion, if any, to be applied against the Escrow Fund pursuant to the relevant Claim Notice. The Escrow Agent shall make payment with respect any Claimed Amount subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both Seller and Buyer authorizing the release to Buyer of the portion of the Fund that is agreed upon as the amount recoverable in respect of the Contest Notice; or (ii) a written notification from Buyer of a final and non-appealable order, decision, judgment or decree of a court or arbitrator of competent jurisdiction (a “Final Order”) authorizing the release to Buyer of any portion of the Claimed Amount including a copy of such Final Order. The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order. In such event, Buyer may cancel the number of Escrow Shares specified shares (rounded down to the nearest whole share) equal to (A) the amount set forth in such applicable Earnout Escrow Notice pursuant joint written instructions or Final Order divided by (B) the volume-weighted average trading price of the Parent common shares on NASDAQ for the five trading day period ended on the Business Day prior to the following sentenceday of cancellation. In its Earnout The Escrow NoticeAgent shall also deliver the Claimed Amount to Seller upon receipt of upon a written notification from Seller of a Final Order, including a copy of such Final Order, authorizing the Company shall provide a calculation release to Seller of any portion of the number of Escrow Shares due Claimed Amount. Notwithstanding anything to the Pre-Closing Company Shareholders contrary in this Agreement, if the Escrow Agent receives joint written instructions from Seller and Buyer, or their respective successors or assigns, delivered in accordance with the Merger Agreementprovisions of this Agreement as to the disbursement of the Escrow Fund, the Escrow Agent shall disburse the Escrow Fund pursuant to such joint written instructions. The Escrow Agent shall have no duty obligation to determine whether follow any Earnout directions set forth in any joint written instructions unless and until the Escrow Notice accurately describes an Earnout Escrow Claim Agent is satisfied, in its reasonable discretion, that the persons executing said joint written instructions are authorized to do so. Notwithstanding anything to the contrary in this Agreement, if any amount to be released at any time or conforms to or is permitted under by or by virtue any circumstances exceeds the then current market value of the Merger Agreementremaining Escrow Fund, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a release the remaining portion of the Escrow Shares except in accordance with Fund and shall have no liability or responsibility to the Parties for any deficiency. Upon delivery of any and all remaining Escrow Fund by the Escrow Agent, this Agreement shall terminate, subject to the provisions of Section 4(b)8.

Disposition and Termination. (a) The Escrow Shares, together with any dividends or distributions or other income paid or otherwise accruing to the Escrow Shares during the time such Escrow Shares are held in escrow, as of the relevant date (collectively, the “Earnings”), shall serve as a source of payment for be released to the Pre-Closing Company SVH Shareholders in the event that the Company reaches certain the Milestone Events after the Closing of as set forth in the Merger Agreement. Claims for the release of the Escrow Shares (and any Earnings thereon) by Pre-Closing Company SVH Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties Company Stockholder Representative and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter)Notice, the Company and the Earnout Group Company Stockholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders in accordance together with the Merger Agreementany Earnings thereon. The Escrow Agent shall have no duty administer the Escrow Shares in accordance with such Joint Written Instruction to determine whether the Escrow Agent to release the Escrow Shares, or any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreementportion thereof, but shall be entitled to assume conclusively and without inquiry that together with any Earnings thereon, as set forth in such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this AgreementInstruction. The Escrow Agent shall not distribute all or a portion of the Escrow Shares or the Earnings thereon except in accordance with Section 4(b3(b).