Common use of Distribution of Escrow Property Clause in Contracts

Distribution of Escrow Property. (a) Promptly after the first anniversary of the date of this Agreement (the “Distribution Date”), the Escrow Agent shall distribute the Escrow Property, in accordance with the written instructions of the Holder Representative, to the holders of the Common Shares and Options listed in Exhibit B at their respective mailing addresses pro rata in accordance with their Applicable Percentages as set forth on Exhibit B; provided, however, that in the event that (i) prior to the Distribution Date, Acquiror delivers a Payment Request seeking indemnification for Damages pursuant to Section 13.2 of the Merger Agreement (a “Pending Claim”) and such claim is unresolved as of the Distribution Date, the Escrow Agent shall not distribute and will continue to hold pursuant hereto Escrow Property having a value equal to the Damages payment sought with respect to such Pending Claim that is unresolved (the “Reserved Property”) (it being understood and agreed that the Holder Representative shall, in such event, have the right to designate the mix of Escrow Shares and/or cash to be released pursuant to this Section 7). For purposes of calculating the Reserved Property, each Escrow Share shall be valued at the average closing price for one share of Acquiror Common Stock for the ten (10) Business Day period ending on the Business Day immediately preceding the Distribution Date. The Reserved Property shall remain in escrow following the Distribution Date pending resolution of the applicable Pending Claims and, upon resolution of the applicable Pending Claim, shall be either (i) distributed in whole or in part to Acquiror as appropriate following resolution of the applicable Pending Claim in accordance with Section 5 or (ii) distributed in whole or in part to the holders of Common Shares and Options listed in Exhibit B as provided in this Section 7. In the event that (i) the Holder Representative or Acquiror delivers to the Escrow Agent a Final Order that determines or provides that the Purchaser Indemnitees are or are not, as the case may be, entitled to payment or reimbursement of some or all of the Damages requested in any Pending Claim or (ii) the Holder Representative and Acquiror deliver to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative indicating that the Purchaser Indemnitees are or are not, as the case may be, entitled to some or all of the Damages requested in any Pending Claim, the Escrow Agent will disburse the Reserved Property or portion thereof held in respect of the Damages subject to such Pending Claim to (A) the holders of the Common Shares and Options listed in Exhibit B at their respective mailing addresses pro rata in accordance with their Applicable Percentages as set forth in Exhibit B and as specified in written instructions of the Holder Representative and/or (B) Acquiror, in each case, as specified in such Final Order or joint written instructions. At such time as all Pending Claims have been finally resolved in accordance with this Agreement and there remains any Reserved Property, all remaining Reserved Property shall be delivered or paid to the holders of the Common Shares and Options at their respective mailing addresses listed in Exhibit B pro rata in accordance with their Applicable Percentages as set forth in Exhibit B and as specified in the written instructions of the Holder Representative. A Pending Claim shall be considered to be resolved at such time as (i) one of the parties has delivered to the Escrow Agent a Final Order determining the extent (if any) to which the Acquiror is entitled to indemnification under Section 13.2 of the Merger Agreement for the Damages pursuant to such Pending Claim or (ii) the Acquiror and the Holder Representative provide to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative advising the Escrow Agent that such Pending Claim has otherwise been resolved, which such joint written instruction indicates the extent (if any) to which the Acquiror is entitled to indemnification under Section 13.2 of the Merger Agreement for the Damages pursuant to such Pending Claim.

Distribution of Escrow Property. (a) Promptly 4.1 Subject to Section 4.3, within five business days after the first anniversary of the date of this Agreement (the “Distribution Release Date”), the Escrow Agent shall distribute or cause to be distributed to the Payment Agent for distribution to each of the Escrow Property, in accordance with the written instructions of the Holder Representative, to the holders of the Common Shares and Options listed in Exhibit B Holders at their respective mailing addresses pro rata in accordance with their Applicable Percentages as such Escrow Holder’s address set forth on Exhibit BB Indemnification Escrow Property in an amount equal to such Escrow Holder’s Escrow Percentage of the Indemnification Distribution Amount; provided, however, that in the event that (i) if prior to the Distribution Release Date, Acquiror delivers any Indemnitee has given a Payment Request seeking indemnification for Damages Claim Notice (including an amended Claim Notice) pursuant to Section 13.2 of 3.1 containing a claim which has not been resolved prior to the Merger Agreement Release Date in accordance with Section 3 (a “Pending Holdover Claim”) and such claim is unresolved as of ), then, rather than distributing all Indemnification Escrow Property to the Distribution DateEscrow Holders, the Escrow Agent shall not distribute and will continue to hold pursuant hereto retain in the Indemnification Escrow Account after the Release Date, Indemnification Escrow Property (out of the Indemnification Distribution Amount) having a value equal to the Damages payment sought Contested Amount (or the Claimed Amount if the Stockholders’ Agent has not delivered a Response Notice with respect to such Pending claim) with respect to such Holdover Claim that is unresolved (the amount retained in the Indemnification Escrow Account with respect to such Holdover Claim being referred to as the “Reserved PropertyRetained Amount”) (it being understood and agreed that the Holder Representative shall, in such event, have the right to designate the mix of Escrow Shares and/or cash to be released pursuant to this Section 7). For purposes of calculating the Reserved Property, each Escrow Share shall be valued at the average closing price for one share of Acquiror Common Stock for the ten (10) Business Day period ending on the Business Day immediately preceding the Distribution Date. The Reserved Property shall remain in escrow following the Distribution Date pending Following final resolution of the applicable Pending Claims and, upon resolution of the applicable Pending Claim, shall be either (i) distributed in whole or in part to Acquiror as appropriate following resolution of the applicable Pending any Holdover Claim in accordance with Section 5 or (ii) distributed in whole or in part to the holders of Common Shares and Options listed in Exhibit B as provided in this Section 7. In the event that (i) the Holder Representative or Acquiror delivers to the Escrow Agent a Final Order that determines or provides that the Purchaser Indemnitees are or are not, as the case may be, entitled to payment or reimbursement of some or all of the Damages requested in any Pending Claim or (ii) the Holder Representative and Acquiror deliver to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative indicating that the Purchaser Indemnitees are or are not, as the case may be, entitled to some or all of the Damages requested in any Pending Claim3, the Escrow Agent will disburse shall distribute to the Reserved Payment Agent for distribution to each Escrow Holder Indemnification Escrow Property or in an amount equal to such Escrow Holder’s Escrow Percentage of that portion thereof held in respect of the Damages subject applicable Retained Amount that is not released to such Pending Claim to (A) the holders of the Common Shares and Options listed in Exhibit B at their respective mailing addresses pro rata an Indemnitee in accordance with their Applicable Percentages as Section 3, if any. Distributions of Indemnification Escrow Property shall be made to the Payment Agent at its address set forth in Exhibit B and as specified in written instructions Section 10.2 of the Holder Representative and/or (B) Acquiror, in each case, as specified in such Final Order or joint written instructions. At such time as all Pending Claims have been finally resolved in accordance with this Agreement and there remains any Reserved Property, all remaining Reserved Property or such other address as the Payment Agent shall be delivered or paid to the holders of the Common Shares and Options at their respective mailing addresses listed have provided in Exhibit B pro rata in accordance with their Applicable Percentages as set forth in Exhibit B and as specified in the written instructions of the Holder Representative. A Pending Claim shall be considered to be resolved at such time as (i) one of the parties has delivered writing to the Escrow Agent a Final Order determining Agent. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the extent (if any) Securities and Exchange Commission pursuant to which the Acquiror is entitled to indemnification under Section 13.2 Rule 24b-2 of the Merger Agreement for the Damages pursuant to such Pending Claim or (ii) the Acquiror and the Holder Representative provide to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative advising the Escrow Agent that such Pending Claim has otherwise been resolvedSecurities Exchange Act of 1934, which such joint written instruction indicates the extent (if any) to which the Acquiror is entitled to indemnification under Section 13.2 of the Merger Agreement for the Damages pursuant to such Pending Claimas amended.

Distribution of Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: Upon the receipt of (ai) Promptly after with respect to the first anniversary of release hereunder to the date of this Agreement Investors, the Joint Written Instructions and Capacity Notice, (ii) with respect to all other releases hereunder to the “Distribution Date”)Investors, if any, a Capacity Notice and (iii) with respect to the release hereunder to the Company, the Joint Written Instructions, as applicable, the Escrow Agent shall distribute promptly, and in any event no later than two (2) Trading Days (as defined below), after the receipt of such Joint Written Instruction and/or Capacity Notice, as applicable, transfer to the Investors or the Company, using the delivery instructions set forth in such Joint Written Instructions and/or Capacity Notice, an amount of Escrow Shares from the Escrow PropertyProperty as directed in such Joint Written Instructions and/or Capacity Notice, which amount to be released to the Investors shall not, in accordance the aggregate with the written instructions of the Holder Representative, all prior releases hereunder to the holders of Investors, if any, exceed the Common Shares amount set forth in the Joint Written Instructions.2 The Escrow Agent will receive the Joint Written Instructions, and Options listed in Exhibit B at their respective mailing addresses pro rata in accordance with their Applicable Percentages as set forth herein, one or more Capacity Notices, as to all share amounts to be disbursed and will not be responsible for any calculations. Cellect shall notify the Escrow Agent in writing of the occurrence of a First Additional Shares Delivery Date with respect to each of the Investors pursuant to the Underlying Agreement. All Joint Written Instructions executed by the Investor Representative and delivered to the Company by 5:00 p.m. New York City Time on Exhibit B; providedthe First Additional Shares Delivery Date related to each Investor shall be promptly executed by the Company and delivered to the Escrow Agent on the same date. For all other distributions, howeverwhen more than one of the Buyers, that each party to an escrow agreement with the Escrow Agent pursuant to the Underlying Agreement, submit a Joint Written Instruction, delivery of the Escrow Shares to the Buyers shall be made in the event that (i) prior same order as the Escrow Agent received the Joint Written Instructions. Notwithstanding anything contained in this Escrow Agreement to the Distribution Datecontrary, Acquiror delivers a Payment Request seeking indemnification for Damages pursuant to Section 13.2 the avoidance of doubt, the Interested Parties acknowledge and agree that any of the Merger Agreement (a “Pending Claim”) and such claim is unresolved as time periods for delivery of documents and/or other items set forth in this Escrow Agreement, including, but not limited to, the Distribution Datetime period for delivery of Escrow Shares are subject to delays resulting from health epidemics. If, contemporaneously with, or after, the Escrow Agent shall not distribute and will continue to hold pursuant hereto Escrow Property having receives a value equal to Joint Written Instruction, the Damages payment sought with respect to such Pending Claim that is unresolved (the “Reserved Property”) (it being understood and agreed that the Holder Investor Representative shall, in such event, have the right to designate the mix of Escrow Shares and/or cash to be released pursuant to this Section 7). For purposes of calculating the Reserved Property, each Escrow Share shall be valued at the average closing price for one share of Acquiror Common Stock for the ten (10) Business Day period ending on the Business Day immediately preceding the Distribution Date. The Reserved Property shall remain in escrow following the Distribution Date pending resolution of the applicable Pending Claims and, upon resolution of the applicable Pending Claim, shall be either (i) distributed in whole or in part to Acquiror as appropriate following resolution of the applicable Pending Claim in accordance with Section 5 or (ii) distributed in whole or in part to the holders of Common Shares and Options listed in Exhibit B as provided in this Section 7. In the event that (i) the Holder Representative or Acquiror delivers a written notice to the Escrow Agent a Final Order and the Company that determines one or provides that the Purchaser Indemnitees are or are not, as the case may be, entitled to payment or reimbursement more Investors cannot take delivery of some or all of the Damages requested in any Pending Claim or (iiEscrow Shares pursuant to Section 1(c)(v) the Holder Representative and Acquiror deliver to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative indicating that the Purchaser Indemnitees are or are not, as the case may be, entitled to some or all of the Damages requested in any Pending ClaimUnderlying Agreement, the Escrow Agent and the Company hereby acknowledge and agree that the Escrow Agent will disburse the Reserved Property or portion thereof held in respect of the Damages subject to such Pending Claim to (A) the holders of the Common Shares be entitled to, and Options listed in Exhibit B at their respective mailing addresses pro rata in accordance with their Applicable Percentages as set forth in Exhibit B and as specified in written instructions of the Holder Representative and/or (B) Acquirorbe required to, in each case, as specified in such Final Order or joint written instructions. At such time as all Pending Claims have been finally resolved in accordance with this Agreement and there remains promptly honor any Reserved Property, all remaining Reserved Property shall be delivered or paid to the holders of the Common Shares and Options at their respective mailing addresses listed in Exhibit B pro rata in accordance with their Applicable Percentages as set forth in Exhibit B and as specified capacity notice in the written instructions of the Holder Representative. A Pending Claim shall be considered to be resolved at such time form attached hereto as Exhibit C (ia “Capacity Notice”) one of the parties has delivered to the Escrow Agent Agent, with a Final Order determining copy to the extent Company (solely for informational purposes), as if any) to such Capacity Notice were a Joint Written Instruction. As used herein, “Trading Day” means any day on which the Acquiror Common Stock is entitled to indemnification under Section 13.2 of traded on The Nasdaq Global Select Market, or, if The Nasdaq Global Select Market is not the Merger Agreement principal trading market for the Damages pursuant to Common Stock on such Pending Claim day, then on the principal securities exchange or (ii) the Acquiror and the Holder Representative provide to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative advising the Escrow Agent that such Pending Claim has otherwise been resolved, which such joint written instruction indicates the extent (if any) to securities market on which the Acquiror Common Stock is entitled to indemnification under Section 13.2 of the Merger Agreement for the Damages pursuant to such Pending Claimthen traded.