Common use of Distribution of Escrow Property Clause in Contracts

Distribution of Escrow Property. The Escrow Agent is directed to distribute the Escrow Property in the following manner: (a) if at any time prior to the 60th day following the Closing Date, as may be extended for an additional 30 days on one occasion pursuant to the Indenture (the “Escrow End Date”), the Escrow Agent receives an Officer’s Certificate from the Company substantially in the form of Exhibit A, dated as of the date the Escrow Property is released pursuant to the Release Notice (as defined below), executed by an Authorized Person of the Company and certifying to the Escrow Agent as to the matters set forth therein (an “Officer’s Certificate”), and a written notice substantially in the form of Exhibit B, executed by an Authorized Person of the Escrow Company (a “Release Notice”), the Escrow Agent shall on the same Business Day, provided that the Release Notice is received by 11:00 a.m. local time in the City of New York on that same Business Day, release the Escrow Property as directed and in the manner set forth in the Release Notice from the Escrow Company; or (b) if at any time prior to the Escrow End Date, the Escrow Agent receives a written notice from the Escrow Company (or an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3(e)(iv) hereof) setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit C hereto, and a Release Notice, substantially in the form of Exhibit B, executed by an Authorized Person of the Escrow Company, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified for the Special Mandatory Redemption, and shall release the Escrow Property as directed and in the manner set forth in the Release Notice from the Escrow Company.

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) if at any time prior with respect to the 60th day following first release hereunder to the Closing DateInvestors, the Joint Written Instructions and Capacity Notice, (ii) with respect to all other releases hereunder to the Investors, if any, a Capacity Notice and (iii) with respect to the release hereunder to the Company, the Joint Written Instructions, as may be extended for an additional 30 days on one occasion pursuant to the Indenture (the “Escrow End Date”)applicable, the Escrow Agent receives an Officer’s Certificate from the Company substantially shall promptly, and in the form of Exhibit A, dated as of the date the Escrow Property is released pursuant to the Release Notice any event no later than two (2) Trading Days (as defined below), executed by an Authorized Person after the receipt of the Company and certifying such Joint Written Instruction and/or Capacity Notice, as applicable, transfer to the Escrow Agent as to Investors or the matters Company, using the delivery instructions set forth therein (in such Joint Written Instructions and/or Capacity Notice, an “Officer’s Certificate”), and a written notice substantially in the form amount of Exhibit B, executed by an Authorized Person of the Escrow Company (a “Release Notice”), the Escrow Agent shall on the same Business Day, provided that the Release Notice is received by 11:00 a.m. local time in the City of New York on that same Business Day, release Shares from the Escrow Property as directed and in such Joint Written Instructions and/or Capacity Notice, which amount to be released to the Investors shall not, in the manner aggregate with all prior releases hereunder to the Investors, if any, exceed the amount set forth in the Release Notice from Joint Written Instructions.2 The Escrow Agent will receive the Joint Written Instructions, and 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 Company; or (b) if at any time prior 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 the First Additional Shares Delivery Date related to each Investor shall be promptly executed by the Company and delivered to the Escrow End DateAgent on the same date. For all other distributions, when more than one of the Buyers, 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 same order as the Escrow Agent received the Joint Written Instructions. Notwithstanding anything contained in this Escrow Agreement to the contrary, for the avoidance of doubt, the Interested Parties acknowledge and agree that any of the time periods for delivery of documents and/or other items set forth in this Escrow Agreement, including, but not limited to, the time period for delivery of Escrow Shares are subject to delays resulting from health epidemics. If, contemporaneously with, or after, the Escrow Agent receives a Joint Written Instruction, the Investor Representative delivers a written notice from to the Escrow Agent and the Company (that one or an entitlement order more Investors cannot take delivery of some or instructions, as applicable, from all of the Trustee Escrow Shares pursuant to Section 3(e)(iv1(c)(v) hereof) setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit C hereto, and a Release Notice, substantially in the form of Exhibit B, executed by an Authorized Person of the Escrow CompanyUnderlying Agreement, the Escrow Agent shall liquidate and the Company hereby acknowledge and agree that the Escrow Property no later than one Agent will be entitled to, and be required to, promptly honor any capacity notice in the form attached hereto as Exhibit C (1a “Capacity Notice”) Business Day prior delivered to the date specified Escrow Agent, with a copy to the Company (solely for informational purposes), as if such Capacity Notice were a Joint Written Instruction. As used herein, “Trading Day” means any day on which the Common Stock is traded on The Nasdaq Global Select Market, or, if The Nasdaq Global Select Market is not the principal trading market for the Special Mandatory RedemptionCommon Stock on such day, and shall release then on the Escrow Property as directed and in principal securities exchange or securities market on which the manner set forth in the Release Notice from the Escrow CompanyCommon Stock is then traded.

Distribution of Escrow Property. The Escrow Agent is directed to distribute the Escrow Property in the following manner: (a) if at any time on or prior to the 60th day following the Closing Date, as may be extended for an additional 30 days on one occasion pursuant to the Indenture (the “Escrow End Date”), the Escrow Agent receives an Officer’s Certificate from the Company substantially in the form of Exhibit A, dated as of the date the Escrow Property is released pursuant to the Release Notice (as defined below), executed by an Authorized Person Representative of the Company and certifying to the Escrow Agent as to the matters set forth therein (an “Officer’s Certificate”), and a written notice substantially in the form of Exhibit B, executed by an Authorized Person Representative of the Escrow Company (a “Release Notice”), the Escrow Agent shall on the same Business Day, Day release the Escrow Property as directed and in the manner set forth in the Release Notice from the Company; provided that the Release Notice is received by 11:00 a.m. local time in the City of New York on that same Business Day, release the Escrow Property as directed and in the manner set forth in the Release Notice from the Escrow Company; or; (b) if at any time prior to the Escrow End Date, the Escrow Agent receives a written notice from the Escrow Company (or an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3(e)(iv3(a)(iv) hereof) setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit C hereto, and a Release Notice, substantially in the form of Exhibit B, executed by an Authorized Person Representative of the Escrow Company, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified for the Special Mandatory Redemption, and shall release the Escrow Property as directed and in the manner set forth in the Release Notice from the Company; or (c) if at any time prior to the Escrow End Date, the Escrow Agent receives an Officer’s Certificate from the Company substantially in the form of Exhibit A, and a written notice from the Company (or an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3(a)(iv) hereof) setting forth the date on which a Partial Redemption will occur (a “Partial Redemption Notice”) in the form of Exhibit D hereto, and a Release Notice, substantially in the form of Exhibit B, executed by an Authorized Representative of the Company, the Escrow Agent shall liquidate the portion of the Escrow Property with respect to an amount of the gross proceeds of the Notes as indicated by the Company on the Partial Redemption Notice, which amount shall not exceed $25,000,000 (the “Partial Redemption Property”), no later than one (1) Business Day prior to the date specified for the Partial Redemption, and shall release the Partial Redemption Property as directed and in the manner set forth in the Release Notice from the Company.