Common use of Escrow Funds Clause in Contracts

Escrow Funds. (a) On the Closing Date, Parent shall, or shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”), (ii) the [***] Warrant Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow Funds”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow Funds.

Escrow Funds. (a) On the Closing Date, Parent shall, the Borrower shall deposit (or shall cause instruct the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount to the Adjustment and [***] Escrow Administrative Agent to hold in escrow as an escrow fund deposit) $150,000,000 of the proceeds from the Initial Term Loans (the “Adjustment Escrow Fund”), (ii) the [***] Warrant Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow Funds”), ) into the Closing Date Escrow Account. (b) The Escrow Funds shall remain in each case, under either the terms of (A) this Agreement and Closing Date Escrow Account or the Adjustment and [***] Successor Escrow Agreement with respect to Account until the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit earlier of (i) the Adjustment Escrow Amount with date of the Adjustment Closing and [***] Escrow Agent, (ii) the [***] Warrant date that the Borrower is required to prepay the Initial Term Loans pursuant to Section 2.12(f) (such date, the “Escrow Amount with Release Date”). Upon the Adjustment and [***] Escrow AgentRelease Date, and (iii) the PPP Loan Escrow Amount with Funds shall be applied by the PPP Loan Escrow Agent, in each case, Borrower to fund the Acquisition in accordance with the preceding sentenceAsset Purchase Agreement or to prepay the Initial Term Loans, Parent as applicable. (c) So long as no Default or Event of Default shall have occurred and be deemed to have contributed on behalf of each Company Seller itscontinuing, his or her Excess Pro Rata Share of after the Adjustment Escrow Amount, the [***] Warrant Escrow Amount Closing Date and the PPP Loan Escrow Amount prior to the Escrow FundsRelease Date, the Borrower may transfer the Escrow Funds from the Closing Date Escrow Account to a securities account or deposit account maintained at a financial institution reasonably acceptable to the Administrative Agent and the Collateral Agent (the “Successor Escrow Account”) and with an escrow agent reasonably acceptable to the Administrative Agent and the Collateral Agent (the “Successor Escrow Agent”); provided that, prior to any such transfer, (1) the Borrower, the Administrative Agent, the Collateral Agent and the Successor Escrow Agent shall have entered into an escrow agreement governing such Successor Escrow Account (the “Successor Escrow Account Agreement”) on terms satisfactory in all respects to the Administrative Agent and the Collateral Agent in their sole discretion (such terms to include, without limitation, (i) restrictions on the ability to amend such escrow agreement without the prior written consent of the Administrative Agent and the Collateral Agent and (ii) requirement that any disbursement of Escrow Funds from such Successor Escrow Account must be applied in accordance with Section 5.04(b)), (2) the Borrower, the Collateral Agent and such successor financial institution shall have entered into an account control agreement with respect to such Successor Escrow Account (the “Successor Escrow Account Control Agreement”) on terms satisfactory in all respects to the Administrative Agent and the Collateral Agent in their sole discretion, and (3) the Borrower shall deliver an opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent with respect to such Successor Escrow Account Control Agreement and similar to the legal opinion delivered on the date hereof with respect to the Closing Date Escrow Account.

Escrow Funds. (a) On As more specifically provided in the Escrow Agreement, on the Closing Date, Parent shall, or shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount cash in an amount equal to the Adjustment Cash Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "ADJUSTMENT CASH FUND" to be governed by the terms set forth in this Agreement and [***] in the Escrow Agreement. The Adjustment Cash Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which all remaining cash in the Adjustment Cash Fund is paid to Buyer and/or Seller pursuant to Section 2.7. (b) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Adjustment Stock Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "ADJUSTMENT STOCK FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. The Adjustment Stock Fund shall be held in escrow by the Escrow Agent following the Closing Date until the date on which all remaining shares of Buyer Common Stock in the Adjustment Stock Fund are delivered to Buyer and/or Seller pursuant to Section 2.7. (c) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Indemnity Escrow will be held in escrow by the Escrow Agent, such amount to constitute the "INDEMNITY FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. Subject to the following requirements, the Indemnity Fund shall be held in escrow by the Escrow Agent following the Closing Date until the Expiration Date (the period of time from the Closing Date through and including the Expiration Date is referred to herein as the "INDEMNITY ESCROW PERIOD"). Upon termination of the Indemnity Escrow Period, Buyer shall direct the Escrow Agent to hold deliver to Seller all shares of Buyer Common Stock remaining in escrow as an escrow fund the Indemnity Fund; provided, however, that (the “Adjustment Escrow Fund”), (ii1) the [***] Warrant Indemnity Escrow Amount Period shall not terminate with respect to such amount that is necessary, in the Adjustment reasonable judgment of Buyer, to satisfy pending claims for indemnification asserted by Buyer pursuant to Article VII, and [***] (2) as soon as all such claims, if any, have been resolved, Buyer shall direct the Escrow Agent to hold deliver to Seller the remaining portion of the Indemnity Fund not required to satisfy such claims. (d) As more specifically provided in the Escrow Agreement, on the Closing Date, shares of Buyer Common Stock in an amount equal to the Litigation Escrow will be held in escrow as an by the Escrow Agent, such amount to constitute the "LITIGATION FUND" to be governed by the terms set forth in this Agreement and in the Escrow Agreement. Subject to the following requirements, the Litigation Fund shall be held in escrow fund by the Escrow Agent following the Closing Date until the date on which the last of the Actions set forth in Schedule 2.4(c) of the Company Disclosure Schedule (the “[***] Warrant "SPECIFIED ACTIONS") shall have been conclusively resolved (the period of time from the Closing Date through and including the date of such resolution is referred to herein as the "LITIGATION ESCROW PERIOD"). Upon termination of the Litigation Escrow Fund”) and (iii) Period, Buyer shall direct the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold deliver to Seller all shares of Buyer Common Stock remaining in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Litigation Fund, collectively, the “Escrow Funds”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement less all Losses incurred by Buyer with respect to which Buyer is entitled to be indemnified pursuant to Section 7.3(a)(3). If, at any time during the Adjustment Litigation Escrow FundPeriod, (B) this Agreement and there are insufficient assets in the [***] Warrant Litigation Fund to indemnify Buyer for such Losses, then until the expiration of the Indemnity Escrow Agreement with respect to Period the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent Indemnity Fund shall be deemed available to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount indemnify Buyer for any and the PPP Loan Escrow Amount to the Escrow Fundsall such Losses.

Escrow Funds. There may be Periodic Payments due under this Deed of Trust, until such time as the Principal Amount has been paid in full, and there is no longer any money owing. As such, the Borrower herein agrees to pay to the Lender, ________________________, additional monies (athe "Escrow Funds") On to provide for the Closing Datepayment of the following "Escrow Items": Any and all yearly property and/or schools taxes, Parent shallassessments or other items, or shall cause which are considered a priority over this Deed of Trust as an encumbrance and/or lien on the Paying Agent Property; Lease Payment, if any, which may be associated with the Property; Payment for any and all insurance premiums related with the Property, including but not limited to, transferMortgage Insurance which may be required by the Lender. It is the responsibility of the Borrower to ensure that the Lender is made aware of any and all monies that require payments with regards to this Section. Upon the request of the Lender, by wire transfer of immediately available fundsthe Borrower shall provide any receipts, (i) the Adjustment Escrow Amount bills, and/or invoices verifying or validating such payments to the Adjustment Lender. Should the Borrower fail to make said payments in a timely manner, the Lender, at its discretion, make any and [***] all past due payments of the aforementioned "Escrow Agent Items," and as such, the Borrower shall then be obligated to hold in escrow as an escrow fund (repay the “Adjustment Escrow Fund”), (ii) Lender for any such amount paid. The Lender shall have the [***] Warrant Escrow Amount option to waive any of the Borrower's obligations to repay monies to the Adjustment Lender for any and [***] all "Escrow Agent to hold in escrow Items" as an escrow fund (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount it may deem fit by providing to the PPP Loan Borrower written notice of said waiver. If the Lender provides no such waiver, it then becomes the responsibility of the Borrower to make immediate payment directly to the Lender, when and where payable as designated by the Lender, for the full amount due for any and all Escrow Agent Items. Should the Borrower be obligated to hold ensure payment of "Escrow Items" directly, and said Borrower fails to ensure such payments are made in escrow as an escrow fund (a timely fashion, then the “PPP Loan Escrow Fund” and, together with Lender reserves the Adjustment Escrow Fund right under this Section to make payment for such amounts and Borrower shall be obligated to repay the [***] Warrant Escrow Fund, collectively, Lender for any such amount. It is the “responsibility of the Borrower to collect and deposit "Escrow Funds”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, " in accordance with the preceding sentence, Parent Real Estate Settlement Procedures Act ("RESPA"). The Lender shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share provide an estimate of the Adjustment amount of the "Escrow AmountFunds" due in accordance with applicable State and/or Federal Law. Should there be a surplus of funds held in escrow, as defined in the RESPA, the [***] Warrant Escrow Amount Lender shall then provide to the Borrower the excess funds in accordance with the RESPA guidelines. However, should there be a deficiency of said funds held in escrow, then the Lender shall immediately notify the Borrower in writing of such deficiency and the PPP Loan Escrow Amount Borrower, at that time, must make immediate payment to the Lender any amount necessary to offset the deficiency. Once payment has been made in full of all "Escrow FundsItems," the Lender shall then promptly refund to the Borrower any excess funds which may be held by the Lender.

Escrow Funds. (a) Prior to the Effective Time, Parent shall appoint a bank or trust company or other entity to act as the escrow agent (the “Escrow Agent”), and shall execute and deliver an escrow agreement in a form that is mutually acceptable to both Parent and the Company, in their reasonable discretion (the “Escrow Agreement”). (i) Pursuant to the Escrow Agreement, ten percent (10%) of the aggregate shares of Parent Common Stock (rounded up to the nearest whole share) to be issued to the Company Stockholders (the “General Escrow Shares”) at the Effective Time of the Merger (the “General Escrow Fund”) pursuant to Section 3.1(c) shall be issued in the name of, and paid to, the Escrow Agent on behalf of the Company Stockholders and retained in escrow pursuant to this Section 3.3, Article IX and the terms of the Escrow Agreement. (ii) Pursuant to the Escrow Agreement, ten percent (10%) of the aggregate shares of Parent Common Stock (rounded up to the nearest whole share) to be issued to the Company Stockholders (the “Tax Escrow Shares” and, together with the General Escrow Shares, the “Escrow Shares”) at the Effective Time of the Merger (the “Tax Escrow Fund,” and together with the General Escrow Fund, the “Escrow Fund”) pursuant to Section 3.1(c) shall be issued in the name of, and paid to, the Escrow Agent on behalf of the Company Stockholders and retained in escrow pursuant to this Section 3.3 and Section 7.11 and the terms of the Escrow Agreement. (b) On the Closing Date, Parent shall, or shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount deliver to the Adjustment and [***] Escrow Agent a certificate or certificates representing the General Escrow Shares. The General Escrow Fund shall be held by the Escrow Agent exclusively for the purpose of securing Parent Indemnity Claims pursuant to hold in escrow as an escrow fund Article IX hereof. The General Escrow Fund shall be held by the Escrow Agent for a period of twelve (12) months after the Closing Date (the “Adjustment General Escrow FundEnd Date”) under the Escrow Agreement pursuant to the terms thereof; provided, however, that only so much of the General Escrow Fund will be released to the Company Stockholders after the General Escrow End Date as having a value (for the General Escrow Shares, as determined by Section 9.7(c)) in excess of the amount of the Parent Indemnity Claims that have been made and that have been determined to be valid or not yet determined to be invalid pursuant to Article IX hereof as of the Escrow End Date. Except to the extent of such Parent Indemnity Claims which have been made and have been determined to be valid or not yet determined to be invalid pursuant to Article IX hereof, the General Escrow Shares to be delivered to Company Stockholders on or after the General Escrow End Date shall be delivered in the name of such Company Stockholders. Deliveries of shares of General Escrow Shares remaining in the General Escrow Fund at the General Escrow End Date shall be made within five (5) Business Days following the General Escrow End Date ratably in proportion to their respective contributions to the General Escrow Fund as provided in the Escrow Agreement. Each Company Stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be entitled to receive from the Exchange Agent within five (5) Business Days following the General Escrow End Date an amount of cash in accordance with Section 3.6(e). Within five (5) Business Days of the resolution of the Parent Indemnity Claims that have been made as of the General Escrow End Date and for which General Escrow Shares were held back in the General Escrow Fund pursuant to this Section 3.3(b), (ii) the [***] Warrant remaining General Escrow Amount Shares and cash for payment in lieu of fractional General Escrow Shares shall be delivered to Company Stockholders ratably in proportion to their respective contributions to the Adjustment General Escrow Fund as provided in the Escrow Agreement. The Stockholder Representative shall provide Parent with such services and [***] assistance as reasonably requested by Parent in satisfying its duties under this Section 3.3(b). (c) On the Closing Date, Parent shall deliver to the Escrow Agent a certificate or certificates representing the Tax Escrow Shares. The Tax Escrow Fund shall be held by the Escrow Agent exclusively for the purpose of securing Tax Liability claims owed to hold in escrow as an escrow fund Parent pursuant to Section 7.11 hereof (the “[***] Warrant Tax Liability Claims”). The Tax Escrow Fund”) and (iii) Fund shall be held by the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (until the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow Funds”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit later of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, Closing or (ii) the [***] Warrant delivery of a Final Tax Audit Report, under the Escrow Amount with Agreement pursuant to the Adjustment terms thereof; provided, however, that only so much of the Tax Escrow Fund will be released to the Company as having a value (for the Tax Escrow Shares, as determined by Section 9.7(c)) in excess of the amount of the Tax Liability Claims and [***] any other amounts owed to Parent pursuant to Section 7.11. The Tax Escrow Agent, and Shares shall be delivered to Company Stockholders in the name of such Company Stockholders. Deliveries of Tax Escrow Shares remaining in the Tax Escrow Fund in excess of the Tax Liability Claims shall be made within five (iii5) Business Days following the PPP Loan payment to the Parent pursuant to Section 7.11(b) ratably in proportion to their respective contributions to the Tax Escrow Amount with Fund as provided in the PPP Loan Escrow Agent, in each case, Agreement. Each Company Stockholder who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be entitled to receive from the Exchange Agent within five (5) Business Days following payment to the Parent pursuant to Section 7.11(b) an amount of cash in accordance with the preceding sentence, Section 3.6(e). The Stockholder Representative shall provide Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount with such services and the PPP Loan Escrow Amount to the Escrow Fundsassistance as reasonably requested by Parent in satisfying its duties under this Section 3.3(c).

Escrow Funds. The following amounts shall be deducted from the Closing Consideration of Seller 1, Seller 2, Seller 3, and Seller 5 (the “Sellers-IV”) as set out in Exhibit 2.4 and shall only be paid as set out below: (a) On EUR *****. This amount shall be deposited at Closing in an escrow account (the “Working Capital Escrow Fund”) pursuant to the Escrow Agreements attached hereto as Exhibit 2.4(a) (together the “Escrow Agreements”). Payment of said amount shall be made as follows: (i) Within 30 days of the Closing, Purchaser shall calculate the difference between the Net Working Capital as reflected in the Estimated Closing Balance Sheet and the Reference Balance Sheet. If the Net Working Capital as per the Reference Balance Sheet exceeds the Net Working Capital as per the Estimated Closing Balance Sheet, Purchaser shall be paid such difference from the Working Capital Escrow Fund, *****. If the Net Working Capital as per the Estimated Closing Balance Sheet exceeds the Net Working Capital as per the Reference Balance Sheet the difference shall be paid by the Purchaser to ***** as set out in Exhibit 2.4, *****. Any payment pursuant to this clause (i) shall be referred to as the “Preliminary Working Capital Adjustment”. (ii) Purchaser shall calculate the difference between the Net Working Capital as reflected in the Estimated Closing Balance Sheet and the Trued Up Balance Sheet. If the Net Working Capital as per the Estimated Closing Balance Sheet exceeds the Net Working Capital as per the Trued Up Balance Sheet, Purchaser shall be paid such difference from the Working Capital Escrow Fund. If the Net Working Capital as per the Trued Up Balance Sheet exceeds the Net Working Capital as per the Estimated Closing Balance Sheet the difference shall be paid by the Purchaser to the ***** as set out in Exhibit 2.4. There shall be no cap applicable to any such payments, and to the extent the Preliminary Working Capital Adjustment was reduced because of the cap set forth in clause (i) above, such amount shall be included in the payment under this clause (ii) to the extent required to reflect the difference between the Net Working Capital set forth in the Trued Up Balance Sheet and the Net Working Capital set forth in the Reference Balance Sheet. To the extent that the Working Capital Escrow Fund is insufficient to pay any working capital adjustment, Purchaser shall be entitled to claim such amounts against the Indemnity Escrow Fund, and to the extent Purchaser made a payment under clause (i) above, but is entitled to receive a payment under this clause (ii), Purchaser may also claim payment from each ***** for such Sellers’ portion. Any payment to be made pursuant to this clause (ii) shall be referred to as the “Trued Up Working Capital Adjustment” and shall forthwith be made upon final determination of the Trued Up Working Capital Adjustment. For the determination of the Trued Up Working Capital Adjustment the following procedure shall apply: (1) Within ***** days after the Closing Date, Parent shall, or shall cause the Paying Agent to, transfer, by wire transfer Purchaser will prepare and deliver to each of immediately available funds, the ***** written notice (for this clause the “Adjustment Notice”) containing (i) the Adjustment Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”)Trued Up Balance Sheet, (ii) the [***] Warrant Escrow Amount to Purchaser’s calculation of the Adjustment and [***] Escrow Agent to hold in escrow Net Working Capital as an escrow fund (reflected on the “[***] Warrant Escrow Fund”) Trued Up Balance Sheet and (iii) the PPP Loan Escrow Amount to Purchaser’s calculation of the PPP Loan Escrow Agent to hold in escrow as an escrow fund Trued Up Working Capital Adjustment. (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [2) Within ***] Warrant Escrow Fund, collectively** days after delivery of the Adjustment Notice, the “Escrow Funds”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect **, acting jointly, will deliver to the Adjustment Escrow Fund, (B) this Agreement and Purchaser a written response in which the [***] Warrant Escrow Agreement **, acting jointly will either: (x) agree in writing with respect the Purchaser’s calculation of the Trued Up Working Capital Adjustment, in which case such calculation will be final and binding on the parties for purposes of Section 2.4(a)(ii) above; or (y) dispute Purchaser’s calculation of the Trued Up Working Capital Adjustment as set forth in the Adjustment Notice by delivering to the [Purchaser a written notice (for this clause a “Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. For purposes of this Section 2.4(a)(ii)(2)(y), the ***] Warrant Escrow Fund, ** may not deliver a Dispute Notice on the basis that the Purchaser’s calculation of the Net Working Capital and (C) this Agreement and the PPP Loan Escrow Agreement with respect Trued Up Working Capital Adjustment be incorrect due to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [a mistake attributable to a ***] Escrow Agent, (ii) ** or to the [Acquired Company while under control of the ***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow Funds.

Escrow Funds. (a) On At the Closing DateClosing, Parent shallPurchaser, Sellers and an escrow agent reasonably acceptable to Purchaser and Sellers (the “Escrow Agent”) shall enter into an escrow agreement (the “Escrow Agreement”) substantially in the form of Exhibit C. (b) At the Closing, Purchaser shall deposit, or shall cause to be deposited, with the Paying Escrow Agent tothe Indemnity Escrow Amount. The Indemnity Escrow Fund shall be held in an escrow account by the Escrow Agent in accordance with the Escrow Agreement and shall be available to compensate Purchaser for certain Losses as provided in Article VIII and otherwise as expressly provided in this Agreement. To the extent not used for such purposes, transferthe Indemnity Escrow Fund shall be released as provided in this Section 2.4, Article VIII and the Escrow Agreement. (c) At the Closing, if the Alternative Agreement Termination Date shall not have occurred prior to such time, Purchaser shall deposit, or shall cause to be deposited, with the Escrow Agent the Alternative Agreement Escrow Amount. The Alternative Agreement Escrow Fund shall be held in an escrow account by wire transfer the Escrow Agent in accordance with the Escrow Agreement and shall be available to compensate Purchaser for all Losses arising or relating to the Alternative Assumed Agreements. To the extent not used for such purposes, the Alternative Agreement Escrow Fund shall be released as provided in this Section 2.4, Article VIII and the Escrow Agreement. (d) The Indemnity Escrow Fund shall be disbursed by the Escrow Agent as follows: (i) from time to time prior to the date which is eighteen (18) months after the Closing Date (the “General Indemnity Escrow Release Date”), the Indemnity Escrow Fund shall be disbursed by the Escrow Agent to Purchaser to the extent required to pay indemnification obligations of immediately available fundsthe Sellers under Article VIII; provided, however, that such disbursements shall be made by the Escrow Agent only upon (and in each case within five (5) Business Days of) receipt of (x) joint written instructions executed by Purchaser and Sellers (a “Joint Written Instruction”), (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement; (ii) on the fifth (5th) Business Day following each of the six (6) month and twelve (12) month anniversaries of the Closing Date (each six (6) month and twelve (12) month anniversary and the General Indemnity Escrow Release Date, an “Indemnity Escrow Release Date”), any portion of the Indemnity Escrow Fund in excess of the then applicable Indemnity Escrow Minimum shall be disbursed by the Escrow Agent to Sellers, provided, however, that if as of the applicable Indemnity Escrow Release Date, there are Unresolved Claims in excess of the then applicable Indemnity Escrow Minimum, the Escrow Agent shall not make such disbursement to Sellers until the Unresolved Claims in respect of Pending Claim Amounts in excess of the then applicable Escrow Minimum have been finally determined, in which case each such Pending Claim Amount in excess of the then applicable Indemnity Escrow Minimum shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein; (iii) on the fifth (5th) Business Day following the General Indemnity Escrow Release Date, the remaining balance, if any, of the Indemnity Escrow Fund (less any Pending Claim Amount) shall be disbursed by the Escrow Agent to Sellers; and (iv) after the General Indemnity Escrow Release Date, each Pending Claim Amount shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. (e) The Alternative Agreement Escrow Fund shall be disbursed by the Escrow Agent as follows: (i) from time to time prior to Alternative Agreement Termination Date, the Alternative Agreement Escrow Fund shall be disbursed by the Escrow Agent to Purchaser to the extent required to pay indemnification obligations of Sellers under Article VIII in respect of Losses arising out of or relating to the Alternative Assumed Agreements; provided, however, that such disbursements shall be made by the Escrow Agent only upon (and in each case within five (5) Business Days of) receipt of (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement; (ii) on the fifth (5th) Business Day following the Alternative Agreement Termination Date, the remaining balance, if any, of the Alternative Agreement Escrow Amount (less any Pending Claim Amount) shall be disbursed by the Escrow Agent to Sellers; and (iii) after the Alternative Agreement Termination Date, each Pending Claim Amount shall be paid by the Escrow Agent to Purchaser or Sellers, as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) a Joint Written Instruction, (y) an Order Notice or (z) an Award Notice, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. (f) For purposes of this Agreement, the term “Unresolved Claims” shall mean, (i) the Adjustment Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”), (ii) the [***] Warrant Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow Funds”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Indemnity Escrow Fund, as of each Indemnity Escrow Release Date, the aggregate amount of all claims by Purchaser Indemnified Parties for indemnification pursuant to Article VIII, or (Bii) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Alternative Agreement Escrow Fund, and (C) this as of the Alternative Agreement and Termination Date, the PPP Loan Escrow Agreement with respect aggregate amount of all claims by Purchaser Indemnified Parties for indemnification for Losses arising out of relating to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow AgentAlternative Assumed Agreements, in each case, case that have not previously been resolved or satisfied in accordance with the preceding sentencethis Agreement or that were otherwise unsatisfied as of such Indemnity Escrow Release Date or Alternative Agreement Termination Date, Parent shall be deemed to have contributed on behalf of each Company Seller itsas applicable, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount for which Purchaser has provided written notice to the Escrow FundsAgent and Sellers on or prior to such Indemnity Escrow Release Date or Alternative Agreement Termination Date, as applicable, and the term “Pending Claim Amount” shall mean each amount in respect of an Unresolved Claim.

Escrow Funds. (a) On At the Closing, Acquirer shall withhold the Adjustment Escrow Amount, the Retention Escrow Amount and the Specified Matters Indemnity Escrow Amount from the Closing DateCash Consideration payable pursuant to Section 1.9(a), Parent shall, or and shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) deposit the Adjustment Escrow Amount to with CitiBank, N.A. as escrow agent (the “Escrow Agent”) (the aggregate value of the Adjustment and [***] Escrow Amount so held by the Escrow Agent from time to hold in escrow as an escrow fund (time, the “Adjustment Escrow Fund”), which Adjustment Escrow Fund shall be placed in a separate account from the Retention Escrow Fund and the Specified Matters Indemnity Escrow Fund, which account shall governed by the provisions relating to the Adjustment Escrow Fund in this Agreement and the Escrow Agreement, (ii) deposit the [***] Warrant Retention Escrow Amount to the Adjustment and [***] with Escrow Agent to hold in escrow as an escrow fund (the aggregate value of the Retention Escrow Amount so held by the Escrow Agent from time to time, the “[***] Warrant Retention Escrow Fund”) and (iii) the PPP Loan ), which Retention Escrow Amount to the PPP Loan Escrow Agent to hold Fund shall be placed in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with a separate account from the Adjustment Escrow Fund and the [***] Warrant Escrow Specified Matters Indemnity Fund, collectively, which account shall be governed by the “provisions relating to the Retention Escrow Funds”), Fund in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement and (iii) deposit the Specified Matters Indemnity Escrow Amount with Escrow Agent (the aggregate value of the Specified Matters Indemnity Escrow Amount so held by the Escrow Agent from time to time, the “Specified Matters Indemnity Escrow Fund”), which Specified Matters Indemnity Escrow Fund shall be placed in a separate account from the Adjustment Escrow Fund and the Retention Escrow Fund, which account shall be governed by the provisions relating to the Specified Matters Indemnity Escrow Fund in this Agreement and the Escrow Agreement. (b) The Adjustment Escrow Fund shall serve as the sole source of recovery of Acquirer (or any Acquirer Related Party) with respect to, and Acquirer’s (and the Acquirer Related Parties’) sole and exclusive remedy against Seller (or any Seller Related Party) for, any Post-Closing Adjustment that is a negative number or otherwise relating to the calculation of Closing Working Capital, the Post-Closing Adjustment Amount or the Closing Cash Consideration or any certificate delivered by Seller in connection with any of the foregoing. (c) The Retention Escrow Fund shall serve as the sole source of recovery of Acquirer (or any Acquirer Related Party) with respect to, and Acquirer’s (and the Acquirer Related Parties’) sole and exclusive remedy against Seller (or any Seller Related Party) for, Seller’s share of the Retention Amount Losses (as contemplated by Section 9.1(b)). The Escrow Agent shall hold the Retention Escrow Funds until 11:59 p.m. Eastern prevailing time on the Retention Drop Down Date (the “Retention Escrow Release Date”) and shall release any remaining Retention Escrow Fund to Seller, together with interest accrued on the Retention Escrow Fund, to Seller on the Retention Escrow Release Date. (d) The Specified Matters Indemnity Escrow Fund shall serve as the sole source of recovery of Acquirer (or any Acquirer Related Party) with respect to, and Acquirer’s (and the Acquirer Related Parties’) sole and exclusive remedy against Seller (or any Seller Related Party) for any indemnification claims made pursuant to Section 9.2(a)(ii) or otherwise under this Agreement in respect of (i) the Legal Proceedings identified on Schedule 2.5 (Litigation) of the Seller Disclosure Schedules or (ii) otherwise in respect of Specified Indemnified Taxes. The Escrow Agent shall hold the Specified Matters Indemnity Escrow Funds until 11:59 p.m. Eastern prevailing time on the first (1st) anniversary of the Closing Date (the “Specified Matters Indemnity Escrow Release Date”) and shall release any remaining Specified Matters Indemnity Escrow Funds, together with interest accrued thereon, to Seller on the Specified Matters Indemnity Escrow Release Date. (e) Neither the Retention Escrow Fund, nor the Adjustment Escrow Fund, nor the Specified Matters Indemnity Escrow Fund (Bin each case including any portion thereof) this Agreement and the [***] Warrant Escrow Agreement with respect nor any beneficial interest therein may be pledged, subjected to the [***] Warrant Escrow Fundany Encumbrance, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit sold, assigned or transferred by Seller or be taken or reached by any legal or equitable process in satisfaction of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agentany debt or other Liability of Seller, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount case prior to the Escrow Fundsrelevant release date.

Escrow Funds. At the Closing, Buyer shall deliver (a) On the Indemnification Escrow Shares and (b) the Escrowed Cash Consideration (as increased from time to time by the amount of any interest, dividends, earnings and other income on such aggregate amounts, the “Indemnification Escrow Funds”) to the escrow agent in connection with this Agreement (in such capacity, the “Escrow Agent”) to be held and delivered by the Escrow Agent in accordance with the terms and provisions of a certain escrow agreement that shall be executed and delivered by Buyer, the Company, the Stockholder Representative and the Escrow Agent at the Closing Date, Parent shall, or shall cause substantially in the Paying Agent to, transfer, by wire transfer of immediately available funds, form attached hereto as Exhibit A (the “Escrow Agreement”). The Parties agree that in accordance with Revenue Procedure 84-42: (i) the Adjustment Indemnification Escrow Amount to Shares shall appear as issued and outstanding on all balance sheets of the Adjustment Buyer and [***] shall be legally outstanding under applicable state Law; (ii) all dividends paid on any Indemnification Escrow Share during the entire period such share is held in escrow will be distributed when received by the Escrow Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”), (ii) the [***] Warrant Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “[***] Warrant Escrow Fund”) applicable Selling Stockholder; and (iii) all voting rights of the PPP Loan Indemnification Escrow Amount to Shares shall be exercisable by the PPP Loan Escrow Agent to hold applicable Selling Stockholder during the entire period such shares are held in escrow in the same manner as such shares would be entitled to such voting rights upon release of the relevant Indemnification Escrow Share from escrow. The Indemnification Escrow Shares and the Indemnification Escrow Funds shall be placed in an escrow fund account (the “PPP Loan Indemnification Escrow Fund” andAccount”). The Indemnification Escrow Account shall be established solely to secure the indemnification obligations of the Selling Stockholders, together with the Adjustment as set forth in Article X hereof. The Indemnification Escrow Fund Shares and the [***] Warrant Indemnification Escrow FundFunds shall be held in the Indemnification Escrow Account for a period of the longer of (a) twelve (12) months from the Closing Date or (b) the completion of the Buyer’s audited financial statements (on a consolidated basis, collectivelyincluding with respect to the Company) for the fiscal year ended March 31, 2009 by the Buyer’s independent public accountants but in any event no later than fifteen (15) months from the Closing Date (such period, the “Escrow FundsPeriod”), unless such Indemnification Escrow Shares or the Indemnification Escrow Funds or any portion thereof are otherwise earlier distributed or held in each case, under the terms escrow following such Escrow Period in respect of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, any unresolved claims relating thereto in accordance with the preceding sentenceterms and provisions of the Escrow Agreement. Upon expiration of the Escrow Period, Parent all Indemnification Escrow Shares or Indemnification Escrow Funds remaining in the Indemnification Escrow Account shall be deemed distributed to have contributed on behalf of each Company Seller itsthe Stockholder Representative, his or her Excess Pro Rata Share the Selling Stockholders and/or Buyer in accordance with the terms and provisions of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow FundsAgreement.

Escrow Funds. (aA) On the Closing Date, Parent shall, or The parties shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) all interest and gains earned or realized (“Earnings”) on the Adjustment Company Escrow Amount Cash and (ii) all stock dividends, distributions in the form of securities (including shares distributed in a stock split) and any proceeds from any sale or liquidation (excluding cash dividends or other cash distributions) (“Stock Dividends and Proceeds”) with respect to the Adjustment and [***] Company Escrow Agent Shares to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”), (ii) the [***] Warrant Escrow Amount be added to the York Deposit. The Adjustment and [***] Company Escrow Agent to hold in escrow as an escrow fund (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” andCash, together with the Earnings related thereto, and the Adjustment Company Escrow Shares, together with the Stock Dividends and Proceeds related thereto, are collectively referred to herein as the “York Adjustment Escrow Fund.” (B) The parties shall cause all Stock Dividends and Proceeds with respect to the Company Indemnity Escrow Shares to be added to the York Deposit. The Company Indemnity Escrow Shares, together with the Stock Dividends and Proceeds related thereto, are collectively referred to herein as the “General York Escrow Fund.” (C) The parties shall cause all Stock Dividends and Proceeds with respect to the Special Environmental Escrow Shares to be added to the York Deposit. The Special Environmental Escrow Shares, together with the Stock Dividends and Proceeds related thereto, are collectively referred to herein as the “Special Environmental Escrow Fund” (and together with the York Adjustment Escrow Fund and the [***] Warrant General York Escrow Fund, collectivelythe “York Escrow Fund”). (D) The Escrow Agent will distribute any cash dividends or other cash distributions received by the Escrow Agent with respect to the Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares to the Indemnifying Company Stockholders (based on their Pro Rata Share thereof as specified on Exhibit A) within five (5) Business Days after the date of receipt. (b) The parties shall cause all Earnings on the DLJ Indemnity Escrow Deposit and the DLJ Adjustment Escrow Deposit to be added to the DLJ Deposit. The DLJ Adjustment Escrow Deposit, together with the Earnings related thereto, is referred to herein as the “DLJ Adjustment Escrow Fund.” The DLJ Indemnity Escrow Deposit, together with the Earnings related thereto, is referred to herein as the “General DLJ Escrow Fund” (and together with the DLJ Adjustment Escrow Fund and the York Escrow Fund, the “Escrow Funds”). (c) The Escrow Agent shall establish separate accounts for each of the Escrow Funds. The Escrow Agent will invest the cash portion of the Escrow Funds (including (w) the Adjustment Company Escrow Cash and any Earnings related thereto, in each case, under (x) the terms of (A) this Agreement DLJ Adjustment Escrow Fund and the General DLJ Escrow Fund, (y) the proceeds from any sale or liquidation of Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares and [***] Escrow Agreement (z) any cash dividends or other cash distributions with respect to Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares pending their distribution), in (i) obligations of the United States government, its agencies or independent departments, (ii) certificates of deposit issued by a banking institution, (iii) an interest-bearing account of a banking institution, or (iv) money market funds rated AA+ or better which are authorized to invest in short term securities issued, or guaranteed as to principal and interest, by the U.S. Government and repurchase agreements with respect to such securities (including any money market fund managed by the Escrow Agent and any of its affiliates) (collectively, the “Permitted Investments”) as directed by the Stockholders’ Representative in writing. (d) Any MCC Shares received as stock dividends (or as a result of a stock split) with respect to Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares shall be treated for purposes of this Agreement as Company Indemnity Escrow Shares, Special Environmental Escrow Shares or Adjustment Company Escrow Shares, as applicable. If the York Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant General York Escrow Agreement with respect to Fund or the [***] Warrant Special Environmental Escrow FundFund contains the proceeds from any sale or liquidation of Company Indemnity Escrow Shares, and (C) this Agreement and Special Environmental Escrow Shares or Adjustment Company Escrow Shares or distribution in the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit form of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agentsecurities other than MCC Shares, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent such proceeds shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow Fundsdistributed as provided in Section 5(m).

Escrow Funds. (a) On 1.1.1 Acquiror, Target and the Closing Date, Parent shall, or shall cause Stockholder Representative hereby appoint the Paying Escrow Agent to, transfer, by wire transfer of immediately available funds, (i) as the Adjustment escrow agent for the Escrow Amount to deposited with the Adjustment and [***] Escrow Agent pursuant to hold in escrow this Escrow Agreement for the purposes set forth herein. Each holder of Target Preferred Stock (each, a “Preferred Target Stockholder) shall be deemed to have deposited with the Escrow Agent as an escrow fund (part of the “Adjustment Escrow Fund”), (ii) the [***] Warrant Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as Notes having an escrow fund aggregate principal amount set forth opposite such Preferred Target Stockholder’s name on Schedule B hereto (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow FundsNotes”). Each holder of Target Common Stock (each, in each case, under the terms of (Aa “Common Target Stockholder) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed deposited with the Escrow Agent as part of the Escrow Amount an amount of cash as set forth opposite such Common Target Stockholder’s name on behalf of Schedule B hereto (collectively, the “Escrow Common Cash”). Schedule C attached hereto sets forth each Company Seller its, his or her Excess target Stockholder’s Pro Rata Share Portion of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow Funds. 1.1.2 The Escrow Agent hereby accepts appointment as the Escrow Agent and agrees to accept the Escrow Amount deposited in the escrow account and to hold, invest, if applicable, and disburse the Escrow Funds pursuant to the instructions set forth in Articles I and IV hereof. 1.1.3 Pursuant to the terms of the Merger Agreement, Acquiror will deposit the Escrow Amount with the Escrow Agent at the Effective Time. The Escrow Amount shall all be maintained by the Escrow Agent in a separate and segregated account established at the Escrow Agent for the receipt of the Escrow Amount (which separate and segregated account is referred to in this Escrow Agreement as the “Escrow Account”) and shall be held in such Escrow Account. The Escrow Amount that may be held in the Escrow Account from time to time is hereinafter referred to as “Escrow Funds.” Subject to the provisions of Article V, all interest from time to time received on the Escrow Notes, all interest, income and profits from time to time received on the cash issued in redemption of all or part of the Escrow Notes (the “Redemption Cash”) and all dividends, interest, income and profits from time to time received from any Acquiror Stock issued upon conversion of any of the Escrow Notes (all of which dividends, interest, income and profits are collectively referred to in this Escrow Agreement as the “Escrow Notes Income”) shall be paid by the Escrow Agent directly to each Preferred Target Stockholder, taking into account whether such Preferred Target Stockholder is entitled to the Escrow Notes Income resulting from such Preferred Target Stockholder’s Escrow Note, Redemption Cash or Acquiror Stock, or any combination of them, held in the Escrow Account as set forth on Schedule B hereto, and shall not be part of the Escrow Funds. Subject to the provisions of Article V, all interest, income and profits from time to time received on the Escrow Common Cash (all of which interest, income and profits are collectively referred to in this Escrow Agreement as the “Escrow Common Cash Income”) shall be paid by the Escrow Agent directly to each Common Target Stockholder entitled thereto in accordance with Schedule B hereto, and shall not be part of the Escrow Funds. Each payment of Escrow Notes Income and Escrow Common Cash Income shall be distributed promptly by the Escrow Agent upon receipt thereof from Acquiror, following the date hereof until the Escrow Account has been terminated pursuant to this Agreement.

Escrow Funds. (a) Prior to or on the Closing Date, Parent and the Stockholder Representatives shall appoint Bank of America, National Association (or its successor in interest or other institution selected by Parent with the consent of the Stockholder Representatives), as escrow agent (the “Escrow Agent”). (b) On the Closing Date, Parent shall, shall deposit or shall cause to be deposited with the Paying Agent to, transfer, by wire transfer of immediately available funds, Escrow Agent: (i) in an account separate from the Adjustment accounts in which the General Escrow Fund, the Employee Litigation Escrow Fund, the Keys Additional Employee Litigation Escrow Fund and the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share Purchase Price Escrow Amount to deducted from the Adjustment and [***] Escrow Agent to hold amounts payable in escrow respect of the Company Holders as of Closing. Such account shall constitute an escrow fund (the “Adjustment Purchase Price Escrow Fund”), ) which shall be available to compensate Parent for any negative Actual Adjustment pursuant to Section 1.8(e)(ii) and be governed by the terms set forth herein and in the Escrow Agreement. (ii) in an account separate from the [***] Warrant accounts in which the Purchase Price Escrow Fund, the Employee Litigation Escrow Fund, the Keys Additional Employee Litigation Escrow Fund and the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share General Escrow Amount to deducted from the Adjustment and [***] Escrow Agent to hold amounts payable in escrow respect of the Company Holders as of Closing. Such account shall constitute an escrow fund (the “[***] Warrant General Escrow Fund”) which shall be available to compensate Parent Indemnified Persons pursuant to the indemnification obligations of the Company Holders under Section 8.2(a) and be governed by the terms set forth herein and in the Escrow Agreement. (iii) in an account separate from the PPP Loan accounts in which the Purchase Price Escrow Fund, the General Escrow Fund, the Keys Additional Employee Litigation Escrow Fund and the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share Employee Litigation Escrow Amount to deducted from the PPP Loan Escrow Agent to hold amounts payable in escrow respect of the Company Holders as of Closing. Such account shall constitute an escrow fund (the “PPP Loan Employee Litigation Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant General Escrow Fund, collectively, the “Escrow Funds”)) which shall be available to compensate Parent Indemnified Persons pursuant to the indemnification obligations of the Company Holders under Section 8.2(b) and be governed by the terms set forth herein and in the Escrow Agreement and the Litigation Management Agreement. It is understood and agreed that (x) the Company believes that the ▇▇▇▇▇▇ Case and the Chen Case are without merit and intends to vigorously defend its rights with respect thereto, (y) the Employee Litigation Escrow Amount and the Keys Additional Employee Litigation Escrow Amount are based on, among other things, the amount demanded by the plaintiffs in the ▇▇▇▇▇▇ Case and the Chen Case, and (z) the Employee Litigation Escrow Amount and the Keys Additional Employee Litigation Escrow Amount do not in any way represent any estimate or indication of the amounts that the Company expects to pay or incur in resolving the ▇▇▇▇▇▇ Case and the Chen Case. (iv) in addition to the amount deposited pursuant to clause (iii) above, in each casean account separate from the accounts in which the Purchase Price Escrow Fund, under the General Escrow Fund, the Employee Litigation Escrow Fund and the Stockholder Representative Escrow Fund are held an amount of cash equal to the aggregate Per Share Keys Additional Employee Litigation Escrow Amount deducted from the amounts payable to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as of Closing. Such account shall constitute an escrow fund (the “Keys Additional Employee Litigation Escrow Fund”) which shall be governed by the terms of set forth herein and in the Escrow Agreement. Parent acknowledges and agrees that (A) funds in the Keys Additional Employee Litigation Escrow Fund are for the sole and exclusive benefit of the Company Holders (in their respective capacities as such) and, to the extent not released to the Company Holders pursuant to the Escrow Agreement, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, and (B) neither Parent nor any of its Affiliates shall have any right, title or interest in or claim upon any portion of the Keys Additional Employee Litigation Escrow Fund. (v) in an account (the “Stockholder Representative Escrow Account”) separate from the accounts in which the Purchase Price Escrow Fund, the General Escrow Fund, the Employee Litigation Escrow Fund and the Keys Additional Employee Litigation Escrow Fund are held an amount of cash equal to the aggregate Per Share Stockholder Representative Expense Amount deducted from the amounts payable in respect of the Company Holders as of Closing. Such account shall constitute an escrow fund (the “Stockholder Representative Escrow Fund”) (which fund, for the avoidance of doubt, shall include all amounts deposited pursuant to this clause (v) and clause (vi) below) which shall be available to defray, offset, or pay any charges, fees, costs, liabilities or expenses of the Stockholder Representatives incurred in connection with the transactions contemplated by this Agreement and the Adjustment and [***] Escrow Agreement with respect (and that are not otherwise paid pursuant to the Adjustment Escrow Fund, (B) terms and conditions of this Agreement and the [***] Warrant Escrow Agreement with respect Agreement) and be governed by the terms set forth herein and in the Escrow Agreement. (vi) in addition to the [***] Warrant amounts deposited pursuant to clause (v) above, in the Stockholder Representative Escrow FundAccount, and $750,000 in cash, which (C) this Agreement and the PPP Loan Escrow Agreement with respect in addition to the PPP Loan Escrow Fund. Upon deposit of uses permitted under clause (iv) above) shall be used by the Adjustment Escrow Amount with Stockholder Representatives (A) to pay for additional advisory fees or employee bonuses relating to the Adjustment and [***] Escrow AgentMerger, or (iiB) otherwise as determined by the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, Stockholder Representatives in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow FundsAgreement.

Escrow Funds. In accordance with the Escrow Agreement, Parent shall deposit or cause to be deposited with the Escrow Agent: (a) On the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”), to be held for the purpose of securing the indemnification obligations of the Stockholders set forth in this Agreement and the obligations pursuant to Section 2.17(d) and Section 7.03 for a period of eighteen (18) months from the Closing DateDate after which time the Indemnification Escrow Fund shall be disbursed by Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, Parent shallsubject, or in all cases, to the terms of the Escrow Agreement; provided, that, subject to the terms of this Agreement, Parent’s rights under this Agreement shall cause not be limited to the Paying Agent to, transfer, by wire transfer of immediately available funds, Indemnification Escrow Fund; (ib) the Purchase Price Adjustment Escrow Amount to (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (Agreement, the “Purchase Price Adjustment Escrow Fund”), (ii) to be held for the [***] Warrant purpose of securing the obligations of the Stockholders in Section 2.17(d), and after the Post-Closing Adjustment has been resolved and paid, the balance, if any, of the Purchase Price Adjustment Escrow Amount to the Adjustment and [***] shall be disbursed by Escrow Agent to hold the Stockholders in escrow as an escrow fund accordance with their Pro Rata Shares, subject, in all cases, to the terms of the Escrow Agreement; and (c) the Stockholder Representative Expense Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Stockholder Representative Expense Fund” andand together, together with the Adjustment Indemnification Escrow Fund and the [***] Warrant Purchase Price Adjustment Escrow Fund, collectively, the “Escrow Funds”), to be held for the purpose of funding any expenses of Stockholder Representative arising in each caseconnection with the administration of Stockholder Representative’s duties in this Agreement after the Effective Time, under and the Stockholder Representative Expense Fund shall be fully disbursed on or before eighteen (18) months from the Closing Date by Escrow Agent to the Stockholders in accordance with their Pro Rata Shares, unless Stockholder Representative directs the Escrow Agent in writing to retain such funds for a longer period of time, subject, in all cases, to the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow FundsAgreement.

Escrow Funds. (a) On the Closing Date, Parent shall, or shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount deliver to the Adjustment and [***] Escrow Agent Agent, as a contribution to hold the Escrow Fund, cash in escrow as an escrow fund amount equal to $5,000,000 (the “Adjustment Escrow FundAmount”). The Escrow Fund shall be available to hold harmless and indemnify each of the Indemnitees for any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, (ii) or are in connection with the [***] Warrant Escrow Amount matters set forth in this Agreement, including to hold harmless and indemnify each of the Indemnitees for the Working Capital Deficit Adjustment. Subject to the Adjustment and [***] limitations set forth in Section 9, no Indemnitee shall be entitled to any direct indemnification from the Indemnitors unless the Escrow Fund has been first exhausted or is subject to pending claims that would exhaust the Escrow Fund or the Escrow Agreement has terminated. The Escrow Fund shall be held by the Escrow Agent to hold in escrow as an escrow fund (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together accordance with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow Funds”), in each case, under the terms of (A) this Agreement and the Adjustment terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and [***] Escrow Agreement with respect shall not be subject to the Adjustment Escrow Fundany lien, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fundattachment, trustee process or any other judicial process of any creditor of any Person, and (C) this Agreement shall be held and disbursed solely for the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment purposes and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share terms of the Adjustment Escrow Amount, Agreement. Each distribution of cash made from the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount Fund to the Escrow FundsContributors shall be made on a pro rata basis in proportion to the amount contributed, as set forth in Section 1.5(a) and 1.6(c). (b) Any income, gains, losses and expenses of the Escrow Fund shall be included in Escrow Fund and be available for indemnification of the Indemnitees pursuant to this Agreement. (c) The adoption of this Agreement by the Company Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Fund in escrow in accordance with the terms hereof and thereof.

Escrow Funds. (a) On The Credit Parties each covenant and agree that within ten Business Days of receipt of the Closing Date, Parent shall, or shall cause the Paying Agent to, transfer, by wire transfer of immediately available fundsImpala Net Proceeds, (i) the Adjustment Escrow Amount Guarantor shall have paid over the Impala Net Proceeds to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”)Borrower, (ii) the [***] Warrant Escrow Amount Borrower shall have paid to the Adjustment Agent from the Proceeds an amount equal to the aggregate amount of all Subsequent Advances plus interest and [***] Escrow Agent to hold other amounts owing in escrow as an escrow fund respect thereof (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow FundsSubsequent Advance Debt Repayment”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Borrower shall deliver to the Lenders’ Counsel in its capacity as escrow agent (the “Escrow Amount Agent”) an amount equal to the Impala Net Proceeds less the Subsequent Advance Debt Repayment and less USD $5,000,000 (the “Escrow Funds”) to be held by the Escrow Agent in escrow pursuant to an escrow agreement between the Borrower, the Guarantor, the Agent, Liberty and the Escrow Agent in form and on terms satisfactory to the Agent and the Escrow Agent (the “Escrow Agreement”), with the PPP Loan Escrow AgentFunds to be used to satisfy the Credit Parties’ obligations to pay (x) USD $5,200,000 on account of outstanding payables and general administrative expenses of the Credit Parties as requested by the Borrower and approved by the Agent and Liberty, in each case, and (y) the balance in accordance with the preceding sentenceCare & Maintenance Budget. The Escrow Agreement shall provide that the Borrower may make periodic requests of the Agent and Liberty for releases from the Escrow Account (each, Parent a “Request”), which are subject to review and approval by the Agent and Liberty. If approved, the Agent and Liberty shall jointly direct the Escrow Agent to release such approved amounts to the Borrower for payment as contemplated in the Request. The Borrower shall have ten Banking Days from the date of release of funds to make the payments contemplated in the Request and provide the Agent and Liberty an officer’s certificate of a senior financial officer of the Borrower confirming the making of such payments. Any failure by the Borrower to either make the payments contemplated in the Request or to provide the officer’s certificate confirming such payments shall constitute an Event of Default under both the Credit Agreement and the Liberty Credit Agreement. Upon the occurrence of an Event of Default under either the Credit Agreement or the Liberty Credit Agreement, the Agent shall be entitled, in its sole and absolute discretion, to direct the Escrow Agent to release all remaining Escrow Funds to the Agent and the Agent may use and apply such Escrow Funds to reduce the Facility Indebtedness. In connection therewith, the Agent shall deliver written notice to Liberty and to the Borrower confirming same. If the Facility Indebtedness is paid in full prior to the termination of the Escrow Agreement, the Agent shall direct the Escrow Agent to deliver all remaining Escrow Funds to counsel to Liberty, and thereupon, the Escrow Agent shall resign and counsel to Liberty shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of be appointed successor escrow agent under the Adjustment Escrow Amount, the [***] Warrant Escrow Amount Agreement and the PPP Loan provisions above shall apply mutatis mutandis to Liberty and the Liberty Facility Indebtedness. Upon the Facility Indebtedness being repaid in full, Liberty shall direct the Escrow Amount Agent to release all remaining Escrow Funds to the Escrow FundsBorrower or as the Borrower may direct.

Escrow Funds. (a) On the Closing Date, Parent shall, or shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Adjustment Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “Adjustment Escrow Fund”), (ii) the [***] Warrant Escrow Amount to the Adjustment and [***] Escrow Agent to hold in escrow as an escrow fund (the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Fund” and, together with the Adjustment Escrow Fund and the [***] Warrant Escrow Fund, collectively, the “Escrow [***] Funds”), in each case, under the terms of (A) this Agreement and the Adjustment and [***] Escrow Agreement with respect to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Amount with the Adjustment and Agent, (ii) the [***] First Data Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his or her Excess Pro Rata Share of the Adjustment Escrow Amount, the [***] First Data Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow Funds. (b) The Adjustment and First Data Escrow Agreement shall be entered into at or prior to the Closing, by and among Parent, the Stockholder Representative, on behalf of the Company Sellers, and the Adjustment and [***] Agent and shall provide Parent with recourse against the Adjustment Escrow Fund with respect to any Post-Closing Deficit Amount under Section 1.14. The proceeds in the Adjustment Escrow Fund shall be distributed to the Company Sellers, in accordance with their applicable Excess Pro Rata Share, and to Parent at the times, and upon the terms and conditions, set forth in this Agreement and the Adjustment and First Data Escrow Agreement. The terms and provisions of the Adjustment and First Data Escrow Agreement and the transactions contemplated thereby are specific terms of the Merger, and the approval and adoption of this Agreement and approval of the Merger by the Company Sellers constitutes approval by such Company Sellers, as specific terms of the Merger, and the irrevocable agreement of such Company Sellers to be bound by and comply with, the Adjustment and First Data Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Adjustment Escrow Amount into the Adjustment Escrow Fund and the appointment and sole authority of the Stockholder Representative to act on behalf of the Company Sellers, as provided for herein and in the Adjustment and First Data Escrow Agreement. The Adjustment Escrow Amount shall be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Adjustment and First Data Escrow Agreement. Treatment of the First Data Warrant Escrow Amount shall be governed by Section 1.10(e) hereof. (c) The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, unless forgiven prior to Closing, the PPP Loan will not be terminated or satisfied at or prior to the Closing, but rather, the Company will maintain the PPP Loan and the parties will comply with the terms of this Section 1.10(d) on account therewith. Promptly following receipt of a response to the filing of a Forgiveness Application that acknowledges that all or a portion of a PPP Loan has been forgiven, the parties agree that they shall jointly instruct the PPP Loan Escrow Agent to disburse the funds in the escrow account established pursuant to the PPP Loan Escrow Agreement (the “PPP Loan Escrow Account”) as follows: (a) an amount equal to the amount of such PPP Loan that is acknowledged in such response as being forgiven, if any, shall be disbursed pursuant to a joint written instruction of Parent and the Stockholder Representative to the Company Sellers, in accordance with their applicable Excess Pro Rata Share, and (b) the balance of the funds in the PPP Loan Escrow Account in respect of such PPP Loan shall be disbursed to Parent or the PPP Lender, as applicable. In the event that the Company receives a response from the SBA denying the request for forgiveness of such PPP Loan, or if the PPP Loan reaches its stated maturity date prior to receiving a response to the Forgiveness Application, Parent and the Stockholder Representative agree that such PPP Loan shall be deemed for the purposes hereof not to be forgiven such that the forgiveness amount of such PPP Loan shall be $0 and that the parties shall jointly instruct the PPP Loan Escrow Agent to disburse from the PPP Loan Escrow Account to the PPP Lender an amount necessary to pay all outstanding amounts due with respect to such PPP Loan in full satisfaction thereof.

Escrow Funds. Parent shall take the following actions: (a) On deposit or cause to be paid to the Closing DateEscrow Agent, Parent shallin accordance with the Escrow Agreement, or shall cause the Paying Agent to, transfer, by wire transfer of immediately available funds, (i) the Purchase Price Adjustment Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) to be held for the purpose of securing the obligations pursuant to Section 2.16(d); (b) deposit or cause to be paid to the Adjustment Escrow Agent, in accordance with the Escrow Agreement, the Cash Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and [***] less any disbursements therefrom in accordance with the Escrow Agent to hold in escrow as an escrow fund (Agreement, the “Adjustment Cash Indemnification Escrow Fund”), to be held for the purpose of partially securing the indemnification obligations of the Company Equityholders set forth in this Agreement, including Article VIII and Section 6.03; (iic) holdback and reserve for issuance on the [***] Warrant Escrow books and records of Parent, the Parent Stock Holdback Amount to the Adjustment (such amount, including any interest or other amounts earned thereon and [***] Escrow Agent to hold in escrow as an escrow fund (less any disbursements therefrom the “[***] Warrant Escrow Fund”) and (iii) the PPP Loan Escrow Amount to the PPP Loan Escrow Agent to hold in escrow as an escrow fund (the “PPP Loan Escrow Parent Stock Holdback Fund” and, and together with the Purchase Price Adjustment Escrow Fund and the [***] Warrant Cash Indemnification Escrow Fund, collectively, the “Escrow Funds”), to be held for the purpose of partially securing the indemnification obligations of the Company Equityholders set forth in each casethis Agreement, under including Article VIII and Section 6.03; and (d) deposit or cause to be paid to the terms Stockholder Representative, the Stockholder Representative Expense Amount (such amount, the “Stockholder Representative Expense Fund”), to be held for the purpose of (A) funding any expenses of Stockholder Representative arising in connection with the administration of Stockholder Representative’s duties in this Agreement and after the Adjustment and [***] Escrow Agreement with respect Effective Time. The balance of the Stockholder Representative Expense Fund, if any, will be distributed by the Stockholder Representative to the Adjustment Escrow Fund, (B) this Agreement and the [***] Warrant Escrow Agreement with respect to the [***] Warrant Escrow Fund, and (C) this Agreement and the PPP Loan Escrow Agreement with respect to the PPP Loan Escrow Fund. Upon deposit of (i) the Adjustment Escrow Amount with the Adjustment and [***] Escrow Agent, (ii) the [***] Warrant Escrow Amount with the Adjustment and [***] Escrow Agent, and (iii) the PPP Loan Escrow Amount with the PPP Loan Escrow Agent, in each case, Company Equityholders in accordance with their respective Allocation Percentages. The parties agree that the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Seller its, his Stockholder Representative is not acting as a withholding agent or her Excess Pro Rata Share of in any similar capacity in connection with the Adjustment Escrow Amount, the [***] Warrant Escrow Amount and the PPP Loan Escrow Amount to the Escrow FundsStockholder Representative Expense Fund.