Common use of Escrow Release Clause in Contracts

Escrow Release. The Indemnity Escrow Fund shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. If and to the extent that any indemnification claims of the Buyer Indemnitees are resolved, prior to the Release Date, by mutual agreement between Buyer and the applicable Indemnitor in accordance with the terms of Sections 7.4 or 7.5, as applicable, the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the mutually agreed upon amount from the Indemnity Escrow Fund to the applicable Buyer Indemnitee. No later than three Business Days following the Release Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount of the Indemnity Escrow Fund exceeds the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 pursuant to claims (such claims, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), and not fully resolved prior to the Release Date (such amount of the retained Indemnity Escrow Fund, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount”). Promptly following the resolution after the Release Date of any Outstanding Claim made by any Buyer Indemnitee pursuant to Section 7.2: (i) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved against such Buyer Indemnitee and (ii) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Buyer an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor of such Buyer Indemnitee.

Escrow Release. The Indemnity Escrow Fund shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. If and to the extent that any indemnification claims of the Buyer Indemnitees are resolved, prior to the Release Date, by mutual agreement between Buyer and the applicable Indemnitor in accordance with the terms of Sections 7.4 or 7.5, as applicable, the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the mutually agreed upon amount from the Indemnity Escrow Fund to the applicable Buyer Indemnitee. No later than three Business Days following the Release Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount Any portion of the Indemnity Escrow Fund exceeds Amount and Special Escrow Amount remaining in escrow following the applicable Escrow Release Date, less the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 Parent Indemnified Parties pursuant to claims (such claims, the “Outstanding Claims”) properly made against the applicable Indemnity Escrow Amount and/or Special Escrow Amount in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), this Article VIII and not fully resolved prior to the applicable Escrow Release Date (such amount of the retained Indemnity Escrow FundAmount and/or Special Escrow Amount, as it may be further reduced after the applicable Escrow Release Date by distributions to Sellers’ Representative the Securityholders as set forth below and by recoveries by the Buyer Indemnitees Parent Indemnified Parties pursuant to Section 7.2 this Article VIII and the Escrow Agreement, the “Retained Escrow Amount”), shall promptly be released from the Indemnity Escrow Account and/or Special Escrow Amount, as applicable, and deposited by the Escrow Agent with the Representative for the benefit of the Securityholders for distribution to them in accordance with their respective Pro Rata Percentages (subject to Section 1.03(b)). Promptly following In the resolution event and to the extent that, after the applicable Escrow Release Date of Date, any Outstanding Claim made by any Buyer Indemnitee Parent Indemnified Party pursuant to Section 7.2: (i) Sellers’ Representative and Buyer this Article VIII is resolved against such Parent Indemnified Party, the Parties shall instruct the Escrow Agent to promptly release from the Retained applicable Escrow Amount to Sellers’ Representative, Account and deposit with the Representative for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the benefit of the Securityholders an aggregate amount of the Retained Escrow Amount equal to any the amount of the Outstanding Claim resolved against such Buyer Indemnitee and Parent Indemnified Party, for distribution to them in accordance with their respective Pro Rata Percentages (ii) Sellers’ Representative and Buyer subject to Section 1.03(b)); provided, however, that any such distribution shall instruct only be made to the Escrow Agent to promptly release from extent that the Retained Escrow Amount remaining after such distribution would be sufficient to Buyer an aggregate cover the amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor of Claims that are still unresolved at such Buyer Indemniteetime.

Escrow Release. The Indemnity Escrow Fund shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. If and to the extent that any indemnification claims of the Buyer Indemnitees are resolved, prior to the Release Date, by mutual agreement between Buyer and the applicable Indemnitor in accordance with the terms of Sections 7.4 or 7.5, as applicable, the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the mutually agreed upon amount from the Indemnity Escrow Fund to the applicable Buyer Indemnitee. No later than Within three (3) Business Days following the Release fifteen (15) month anniversary of the Closing Date, the Buyer and the Sellers’ Representative Seller shall deliver joint written instructions to the Escrow Agent directing instructing the Escrow Agent to distribute release to Seller an amount equal to: (a) the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount balance of the Indemnity funds in the Escrow Fund exceeds Account (including any interest accrued or income otherwise earned on the Escrow Amount) minus (b) the aggregate amount, if any, claimed by the with respect to which a Buyer Indemnitees under Section 7.2 Indemnified Party has reasonably and in good faith made a claim pursuant to claims (such claims, the “Outstanding Claims”) properly made procedures set forth in accordance with Sections 7.4 this Article 7 on or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), and not fully resolved prior to the Release Date fifteen (such amount 15) month anniversary of the retained Indemnity Escrow FundClosing Date and for which the obligation to indemnify, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreementif any, the has not been satisfied (any such claim, an “Retained Escrow AmountUnresolved Claim”). Promptly following Following the resolution fifteen (15) month anniversary of the Closing Date, once an Unresolved Claim is finally resolved, then within five (5) Business Days after the Release Date final resolution of such Unresolved Claim and the delivery to the applicable Buyer Indemnified Party of the amount to be delivered to such Buyer Indemnified Party with respect to such Unresolved Claim from the funds remaining in the Escrow Account (including any Outstanding Claim made by any interest accrued or income otherwise earned on the Escrow Amount), if any, Buyer Indemnitee pursuant and Seller shall deliver joint written instructions to Section 7.2the Escrow Agent instructing the Escrow Agent to release to Seller an amount equal to: (i) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount of all funds then remaining in the Retained Escrow Amount equal to Account (including any amount of interest accrued or income otherwise earned on the Outstanding Claim resolved against such Buyer Indemnitee and Escrow Amount) minus (ii) Sellers’ Representative and the amount delivered to such Buyer shall instruct Indemnified Party upon the Escrow Agent to promptly release from the Retained Escrow Amount to Buyer an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor resolution of such Buyer IndemniteeUnresolved Claim minus (iii) the aggregate amount, if any, associated with all remaining Unresolved Claims.

Escrow Release. The Indemnity Escrow Fund Prior to Closing, the Parties shall be held in good faith prepare a funds flow statement (“Funds Flow Statement”) reflecting all Closing payments required under Sections 2.11(a) of the PSA (a draft of which has been exchanged and disbursed agreed upon by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. If and to the extent that any indemnification claims Parties as of the Buyer Indemnitees are resolved, prior to the Release Amendment Date, by mutual agreement between Buyer and the applicable Indemnitor in accordance with the terms of Sections 7.4 ). Upon waiver or 7.5, as applicable, the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the mutually agreed upon amount from the Indemnity Escrow Fund to the applicable Buyer Indemnitee. No later than three Business Days following the Release Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount satisfaction of the Indemnity Escrow Fund exceeds Remaining Closing Conditions, then on the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 pursuant to claims (such claims, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), and not fully resolved prior to the Release Closing Date (such amount of the retained Indemnity Escrow Fund, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount”). Promptly following the resolution after the Release Date of any Outstanding Claim made by any Buyer Indemnitee pursuant to Section 7.2: (i) Sellers’ Representative all Closing Documents shall be deemed automatically released from escrow and Buyer shall instruct the Escrow Agent delivered according to promptly release from the Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount Exhibit C effective as of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved against such Buyer Indemnitee Effective Time, and (ii) Sellers’ Representative , on the one hand, and Buyer and/or its Buyer Designees, on the other hand, shall instruct jointly direct the Escrow Agent to promptly release from deliver the Retained Escrow Funds by wire transfer of immediately available federal funds, and Buyer or its Buyer Designee shall deliver the China Holdback Amount by wire transfer of immediately available federal funds, each in accordance with the Funds Flow Statement, provided however that (A) if the Escrow Funds plus the China Holdback Amount are less than the Estimated Closing Payment, then Buyer and/or its Buyer Designees shall deliver to Seller (or make adjustments to the Funds Flow Statement at Sellers’ direction that would have the identical effect to Sellers) an amount equal to such deficiency, and (B) if the Escrow Funds plus the China Holdback Amount are more than the Estimated Closing Payment, then the Parties shall jointly direct the Escrow Agent to deliver an amount equal to such excess to Buyers and/or its Buyer Designees (clauses (i) and (ii) herein, the “Escrow Release”). If Closing does not occur on or before December 31, 2019, then, notwithstanding the foregoing or anything else in the PSA to the contrary and unless the Parties otherwise agree in writing, the Parties shall continue to comply with the terms of the PSA and hold the Closing Documents IN ESCROW and direct that the Escrow Funds be held by the Escrow Agent until all Remaining Closing Conditions are satisfied or waived, but in no event shall Closing occur after January 31, 2020. If there is no Closing on or before January 31, 2020, unless the Parties otherwise agree in writing, the Parties shall direct the Escrow Agent to return the Escrow Funds to Buyer an aggregate amount of and/or its Buyer Designees and the Retained Escrow Amount equal Parties shall return all Closing Documents to any amount of the Outstanding Claim resolved in favor of Parties who delivered such Buyer IndemniteeClosing Documents IN ESCROW under this Agreement as soon as practicable after January 31, 2020.

Escrow Release. The Indemnity Subject to the terms and provisions of this Section 2.7, eighteen (18) months following the Closing (the “Escrow Fund shall be held and disbursed by Release Date”), the Escrow Agent in accordance with shall disburse to the Seller the Escrow Agreement and this Agreement. If and Fund (as reduced by any amounts previously disbursed to the extent that any indemnification claims of the Buyer Indemnitees are resolved, prior Seller or Purchaser pursuant to the Release Date, by mutual agreement between Buyer and the applicable Indemnitor Escrow Agreement) in accordance with the terms of Sections 7.4 the Escrow Agreement. In the event, however, that the Seller has received, on or 7.5before the Escrow Release Date, as applicable, a notice (a “Claim Notice”) submitted in good faith by the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to Purchaser that the Escrow Agent directing may be required to disburse all or a portion of the Escrow Fund (such claimed amount, the “Claim Amount”) to the Purchaser pursuant to Section 8.2, then the portion of the Escrow Fund subject to such Claim Notice shall continue to be held by the Escrow Agent until the Claim Amount with respect thereto has been resolved. The amount of any funds disbursed by the Escrow Agent to distribute the mutually agreed upon amount Seller from the Indemnity Escrow Account, under the terms of the Escrow Agreement, with regard to the indemnification obligations of Purchaser to Seller under Section 6.2 and Section 7.2(g) will be replaced by Purchaser depositing such amounts back into the Escrow Fund within five (5) business days from the date of Escrow Agent’s release of such funds to the applicable Buyer IndemniteeSeller. No later than three Business Days following the Release Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions As soon as any dispute with respect to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller such Claim Amount has been resolved in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount terms of the Indemnity Escrow Fund exceeds the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 pursuant to claims (such claims, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), and not fully resolved prior to the Release Date (such amount of the retained Indemnity Escrow Fund, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount”). Promptly following Agent shall be instructed to disburse such portion of the resolution after the Release Date of any Outstanding Claim made by any Buyer Indemnitee Escrow Fund, if any, as is required to be disbursed to Purchaser pursuant to Section 7.2: (i) Sellers’ Representative 8.2 in connection with such Claim Amount, and Buyer shall instruct the Escrow Agent to promptly release from shall disburse the Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount entire remaining portion of the Retained Escrow Amount equal Amount, if any, to any amount of the Outstanding Claim resolved against such Buyer Indemnitee and (ii) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Buyer an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor of such Buyer IndemniteeSeller.

Escrow Release. The Any portion of any Indemnity Escrow Fund shall be held and disbursed by the Escrow Agent Amount not previously released from escrow in accordance with the Escrow Agreement and this Agreement. If and to the extent that any indemnification claims of the Buyer Indemnitees are resolved, on or prior to the applicable Escrow Release Date remaining in escrow following such Escrow Release Date, by mutual agreement between Buyer and the applicable Indemnitor in accordance with the terms of Sections 7.4 or 7.5, as applicable, the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the mutually agreed upon amount from the Indemnity Escrow Fund to the applicable Buyer Indemnitee. No later than three Business Days following the Release Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount of the Indemnity Escrow Fund exceeds less the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 Parent Indemnified Parties pursuant to claims (such claims, the “Outstanding Claims”) properly made against such Indemnity Escrow Amount in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), therewith and not fully resolved prior to the Escrow Release Date (such amount of the such retained Indemnity Escrow FundAmount, as it may be further reduced after the applicable Escrow Release Date by distributions to Sellers’ Representative the Preferred Shareholders as set forth below and by recoveries by the Buyer Indemnitees Parent Indemnified Parties pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount”), shall promptly be released from the applicable Indemnity Escrow Account and deposited by the Escrow Agent with the Representative for the benefit of the Preferred Shareholders for distribution to them in accordance with their respective Pro Rata Percentage. Promptly following In the resolution event and to the extent that, after the applicable Escrow Release Date of Date, any applicable Outstanding Claim made by any Buyer Indemnitee Parent Indemnified Party pursuant to Section 7.2: (i) Sellers’ Representative and Buyer shall instruct this Article VIII is resolved against such Parent Indemnified Party, the Escrow Agent to shall promptly release from the Retained applicable Indemnity Escrow Amount to Sellers’ Representative, Account and deposit with the Representative for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the benefit of the Preferred Shareholders an aggregate amount of the applicable Retained Escrow Amount equal to any the amount of the applicable Outstanding Claim resolved against such Buyer Indemnitee and (ii) Sellers’ Representative and Buyer Parent Indemnified Party, for distribution to them in accordance with their respective Pro Rata Percentages; provided, however, that any such distribution shall instruct only be made to the Escrow Agent to promptly release from extent that the applicable Retained Escrow Amount remaining after such distribution would be sufficient to Buyer an aggregate cover the amount of the Retained Escrow Amount equal to any amount of the applicable Outstanding Claim resolved in favor of Claims that are still unresolved at such Buyer Indemniteetime.

Escrow Release. The Indemnity Within ten (10) Business Days following the later of (i) the resolution of all matters that are included in the Post-Closing Title Adjustment Amount (other than with respect to the Specified Matters) and (ii) the resolution of all matters that are included in the Post-Closing Environmental Adjustment Amount (the “Escrow Fund Release Date”), (A) the net amount of all Escrow Shares owed to the Sole Shareholder or Parent, as applicable, pursuant to the Post-Closing Title Adjustment Amount and the Post-Closing Environmental Adjustment Amount shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. If and released to the extent that any indemnification claims of the Buyer Indemnitees are resolvedSole Shareholder or Parent, prior to the Release Dateas applicable, by mutual agreement between Buyer and the applicable Indemnitor in accordance with the terms of Sections 7.4 Article IV, (B) the net amount of all Escrow Shares owed to the Sole Shareholder pursuant to Section 4.3(b)(ii) or 7.5Section 4.4(c)(ii) shall be released to the Sole Shareholder in accordance with the terms of Article IV and (C) all Escrow Shares remaining in the Escrow Account other than the Escrow Shares that are subject to Section 4.3 or Section 4.4, if any, shall be released to the Sole Shareholder in accordance with the terms of the Escrow Agreement; provided, however, that if the Specified Matters have not been fully resolved to the reasonable satisfaction of Parent by the Escrow Release Date, $4,000,000 of the Escrow Amount shall be reserved for resolution of such matters (the “Specified Matters Shares”) and remain in the Escrow Account. If any Specified Matters Shares remain in the Escrow Account pursuant to the preceding sentence, then, within ten (10) Business Days following the resolution of all Specified Matters to the reasonable satisfaction of Parent, the Specified Matters Shares shall be released to the Sole Shareholder in accordance with the terms of the Escrow Agreement. If the Specified Matters are unable to be resolved to the reasonable satisfaction of Parent within one year after the Closing, then, (i) the Specified Matters Shares shall be released to Parent and/or the Sole Shareholder, as applicable, the Buyer as agreed upon by Parent and the Sellers’ Representative shall promptly execute and deliver joint written instructions Sole Shareholder at such time or (ii) to the Escrow Agent directing the Escrow Agent to distribute the mutually agreed upon amount from the Indemnity Escrow Fund to the applicable Buyer Indemnitee. No later than three Business Days following the Release Date, the Buyer extent there exists a dispute between Parent and the Sellers’ Representative Sole Shareholder regarding the existence, nature, or value of any Specified Matter, then such dispute shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller be resolved in accordance with such Seller’s Pro Rata PercentageSection 4.3(d) and the disputed Specified Matters Shares shall be released to the Sole Shareholder and/or Parent, as applicable, in accordance with the final determination by the Title Arbitrator; provided, that, for the avoidance of doubt, the amount, if any, by which Sole Shareholder’s liability for the then remaining Specified Matters pursuant to Article IV or Article XII shall not be limited to the amount of the Indemnity Escrow Fund exceeds Specified Matters Shares. For the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 pursuant to claims (such claimsavoidance of doubt, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (Post-Closing Title Adjustment Amount and subject to recovery the Post-Closing Environmental Adjustment Amount shall be satisfied solely from the Indemnity Escrow Fund), and not fully resolved prior to the Release Date (such amount of the retained Indemnity Escrow Fund, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount.”). Promptly following the resolution after the Release Date of any Outstanding Claim made by any Buyer Indemnitee pursuant to Section 7.2: (i) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved against such Buyer Indemnitee and (ii) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Buyer an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor of such Buyer Indemnitee.

Escrow Release. The Indemnity (i) Subject to the terms and provisions of this Agreement and the Escrow Fund Agreement, the Escrow Agent shall disburse to Sellers no later than three Business Days after the first anniversary of the Closing Date the portion of the Escrow Amount in excess of $11,000,000 that remains in the account holding the Escrow Amount as of the first anniversary of the Closing Date (the “First Escrow Release Date”) and the Escrow Agent shall disburse to Sellers no later than three Business Days after the second anniversary of the Closing Date the remaining portion of the Escrow Amount (as reduced by any amounts previously disbursed to Buyer) (the “Second Escrow Release Date” and together with the First Escrow Release Date, collectively, the “Escrow Release Dates” or individually a “Escrow Release Date”). In the event, however, that Sellers have received, on or before the applicable Escrow Release Date, a notice (a “Claim Notice”) from Buyer that the Escrow Agent may be required to disburse all or a portion of the Escrow Amount (such claimed amount, the “Claim Amount”) to Buyer pursuant to Section 6.03, Article VIII or for Regulatory Costs, then the portion of the Escrow Amount subject to such Claim Notice shall continue to be held and disbursed by the Escrow Agent (and not disbursed to Sellers on any Escrow Release Date) until the Claim Amount with respect thereto has been resolved. As soon as any dispute with respect to such Claim Amount has been resolved in accordance with the terms of the Escrow Agreement and this Agreement. If and , the Escrow Agent shall be instructed to the extent that any indemnification claims disburse such portion of the Escrow Amount, if any, as is required to be disbursed to Buyer Indemnitees are resolvedpursuant to Section 6.03, prior to the Release DateArticle VIII or for Regulatory Costs in connection with such Claim Amount, by mutual agreement between Buyer and the applicable Indemnitor Escrow Agent shall disburse any remaining portion of the Claim Amount to Seller in accordance with the terms of Sections 7.4 or 7.5, as applicable, the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute the mutually agreed upon amount from the Indemnity Escrow Fund to the applicable Buyer Indemnitee. No later than three Business Days following the Release Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount of the Indemnity Escrow Fund exceeds the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 pursuant to claims (such claims, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), and not fully resolved prior to the Release Date (such amount of the retained Indemnity Escrow Fund, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 this Agreement and the Escrow Agreement, subject to the “Retained Escrow Amount”). Promptly following the resolution after the Release Date of any Outstanding Claim made by any Buyer Indemnitee pursuant limitations on disbursements to Seller set forth in this Section 7.2: (i) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved against such Buyer Indemnitee and (ii) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Buyer an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor of such Buyer Indemnitee2.04.

Escrow Release. The Indemnity Escrow Fund shall be held and disbursed by a. If the funds remaining in the Escrow Agent Account, including any interest accrued or income otherwise earned thereon (the “Escrow Balance”), as of the (1) date that is ninety (90) days after the Closing Date (the “Initial Escrow Release Date”) exceed the aggregate dollar amount, as of the Initial Escrow Release Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee that have not been finally resolved and paid prior to the Initial Escrow Release Date in accordance with Section 8.6 (each, an “Unresolved Escrow Claim” and the Escrow Agreement aggregate dollar amount of such Claimed Amounts and this Agreement. If and to the extent that any indemnification claims Contested Amounts as of the Buyer Indemnitees are resolvedInitial Escrow Release Date being referred to as the “Initial Pending Claim Amount”), prior to the Release Date, by mutual agreement between then Buyer and Seller shall, within three (3) Business Days following the applicable Indemnitor in accordance with the terms of Sections 7.4 or 7.5Initial Escrow Release Date , as applicable, the Buyer and the Sellers’ Representative shall promptly execute and deliver joint written instructions to the Escrow Agent directing instructing the Escrow Agent to distribute the mutually agreed upon amount release from the Indemnity Escrow Fund Account to Seller the lesser of (i) Five Hundred Thousand Dollars ($500,000) and an amount equal to the applicable Escrow Balance minus the Initial Pending Claim Amount and (2) General Survival Date exceed the aggregate dollar amount, as of the General Survival Date, of Claimed Amounts and Contested Amounts associated with all indemnification claims contained in any Notice of Claim delivered by a Buyer Indemnitee. No later than Indemnitee that have not been finally resolved and paid prior to the General Survival Date in accordance with Section 8.6 (each, an “Unresolved Escrow Claim” and the aggregate dollar amount of such Claimed Amounts and Contested Amounts as of the General Survival Date being referred to as the “Pending Claim Amount”), then Buyer and Seller shall, within three (3) Business Days following the Release General Survival Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing instructing the Escrow 4826-7940-7793v12/101501-0066 Agent to distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount of the Indemnity Escrow Fund exceeds the aggregate amount, if any, claimed by the Buyer Indemnitees under Section 7.2 pursuant to claims (such claims, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (and subject to recovery from the Indemnity Escrow Fund), and not fully resolved prior to the Release Date (such amount of the retained Indemnity Escrow Fund, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount”). Promptly following the resolution after the Release Date of any Outstanding Claim made by any Buyer Indemnitee pursuant to Section 7.2: (i) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Account an amount equal to the Escrow Balance minus the Pending Claim Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved against such Buyer Indemnitee and (ii) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from the Retained Escrow Amount to Buyer an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor of such Buyer Indemnitee.

Escrow Release. The Indemnity Escrow Fund Except for any amount with respect to which a Parent Indemnified Party shall be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement and this Agreement. If and to the extent that any indemnification claims of the Buyer Indemnitees are resolvedhave, prior to the Release Escrow Period Termination Date, by mutual agreement between Buyer previously made a claim pursuant to the procedures set forth in this SECTION 14 and for which the obligation to indemnify, if any, shall not have been satisfied from the Escrow Fund (the “Outstanding Escrow Claims”), title and all rights to all funds in the Escrow Fund shall automatically transfer to the Company Securityholders on the first Business Day following the Escrow Period Termination Date. As soon as practicable, and in any event no more than three (3) Business Days, following the Escrow Period Termination Date, Parent and the applicable Indemnitor in accordance with the terms of Sections 7.4 or 7.5, as applicable, the Buyer and the Sellers’ Stockholder Representative shall promptly execute and deliver joint written instructions to jointly instruct the Escrow Agent directing and take all other actions reasonably necessary to cause the Escrow Agent to distribute release all funds in the mutually agreed upon amount from the Indemnity Escrow Fund less the amount of the Outstanding Escrow Claims to (1) the applicable Buyer Indemnitee. No later than three Business Days following the Release Date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to distribute to the Sellers’ Representative, Payments Administrator for further distribution by the Sellers’ Representative Payments Administrator to each Seller in accordance with Company Stockholder, such SellerCompany Stockholder’s Pro Rata Percentage, the Share of such amount, if any, by which and (2) the then remaining amount of the Indemnity Escrow Fund exceeds the aggregate amount, if any, claimed Surviving Corporation for distribution by the Buyer Indemnitees under Section 7.2 pursuant Surviving Corporation to claims (each Optionholder, such claims, the “Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, Optionholder’s Pro Rata Share of such amount. As soon as applicable (and subject to recovery from the Indemnity Escrow Fund)practicable, and not fully resolved prior to the Release Date in any event no more than three (such amount of the retained Indemnity Escrow Fund3) Business Days, as it may be further reduced after the Release Date by distributions to Sellers’ Representative as set forth below and by recoveries by the Buyer Indemnitees pursuant to Section 7.2 and the Escrow Agreement, the “Retained Escrow Amount”). Promptly following the resolution after the Release Date of any Outstanding Escrow Claim made by any Buyer Indemnitee pursuant to Section 7.2: (i) Sellers’ the procedures set forth in this SECTION 14, Parent and the Stockholder Representative and Buyer shall jointly instruct the Escrow Agent to promptly release from any remaining cash held by the Retained Escrow Amount Agent pursuant to Sellers’ Representative, the terms of the Escrow Agreement with respect to such Outstanding Escrow Claim to (x) the Payments Administrator for further distribution by Sellers’ Representative the Payments Administrator to each Seller in accordance with Company Stockholder, such SellerCompany Stockholder’s Pro Rata PercentageShare of such amount, an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved against such Buyer Indemnitee and (iiy) Sellers’ Representative and Buyer shall instruct the Escrow Agent Surviving Corporation for distribution by the Surviving Corporation to promptly release from the Retained Escrow Amount to Buyer an aggregate amount of the Retained Escrow Amount equal to any amount of the Outstanding Claim resolved in favor each Optionholder, such Optionholder’s Pro Rata Share of such Buyer Indemniteeamount.

Escrow Release. The Except as otherwise set forth herein, the Working Capital Escrow Amount shall serve as the first source of security for the Seller obligations pursuant to Section 2.3, the Indemnity Escrow Fund Amount shall be held serve as the exclusive source for security for the Seller’ obligations pursuant to Section 7.8 and disbursed by Section 8.1 hereof, and the PPP Escrow Amount shall serve as the exclusive source of security for the repayment of the PPP Loan if it is not forgiven, in whole or in part. Within five (5) Business Days following the determination of the Final Post-Closing Adjustment, the Escrow Agent in accordance shall distribute the applicable portion of the Working Capital Escrow Amount to such Party entitled to such funds pursuant to Section 2.3.5 hereof with the Escrow Agreement and this Agreementany remaining funds, as applicable, being paid to Seller. If and the Final Post-Closing Adjustment is to the extent that any indemnification claims of the Buyer Indemnitees are resolved, prior be paid to the Release Date, by mutual agreement between Buyer and the applicable Indemnitor in accordance with Working Capital Escrow Amount is not sufficient, then any additional dollars shall be paid from the terms Indemnity Escrow Amount. Within five (5) Business Days following the determination of Sections 7.4 or 7.5what amount of the PPP Loan is forgiven, as applicable, the Buyer Escrow Agent shall distribute that portion of the PPP Escrow Amount that is not forgiven to Lake City Bank in payment of the PPP Loan with any remaining funds, as applicable, being paid to Seller. Within five (5) Business Days following the one year (1) anniversary of the Closing Date, the two (2) year anniversary of the Closing Date and the Sellers’ Representative shall promptly execute and deliver joint written instructions to three (3) year anniversary of the Closing Date (each, an “Escrow Disbursement Date”), the Escrow Agent directing shall distribute to Seller an amount equal to one third of the Indemnity Escrow Agent Amount, less an amount equal to distribute the mutually agreed upon sum of (i) the aggregate dollar amount of claims for Losses paid to any Buyer Indemnitee from the Indemnity Escrow Fund Amount, and (ii) the aggregate dollar amount of claims for Losses made by any Buyer Indemnitee pursuant to the applicable Section 8.1 which are then outstanding and unresolved (“Pending Claims”). At least sixty (60) days prior to each Escrow Disbursement Date, Buyer Indemniteeshall provide Seller with notice of Pending Claims then outstanding. No later than three Within five (5) Business Days following the Release Datethird (3rd) anniversary of the Closing Date (such date, the Buyer and the Sellers’ Representative shall deliver joint written instructions to “Escrow Expiration Date”), the Escrow Agent directing the Escrow Agent to shall distribute to the Sellers’ Representative, for further distribution by the Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, the amount, if any, by which the then remaining amount of the Indemnity Escrow Fund exceeds Amount then remaining in the escrow account less an amount equal to the aggregate amount, if any, claimed dollar amount of claims for Losses made by the any Buyer Indemnitees under Section 7.2 Indemnitee pursuant to claims Section 8.1 (such claims, the “Aggregate Outstanding Claims”) properly made in accordance with Sections 7.4 or 7.5, as applicable (which are then outstanding and subject to recovery from the Indemnity Escrow Fund), and not fully resolved prior to the Release Date unresolved (such amount of the retained Indemnity Escrow FundAmount, as it may be further reduced after the Release Escrow Expiration Date by distributions to Sellers’ Representative Seller as set forth below and by recoveries by the a Buyer Indemnitees Indemnitee pursuant to Section 7.2 and the Escrow Agreement8.1 hereof, the “Retained Escrow Amount”). Promptly following In the resolution event and to the extent that after the Release Escrow Expiration Date of any Outstanding Claim outstanding claim made by any Buyer Indemnitee pursuant to Section 7.2: (i) Sellers’ Representative and Buyer shall instruct 8.1 for a Loss is resolved for any amount less than what was retained for such claim at the Escrow Expiration Date, then the Escrow Agent shall distribute to promptly release from the Retained Escrow Amount to Sellers’ Representative, for further distribution by Sellers’ Representative to each Seller in accordance with such Seller’s Pro Rata Percentage, an aggregate amount of the Retained Escrow Amount equal to any amount of such difference; provided, however, that such distribution shall only be made to the Outstanding Claim resolved against such Buyer Indemnitee and (ii) Sellers’ Representative and Buyer shall instruct the Escrow Agent to promptly release from extent that the Retained Escrow Amount remaining after such distribution would be sufficient to Buyer an aggregate cover the amount of the Retained Aggregate Outstanding Claims that are still unresolved at such time. In the event and to the extent that after the Escrow Amount equal to Expiration Date any amount of the Outstanding Claim outstanding claim made by any Buyer Indemnitee for a Loss is resolved in favor of such Buyer Indemnitee, such Buyer Indemnitee shall be entitled to recover an amount equal to the amount of the outstanding claim resolved in favor of such Buyer Indemnitee, and Seller and Bxxxx shall deliver joint written instructions to the Escrow Agent for the release of same to such Buyer Indemnitee.