Common use of Establishment of the Escrow Fund Clause in Contracts

Establishment of the Escrow Fund. In accordance with Sections 1.9 and 7.2 of the Merger Agreement, Parent shall deliver to the Escrow Agent, as soon as practicable after the Effective Time, a certificate, registered in the name of the Escrow Agent, representing a number of shares of Parent Common Stock that total the Company Escrow Amount, such deposit to constitute the Escrow Fund. The Escrow Agent shall hold the Escrow Fund in escrow pursuant to the terms of this Agreement and the Merger Agreement. The parties hereby agree that the provisions of Sections 1.6, 1.9, 7.1, 7.2 and 7.3 of the Merger Agreement (including all defined terms used therein) shall be deemed incorporated by reference in this Agreement as if set forth in full herein, and shall govern all matters set forth in this Agreement except as otherwise provided herein. A true, correct and complete copy of the Merger Agreement is attached hereto as Exhibit A and the Escrow Agent shall be fully protected in relying on the completeness and accuracy of said Exhibit A. Notwithstanding anything to the contrary contained in the Merger Agreement, prior to the release by the Escrow Agent of any shares of Parent Common Stock from the Escrow Fund, whether pursuant to an Officer’s Certificate, written instruction of the Parent and/or the Stockholder Agent, an arbitration order or otherwise in accordance with this Agreement or the Merger Agreement, the Escrow Agent shall be notified in writing of the number of shares of Parent Common Stock that are to be disbursed to Parent, the Surviving Corporation, the Securityholders’ Agent, and the Stockholders or otherwise out of the Escrow Fund and the appropriate distribution allocations. The Escrow Agent shall have no duty or obligation at any time to calculate or determine the number of shares of Parent Common Stock to be disbursed from the Escrow Fund.

Establishment of the Escrow Fund. In accordance with Sections 1.9 On the Closing Date, without any act of any person who was a holder of Company Capital Stock immediately prior to the Effective Time (each such person, a “Company Shareholder”, and 7.2 all such persons collectively, the “Company Shareholders”) or any recipient of the Merger AgreementManagement Carve-Out Cash Amount and/or the Management Carve-Out Stock Number pursuant to Section 1.6(b) (each such person, a “Management Participant” and all such persons, “Management Participants”), Parent shall deliver deposit or cause to be deposited the Escrow AgentShares and the Escrow Cash with the Depository Agent (plus a proportionate share of any additional shares of Parent Common Stock as may be issued upon any stock splits, as soon as practicable after stock dividends or recapitalizations effected by Parent following the Effective Time), a certificate, registered such deposits (and any cash thereafter deposited in substitution for any such shares) to constitute the name “Escrow Fund” and to be governed by the terms set forth herein. The portion of the Escrow Agent, representing a Shares and the Escrow Cash contributed on behalf of each Company Shareholder and each Management Participant shall be in proportion to the aggregate number of shares of Parent Common Stock that total the and cash which such Company Escrow Amount, such deposit Shareholder or Management Participant would otherwise be entitled to constitute the Escrow Fund. The Escrow Agent shall hold the Escrow Fund in escrow receive pursuant to Section 1.6. In substitution for the terms of this Agreement and the Merger Agreement. The parties hereby agree that the provisions of Sections 1.6, 1.9, 7.1, 7.2 and 7.3 of the Merger Agreement (including all defined terms used therein) shall be deemed incorporated by reference in this Agreement as if set forth in full herein, and shall govern all matters set forth in this Agreement except as otherwise provided herein. A true, correct and complete copy of the Merger Agreement is attached hereto as Exhibit A and the Escrow Agent shall be fully protected in relying on the completeness and accuracy of said Exhibit A. Notwithstanding anything to the contrary contained in the Merger Agreement, prior to the release by the Escrow Agent of any shares of Parent Common Stock from held on their behalf in the Escrow Fund, whether pursuant any Company Shareholder or Management Participant may elect to an Officer’s Certificate, written instruction substitute cash for some or all of the Parent and/or the Stockholder Agent, an arbitration order or otherwise in accordance with this Agreement or the Merger Agreement, the Escrow Agent shall be notified in writing of the number of shares of Parent Common Stock held on their behalf in the Escrow Fund, in an amount per share equal to the Average Closing Price, provided that are such election is made no later than ten (10) calendar days after the Closing Date. Payment of such cash shall be made to be disbursed to Parentthe Depository Agent by certified check or wire transfer, and upon confirmation by the Depository Agent of the receipt and deposit of such cash into the Escrow Fund, the Surviving Corporation, the Securityholders’ Agent, and the Stockholders or otherwise out of the Escrow Fund and the appropriate distribution allocations. The Escrow Depository Agent shall have no duty or obligation at any time to calculate or determine release the applicable number of shares of Parent Common Stock to such Company Shareholder, and such cash shall thereafter be disbursed from held as part of the Escrow FundFund in accordance with this Agreement.

Establishment of the Escrow Fund. In accordance with Sections 1.9 and 7.2 of the Merger Agreement, Parent shall deliver to the Escrow Agent, as As soon as practicable after the Effective Time, a certificate, registered in the name of the Escrow AgentAmount, representing without any act of any stockholder, will be deposited with the Depositary Agent (plus a number proportionate share of any additional shares of Parent Acquiror Common Stock that total as may be issued upon any stock splits, stock dividends or recapitalizations effected by Acquiror following the Company Escrow AmountEffective Time), such deposit to constitute the "Escrow Fund" to be governed by the terms set forth herein. The Escrow Agent shall hold portion of the Escrow Fund Amount contributed on behalf of each stockholder of the Company shall be in escrow pursuant proportion to the terms of this Agreement and the Merger Agreement. The parties hereby agree that the provisions of Sections 1.6, 1.9, 7.1, 7.2 and 7.3 of the Merger Agreement (including all defined terms used therein) shall be deemed incorporated by reference in this Agreement as if set forth in full herein, and shall govern all matters set forth in this Agreement except as otherwise provided herein. A true, correct and complete copy of the Merger Agreement is attached hereto as Exhibit A and the Escrow Agent shall be fully protected in relying on the completeness and accuracy of said Exhibit A. Notwithstanding anything to the contrary contained in the Merger Agreement, prior to the release by the Escrow Agent of any shares of Parent Common Stock from the Escrow Fund, whether pursuant to an Officer’s Certificate, written instruction of the Parent and/or the Stockholder Agent, an arbitration order or otherwise in accordance with this Agreement or the Merger Agreement, the Escrow Agent shall be notified in writing of the aggregate number of shares of Parent Acquiror Common Stock that are to which such holder would otherwise be disbursed to Parent, entitled under Section 2.6. If the Surviving Corporation, the Securityholders’ Agent, and the Stockholders or otherwise out of Escrow Amount deposited in the Escrow Fund has been exhausted in accordance with subsection (b) below and Acquiror incurs any additional Losses for which Acquiror believes it is entitled to indemnification from the appropriate distribution allocationsstockholders of the Company under Section 8.2(b) below, Acquiror may, at its option and without prejudice to any other right of Acquiror, be entitled to deposit with the Depositary Agent all or any portion of the Earn-Out Amount payable by Acquiror under Section 2.14, not to exceed the reasonably anticipated amount of such Losses ("Additional Escrow Funds"). The exercise of such right by Acquiror hereunder shall be evidence by means of a notice to such effect given by Acquiror to the Stockholder Agent. Upon Acquiror's deposit of the Additional Escrow Funds with the Depositary Agent, the Additional Escrow Funds shall be held by the Depositary Agent shall have no duty or obligation at any time in trust for Acquiror, to calculate or determine the number of shares of Parent Common Stock extent that Acquiror is ultimately determined to be disbursed from entitled to indemnification under Section 8.2(b) below or for the Stockholders to the extent that Acquiror is not ultimately determined to be entitled to indemnification under Section 8.2(b) below. After the satisfaction of all of the requirements of Section 8.2(b) below, including final arbitration of any claims contested by Stockholder Agent, (i) to the extent that Acquiror is ultimately determined to be entitled to indemnification under Section 8.2(b) below, the Additional Escrow FundFunds shall be released by Depositary Agent to Acquiror and (ii) to the extent that Acquiror is ultimately not determined to be entitled to indemnification under Section 8.2(b) below, the Additional Escrow Funds shall be released by Depositary Agent to Stockholder Agent.

Establishment of the Escrow Fund. In accordance with Sections 1.9 and 7.2 (a) Within two (2) business days after the Effective Date, Purchaser will deliver or cause to be delivered the Initial Deposit in immediately available funds to the interest-bearing account set forth on Schedule A attached hereto (the “Escrow Account”). On or before the expiration of the Merger AgreementDue Diligence Period, Parent shall Purchaser will deliver or cause to be delivered the Additional Deposit in immediately available funds to the Escrow Agent, as soon as practicable after the Effective Time, a certificate, registered in the name of the Escrow Agent, representing a number of shares of Parent Common Stock that total the Company Escrow Amount, such deposit to constitute the Escrow FundAccount. The Escrow Agent shall hold promptly acknowledge to Purchaser and Seller in writing the Escrow Fund in escrow receipt of each of the Initial Deposit and the Additional Deposit. (b) The Xxxxxxx Amount, the Holdback Amount and the Credit Amount, as from time to time invested as herein provided, together with all income, dividends and interest, if any, accrued thereon, less any payments or other disbursements pursuant to Section 3, is herein called the terms of this Agreement and the Merger Agreement. The parties hereby agree that the provisions of Sections 1.6, 1.9, 7.1, 7.2 and 7.3 of the Merger Agreement (including all defined terms used therein) shall be deemed incorporated by reference in this Agreement as if set forth in full herein, and shall govern all matters set forth in this Agreement except as otherwise provided herein. A true, correct and complete copy of the Merger Agreement is attached hereto as Exhibit A and the Escrow Agent shall be fully protected in relying on the completeness and accuracy of said Exhibit A. Notwithstanding anything to the contrary contained in the Merger Agreement, prior to the release by the Escrow Agent of any shares of Parent Common Stock from the “Escrow Fund, whether pursuant to an Officer’s Certificate, written instruction of the Parent and/or the Stockholder Agent, an arbitration order or otherwise in accordance with this Agreement or the Merger Agreement, the Escrow Agent shall be notified in writing of the number of shares of Parent Common Stock that are to be disbursed to Parent, the Surviving Corporation, the Securityholders’ Agent, and the Stockholders or otherwise out of the Escrow Fund and the appropriate distribution allocations”. The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Agreement. (c) The Escrow Agent shall invest all amounts held in the Escrow Account in accordance with the instructions set forth on Schedule B. (d) Purchaser and Seller acknowledges that the Escrow Agent assumes no responsibility whatsoever for bank failure, bank insolvency, bank holidays or delay in disbursing the Escrow Funds due to bank or governmental regulation, inability of the depository to pay such funds on demand or delay in transfer of funds through the federal wire system, and further acknowledge that Federal Deposit Insurance Corporation (“FDIC”) coverage applies up to a specified maximum amount for each individual depositor including all of depositor’s accounts at the same or related institution, and that Escrow Agent assumes no responsibility for, nor will it be held liable for any loss occurring which arises from the fact that the amount of the Escrow Account may cause the aggregate amount of any individual depositor’s accounts to exceed the amount insured by the FDIC. Purchaser and Seller have no duty or obligation at made their own independent investigation of PNC Bank, 4 the depositing banking institution which, absent any time instructions to calculate or determine the number of shares of Parent Common Stock to be disbursed from contrary on Exhibit B, will hold the Escrow Fund. 3.