Common use of Operation of Escrow Clause in Contracts

Operation of Escrow. The Parties agree that the escrow created by this Agreement (the "Escrow") shall operate as follows: (a) Under the terms of the Reorganization and Stock Purchase Agreement, the Shares and the Issuer Warrants will be issued in the names of the BSM Shareholders in the amounts shown on the attached Exhibit B and then placed in Escrow under the terms of this Agreement until one of the following events occurs: (i) six (6) months pass after the Closing Date of the Reorganization and Stock Purchase Agreement (the "Deadline") and no event described in clause (ii) or (iii) below has previously occurred; (ii) prior to the Deadline, BSM and/or the BSM Shareholders take any action, or fail to take any action reasonably requested in writing by the Control Shareholders, where such act or omission (A) prevents or otherwise interferes with Issuer's and/or SSET's ability to comply with the terms of the Reorganization and Stock Purchase Agreement and/or the Spin-Off Agreement or (B) otherwise constitutes a breach by BSM and/or the BSM Shareholders of any of their obligations under and the Reorganization and Stock Purchase Agreement; (iii) prior to the Deadline, BSM and/or the BSM Shareholders take any action, or fail to take any action reasonably requested in writing by MBBRAMAR, Inc. ("MBB"), where such act or omission prevents or otherwise interferes with (A) SSET's and MBB's renegotiation of the Option (as defined in the Reorganization and Stock Purchase Agreement, attached hereto as Exhibit D) on terms acceptable to MBB or (B) any exercise by SSET of the renegotiated Option. If the terms of clause (i) above are satisfied, the BSM Shareholders shall thereafter be entitled to the Issuer Shares and the Issuer Warrants and the Issuer shall be entitled to the BSM Shares. If the terms of clause (ii) or (iii) above are satisfied, the Control Shareholders shall thereafter be entitled to the Issuer Shares and the BSM Shares shall be returned to the BSM Shareholders (with the Issuer Warrants then being canceled). While the Issuer Shares are in Escrow, Issuer's stock transfer agent shall be instructed to show the address of the BSM Shareholders with respect to the Shares in care of the Agent. (b) At such time as the BSM Shareholders, or the Control Shareholders believe they are entitled to their respective Escrowed Property under this Agreement, then that Party shall submit a request for dispersal of the Escrowed Property (a "Request for Dispersal") in the form attached hereto as Exhibit C to both the Agent and the other Parties. The Party issuing the Request for Dispersal must deliver it in the manner, and to the addresses, listed in Section 2.04 below. (c) Upon the receipt of a validly delivered Request for Dispersal, the Party that received it shall have fifteen (15) days after receipt to deliver a written statement objecting to the Request for Dispersal (an "Objection"). An Objection must be delivered to the Agent and the other Parties in the manner, and to the addresses, listed in Section 2.04 below, and must be received by the Agent and the other Parties on or before the fifteenth day after the sending Party's receipt of the Request for Dispersal. (d) If the Agent does not receive a timely Objection, the Agent shall deliver the Escrowed Property to the Parties in the manner provided in this Escrow Agreement. (e) If the Agent does receive a timely Objection from another Party, then the Parties will attempt in good faith for a period of thirty (30) days thereafter ("Negotiation Period") to agree upon a resolution for the distribution of the Escrowed Property. If the Parties reach such an agreement, a memorandum setting forth such agreement shall be prepared and signed by each of the Parties and furnished to the Agent. The Agent shall then be entitled to rely on any such memorandum and release the Escrowed Property in accordance with the terms thereof. (f) In the event the Parties are unable to reach an agreement regarding the release of the Escrowed Property by the end of the Negotiation Period, then any Party may institute such actions or proceedings as they deem appropriate in any of the courts provided in Section 2.08 of this Agreement to resolve the dispute. In that case, the Agent shall hold the Escrowed Property until such time as it receives (i) a judgment from such court or (ii) written instructions signed by the Parties involved in the dispute. The Agent shall be entitled to act in accordance with any such judgment or instruction.

Operation of Escrow. 6.3.1 The Parties agree that Escrow Amount shall be held in the escrow created by this Escrow on the terms of the Escrow Agreement (and the "Escrow") shall operate as followsfollowing terms: (a) Under the terms any bank fees or other charges arising in respect of the Reorganization Escrow shall be paid by the Purchaser and Stock Purchase Agreementthe Parent, who will each pay one half of such bank fees and charges; (b) any interest or profit generated on the Escrow Amount (the “Income”) shall be held in Escrow with the principal Escrow Amount on which such Income accrued and, on release of such principal Escrow Amount, such Income shall also be released to the Party or Parties entitled to such principal Escrow Amount; (c) subject to clauses 6.3.1(d) and 6.3.3, at the end of the Escrow Period the Purchaser and the Parent shall issue joint written instructions to the Escrow Agent to release the remaining balance of the principal Escrow Amount (together with accrued Income thereon) to the Parent; (d) to the extent that, prior to the expiry of the Escrow Period, the Shares Purchaser has notified the Parent of any claim in respect of which it may be entitled to be satisfied from the Escrow Amount and (whether before or after the Issuer Warrants will be issued in the names end of the BSM Shareholders in Escrow Period) the amounts shown on the attached Exhibit B and then placed in Escrow under the terms amount of this Agreement until one of the following events occursany such claim has: (i) six been agreed in writing between the Parent and the Purchaser (6) months pass after the Closing Date of the Reorganization and Stock Purchase Agreement (the "Deadline") and no event described in clause (ii) such agreement not to be unreasonably withheld or (iii) below has previously occurred;delayed following any oral agreement between them); or (ii) been judicially determined by court of competent jurisdiction (from which no appeal is available (or has ceased to be available without any such appeal having been made)). then the Purchaser and the Parent shall promptly upon such agreement or determination (and in any event within 14 days thereof) issue joint written instructions to the Escrow Agent to release to the Purchaser: (i) such part of the principal Escrow Amount as is equal to the amount of such claim as so agreed or determined (or, if less, the whole of the remaining principal Escrow Amount); and (ii) all Income which has accrued on such principal Escrow Amount; 6.3.2 to the extent that the liability for, or the quantum of, any claim notified by the Purchaser to the Parent prior to the Deadline, BSM and/or the BSM Shareholders take any action, or fail to take any action reasonably requested in writing by the Control Shareholders, where such act or omission (A) prevents or otherwise interferes with Issuer's and/or SSET's ability to comply with the terms expiry of the Reorganization Escrow Period, and Stock Purchase Agreement and/or in respect of which claim the Spin-Off Agreement Purchaser may be entitled to be satisfied from the Escrow Amount, shall not have been agreed or determined (B) otherwise constitutes in a breach by BSM and/or the BSM Shareholders of manner described in any of their obligations under sub-clauses 6.3.1(d)(i) to 6.3.1(d)(ii) before the expiry of the Escrow Period, then: (i) such principal Escrow Amount as is reasonably sufficient to satisfy all such claims in full (together with accrued Income on such principal Escrow Amount) (or such other amount as the Purchaser and the Reorganization and Stock Purchase Agreement;Parent may agree in writing) shall continue to be retained in the Escrow after expiry of the Escrow Period pending agreement or determination ((in a manner described in any of sub-clauses 6.3.1(d)(i) to 6.3.1(d)(ii)) of such claim; and (iiiii) the balance of the Escrow Amount (and accrued Income thereon) (less all retained amounts determined in accordance with (i) above) shall be released in accordance with 6.3.1(c). Promptly thereafter upon the agreement or determination (and in any event within 21 days thereof) of such a notified claim, the Parent and the Purchaser shall issue joint instructions to the Escrow Agent to release to the Purchaser: (i) such part the retained principal Escrow Amount as is equal to the amount of such claim as so agreed or determined (or, if less, the whole of the retained principal Escrow Amount); and (ii) all Income which has accrued on such retained principal Escrow Amount. After expiry of the Escrow Period, once all such claims notified prior to the Deadlineexpiry of the Escrow Period have been so agreed or determined, BSM and/or the BSM Shareholders take any action, or fail Parent and the Purchaser shall promptly issue joint instructions to take any action reasonably requested in writing by MBBRAMAR, Inc. the Escrow Agent to release the remaining balance of the principal Escrow Amount ("MBB"together with accrued Income thereon) to the Parent. 6.3.3 For the purposes of clauses 6.3.1(d), where such act or omission prevents or otherwise interferes with (A) SSET's if and MBB's renegotiation of the Option (as defined in the Reorganization and Stock Purchase Agreement, attached hereto as Exhibit D) on terms acceptable to MBB or (B) any exercise by SSET of the renegotiated Option. If the terms of clause (i) above are satisfied, the BSM Shareholders shall thereafter be entitled to the Issuer Shares extent that: (a) the Purchaser gives unconditional and the Issuer Warrants and the Issuer shall be entitled irrevocable written notice to the BSM Shares. If the terms of clause Parent that a claim (iior part thereof) or (iii) above are satisfied, the Control Shareholders shall thereafter be entitled to the Issuer Shares and the BSM Shares shall be returned to the BSM Shareholders (with the Issuer Warrants then being canceled). While the Issuer Shares are in Escrow, Issuer's stock transfer agent shall be instructed to show the address of the BSM Shareholders with respect to the Shares in care of the Agent.is withdrawn; or (b) At such time as if legal proceedings commenced by the BSM Shareholders, Purchaser in respect of a claim (or the Control Shareholders believe they part thereof) are entitled to their respective Escrowed Property under this Agreement, then that Party shall submit a request for dispersal unconditionally and finally withdrawn or struck-out (without possibility of the Escrowed Property (a "Request for Dispersal") in the form attached hereto as Exhibit C to both the Agent and the other Parties. The Party issuing the Request for Dispersal must deliver it in the manner, and to the addresses, listed in Section 2.04 below.re-instatement); or (c) Upon the receipt Purchaser has no right to commence legal proceedings in respect of a validly delivered Request for Dispersalclaim (or part thereof), then such claim (or, as the case may be, the Party that received it relevant part thereof) shall be deemed to have fifteen been determined with no release of any Escrow Amount (15or Income) days after receipt to deliver a written statement objecting due to the Request for Dispersal (an "Objection"). An Objection must be delivered to the Agent and the other Parties Purchaser in the manner, and to the addresses, listed in Section 2.04 below, and must be received by the Agent and the other Parties on or before the fifteenth day after the sending Party's receipt of the Request for Dispersal. (d) If the Agent does not receive a timely Objection, the Agent shall deliver the Escrowed Property to the Parties in the manner provided in this Escrow Agreement. (e) If the Agent does receive a timely Objection from another Party, then the Parties will attempt in good faith for a period of thirty (30) days thereafter ("Negotiation Period") to agree upon a resolution for the distribution of the Escrowed Property. If the Parties reach such an agreement, a memorandum setting forth such agreement shall be prepared and signed by each of the Parties and furnished to the Agent. The Agent shall then be entitled to rely on any such memorandum and release the Escrowed Property in accordance with the terms respect thereof. (f) In the event the Parties are unable to reach an agreement regarding the release of the Escrowed Property by the end of the Negotiation Period, then any Party may institute such actions or proceedings as they deem appropriate in any of the courts provided in Section 2.08 of this Agreement to resolve the dispute. In that case, the Agent shall hold the Escrowed Property until such time as it receives (i) a judgment from such court or (ii) written instructions signed by the Parties involved in the dispute. The Agent shall be entitled to act in accordance with any such judgment or instruction.

Operation of Escrow. The Parties parties hereto agree that that, subject to Section 1.03 hereof, the escrow Escrow created by this Agreement (the "Escrow") hereby shall operate as follows: (ai) Under If, prior to the terms time all of the Reorganization and Stock Escrowed Shares are distributed by the Seller in connection with its liquidation pursuant to Section 4.04 of the Asset Purchase Agreement, the Shares Purchaser has learned of a breach of any representation, warranty, covenant, or agreement of Seller contained in the Asset Purchase Agreement, the Purchaser in its discretion can by written notice (a "4.06(a) Notice") to Seller pursuant to Section 1.02(a)(ii) hereof deduct from the number of shares of Purchaser Common Stock otherwise deliverable to Seller from the Escrow, and the Issuer Warrants will Escrow Agent shall deliver to the Purchaser from the Escrow, a number of such shares the value of which is equal to the aggregate of (A) the amount necessary to cure or make whole such breach and (B) the amount of losses, liabilities, claims, damages, and expenses whatsoever (as defined in Section 4.05 of the Asset Purchase Agreement) incurred or demonstrably in prospect of being incurred by any Indemnitee arising out of, based upon, or in connection with such breach. For purposes of the immediately preceding sentence, each share of Purchaser Common Stock shall be issued valued at the Trailing Average Closing Price. Such shares of Purchaser Common Stock delivered to Purchaser and HEcom shall be deemed to be excluded and deducted from the consideration paid to Seller pursuant to this Agreement and shall become authorized, but unissued, shares of Purchaser Common Stock. (ii) The 4.06 (a) Notice shall (A) describe in reasonable detail the breach of the representation, warranty, covenant, or agreement of Seller contained in the names Asset Purchase Agreement giving rise to the liability for which a disbursement from the Escrow is required, (B) certify that such liability is an indemnifiable liability under Section 4.06(a) of the BSM Shareholders in Asset Purchase Agreement, (C) specify the amounts shown on amount of such liability, (D) set forth the attached Exhibit B calculation of the number of shares of Purchaser Common Stock having such value, and then placed in (E) give instructions to the Escrow under Agent as to the terms release of the shares of Purchaser Common Stock and/or Purchaser Preferred Stock. On the fifth business day ("business day" being defined for purposes of this Agreement until one as any day which is not a Saturday, a Sunday or a day on which banks or trust companies in the City and State of New York are authorized or obligated by law, regulation, or executive order to remain closed) following the following events occurs:receipt of any 4.06 (a) Notice, the Escrow Agent, subject to Section 1.03 hereof, shall release to such Purchaser the number of shares of Purchaser Common Stock in clause (D) above and shall deliver such securities in accordance with the instructions contemplated by clause (E) above. (i) six (6Notwithstanding Section 1.02(a) months pass after hereof, if, prior to the Closing Date date 30 calendar days following the date of the Reorganization Closing, the obligations of the Seller or any Seller Subsidiary to Xxxx Deere Health, Inc. and Stock Purchase Agreement its affiliates (the collectively, "DeadlineDeere") shall not have been either paid in full by the Seller and no event described the Seller Subsidiaries or converted into, or exchanged for, shares of Seller Common Stock or other equity securities of Seller, and Purchaser shall have satisfied such liabilities pursuant to Section 4.06(b) of the Asset Purchase Agreement, the Purchaser in clause its discretion can by written notice (iia "4.06(b) or Notice") to Seller pursuant to Section 1.02(b)(ii) hereof deduct from the number of shares of Purchaser Common Stock otherwise deliverable to Seller from the Escrow, and the Escrow Agent shall deliver to the Purchaser from the Escrow, as hereinafter provided, a number of such shares the value of which is equal to the product of (iiiA) below has previously occurred;the total amount paid by Purchaser and HEcom to satisfy such obligations to Deere and (B) 2.3. For purposes of the immediately preceding sentence, each share of Purchaser Common Stock shall be valued at the Trailing Average Closing Price. Such shares of Purchaser Common Stock delivered to Purchaser and HEcom shall be deemed to be excluded and deducted from the consideration paid to Seller pursuant to this Agreement and shall become authorized, but unissued, shares of Purchaser Common Stock. (ii) prior to the Deadline, BSM and/or the BSM Shareholders take any action, or fail to take any action reasonably requested in writing by the Control Shareholders, where such act or omission (A) prevents or otherwise interferes with Issuer's and/or SSET's ability to comply with the terms of the Reorganization and Stock Purchase Agreement and/or the Spin-Off Agreement or (B) otherwise constitutes a breach by BSM and/or the BSM Shareholders of any of their obligations under and the Reorganization and Stock Purchase Agreement; (iii) prior to the Deadline, BSM and/or the BSM Shareholders take any action, or fail to take any action reasonably requested in writing by MBBRAMAR, Inc. ("MBB"), where such act or omission prevents or otherwise interferes with (A) SSET's and MBB's renegotiation of the Option (as defined in the Reorganization and Stock Purchase Agreement, attached hereto as Exhibit D) on terms acceptable to MBB or (B) any exercise by SSET of the renegotiated Option. If the terms of clause (i) above are satisfied, the BSM Shareholders shall thereafter be entitled to the Issuer Shares and the Issuer Warrants and the Issuer shall be entitled to the BSM Shares. If the terms of clause (ii) or (iii) above are satisfied, the Control Shareholders shall thereafter be entitled to the Issuer Shares and the BSM Shares shall be returned to the BSM Shareholders (with the Issuer Warrants then being canceled). While the Issuer Shares are in Escrow, Issuer's stock transfer agent shall be instructed to show the address of the BSM Shareholders with respect to the Shares in care of the Agent.The 4.06 (b) At Notice shall (A) set forth the amount of the obligation to Deere paid by Purchaser, (B) set forth the calculation of the amount of the liability of the Seller to the Purchaser therefor, (C) set forth the calculation of the number of shares of Purchaser Common Stock having such time value, and (D) give instructions to the Escrow Agent as to the BSM Shareholdersrelease of the shares of Purchaser Common Stock. On the fifth business day following the receipt of any 4.06 (b) Notice, the Escrow Agent, subject to Section 1.03 hereof, shall release to such Purchaser the number of shares of Purchaser Common Stock in clause (C) above and shall deliver such securities in accordance with the instructions contemplated by clause (D) thereof. (i) Notwithstanding Sections 1.02(a) and 1.02(b) hereof, if, prior to the date of the liquidation of the Seller pursuant to Section 4.04 of the Asset Purchase Agreement, the obligations of the Seller or any Seller Subsidiary other than to Deere shall not have been either paid in full by the Seller and the Seller Subsidiaries or converted into, or exchanged for, shares of Seller Common Stock or other equity securities of Seller, and such liabilities, up to a total of $700,000, shall have been satisfied by the Control Shareholders believe they are entitled to their respective Escrowed Property under this AgreementPurchaser, then that Party shall submit a request for dispersal of the Escrowed Property Purchaser in its discretion can by written notice (a "Request for Dispersal4.06(c) Notice") in to Seller pursuant to Section 1.02(c)(ii) hereof deduct from the form attached hereto as Exhibit C number of shares of Purchaser Common Stock otherwise deliverable to both Seller from the Agent Escrow, and the other Parties. The Party issuing the Request for Dispersal must Escrow Agent shall deliver it in the manner, and to the addressesPurchaser from the Escrow, listed in Section 2.04 belowas of the date of such notice, a number of such shares the value of which is equal to the product of (A) the total amount paid by Purchaser and HEcom to satisfy such obligations and (B) 1.5. For purposes of the immediately preceding sentence, each share of Purchaser Common Stock shall be valued at the Trailing Average Closing Price. Such shares of Purchaser Common Stock delivered to Purchaser and HEcom shall be deemed to be excluded and deducted from the consideration paid to Seller pursuant to this Agreement and shall become authorized, but unissued, shares of Purchase Common Stock. (ii) The 4.06 (c) Upon Notice shall (A) set forth the receipt amount of a validly delivered Request for Dispersalthe obligations paid by Purchaser, (B) set forth the Party that received it shall have fifteen (15) days after receipt to deliver a written statement objecting calculation of the amount of the liability of the Seller to the Request for Dispersal Purchaser therefor, (an "Objection"). An Objection must be delivered C) set forth the calculation of the number of shares of Purchaser Common Stock having such value, and (D) give instructions to the Escrow Agent and the other Parties in the manner, and as to the addresses, listed in Section 2.04 below, and must be received by the Agent and the other Parties on or before the fifteenth day after the sending Party's receipt of the Request for Dispersal. (d) If the Agent does not receive a timely Objection, the Agent shall deliver the Escrowed Property to the Parties in the manner provided in this Escrow Agreement. (e) If the Agent does receive a timely Objection from another Party, then the Parties will attempt in good faith for a period of thirty (30) days thereafter ("Negotiation Period") to agree upon a resolution for the distribution of the Escrowed Property. If the Parties reach such an agreement, a memorandum setting forth such agreement shall be prepared and signed by each of the Parties and furnished to the Agent. The Agent shall then be entitled to rely on any such memorandum and release the Escrowed Property in accordance with the terms thereof. (f) In the event the Parties are unable to reach an agreement regarding the release of the Escrowed Property by shares of Purchaser Common Stock. On the end fifth business day following the receipt of the Negotiation Period, then any Party may institute such actions or proceedings as they deem appropriate in any of the courts provided in Section 2.08 of this Agreement to resolve the dispute. In that case, the Agent shall hold the Escrowed Property until such time as it receives (i) a judgment from such court or (ii) written instructions signed by the Parties involved in the dispute. The Agent shall be entitled to act in accordance with any such judgment or instruction.4.06