Common use of Release of Escrow Clause in Contracts

Release of Escrow. The Escrow Agreement shall specify that the remaining Indemnification Escrow Funds (if any) shall be released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, in the manner provided in Section 3.2(e)) in accordance with such holders’ relative Applicable Percentages on the first (1st) Business Day following the twelve (12) month anniversary of the Closing Date (“Escrow Release Date”); provided, however, that if any claim pursuant to Article VIII shall have been properly asserted by any Acquiror Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remain pending on the Escrow Release Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, in respect of Canceled Options) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in the Indemnification Escrow Fund following the Escrow Release Date in respect of any such Pending Claim shall be, as applicable, (A) used to satisfy any amounts owed to the Acquiror Indemnified Parties pursuant to this Article VIII, or (B) released to the applicable Pre-Closing Holders (or to the Surviving Corporation, in respect of Canceled Options) entitled to receive the Merger Consideration in accordance with such holders’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case, in which this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent and the Exchange Agent to distribute the Indemnification Escrow Funds in accordance with this Section 8.7 and the Escrow Agreement.

Release of Escrow. The Escrow first sentence of Section 6.7(d) of the Share Purchase Agreement shall specify that is hereby deleted in its entirety and replaced with the remaining Indemnification Escrow Funds (if any) shall be released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, in the manner provided in Section 3.2(e)) in accordance with such holders’ relative Applicable Percentages on the first (1st) Business Day following: “Promptly following the twelve (12) eighteen-month anniversary of the Closing Date Date, in the case of the Indemnity Escrow Amount, or the date on which the Operating Income Statement in respect of the Earnout Period becomes final, in the case of the Earnout Escrow Amount, Buyer and Sellers’ Representative will execute a joint instruction to release, as applicable, (“i) the then-remaining balance of the Indemnity Escrow Release Date”Amount to Sellers’ Representative, or (ii) the then-remaining balance of the Earnout Escrow Amount to Sellers’ Representative and/or Buyer in accordance with Section 2.5(b)(i); provided, however, in the event that if any claim Buyer has made claim(s) for Damages pursuant to Article VIII shall Section 6.2(b) and such indemnification claim(s) remain outstanding as of the relevant date, then on such date, Buyer and Sellers’ Representative will execute a joint instruction to have been properly asserted by any Acquiror Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remain pending on the Escrow Release Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, in respect of Canceled Options) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in the Indemnification Escrow Fund following the Escrow Release Date in respect of any such Pending Claim shall be, as applicable, (Ai) used pay to satisfy any amounts owed Sellers’ Representative an amount, if any, equal to the Acquiror Indemnified Parties remaining balance of the Indemnity Escrow Amount or the Earnout Consideration due to Sellers pursuant to this Article VIIISection 2.5(b)(i), or (B) released as applicable, less the amount mutually agreed to the applicable Pre-Closing Holders (or to the Surviving Corporation, in respect of Canceled Options) entitled to receive the Merger Consideration in accordance with such holdersgood faith by Buyer and Sellers’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction Representative of such Pending Claim. In each caseoutstanding indemnification claim(s) (the “Claim Amount”), in which this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to Claim Amount will remain held by the Escrow Agent instructing pending the Escrow Agent and resolution of such indemnification claim, and/or (ii) release to Buyer an amount, if any, equal to the Exchange Agent Unearned Amount to distribute the Indemnification Escrow Funds in accordance with this be released to Buyer pursuant to Section 8.7 and the Escrow Agreement2.5(b)(i).”

Release of Escrow. The Escrow Agreement shall specify that the remaining Indemnification Escrow Funds (if any) shall be released Notwithstanding anything to the Exchange contrary in this Agreement, the parties shall instruct the Escrow Agent for onward distribution to: (A) sell such number of Escrow Shares into the market in increments of approximately 100,000 Consideration Shares per trading day (or, on the final trading day of such sales, such lesser amount as required to make the payment to the applicable Pre-Closing Holders Purchaser referred to in this subclause (A)), such sales to commence on 29 July 2024 (or such other date or in such other manner as agreed in writing between the Institutional Seller and the Purchaser), until such sales have generated an amount required to pay USD 8,000,000 to the Surviving CorporationPurchaser, for onward payment and promptly thereafter instruct the Escrow Agent to applicable Pre-Closing Holders pay USD 8,000,000 to the Purchaser (“Expro Escrow Sale”); and (B) in respect of Canceled Optionsthe remaining Escrow Shares which are not sold pursuant to the Expro Escrow Sale, in within 2 Business Days after the manner provided in Section 3.2(e)) sale of the last of the Escrow Shares required to be sold pursuant to the Expro Escrow Sale, transfer such Escrow Shares to the Sellers in accordance with such holders’ relative Applicable Percentages on the first (1st) Business Day following the twelve (12) month anniversary Allocation Schedule. Each of the Closing Date (“parties shall use all reasonable endeavours to procure that the Escrow Release Date”); provided, however, that if any claim pursuant to Article VIII shall have been properly asserted by any Acquiror Indemnified Party Shares are sold or transferred in accordance with this Agreement paragraph 5. For the avoidance of doubt, any remaining amounts held by or on or prior behalf of the Escrow Agent after the payment to the applicable Survival Expiration Date Purchaser under subclause (A) above shall belong and remain pending be transferred to the Sellers. 2.2 Each of the Institutional Seller, the First Management Representative (on behalf of himself and the Escrow Release Date (any such claim, a “Pending Claim”First Management Sellers), the Second Management Representative (on behalf of himself and the Second Management Sellers), Xxxxx Xxxxxx and Xxxxx Xxxxxxxx hereby irrevocably and unconditionally waive their respective rights, and irrevocably and unconditionally discharge and release the Purchaser from its obligations, under: (i) the Indemnification Escrow Funds released definitions of “Balancing Amount”, “GBP True Up Purchaser Amount”, “GBP True Up Seller Amount” and “True Up Payment Amount” in clause 1.1 of the Agreement; (ii) clauses 3.8 to 3.11 (inclusive) and clause 3.13 of the Exchange Agent for onward distribution to Agreement; (iii) Schedule 4 of the applicable Pre-Closing Holders Agreement; (and to iv) Schedule 5 of the Surviving Corporation, in respect of Canceled OptionsAgreement; (v) shall be Schedule 6 (save for: (i) the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim words above paragraph 1; and (ii) any funds that remain in paragraph 5) of the Indemnification Escrow Fund following Agreement; and (vi) Schedule 7 of the Escrow Release Date in respect of any such Pending Claim shall be, as applicable, (A) used to satisfy any amounts owed to the Acquiror Indemnified Parties pursuant to this Article VIII, or (B) released to the applicable Pre-Closing Holders (or to the Surviving Corporation, in respect of Canceled Options) entitled to receive the Merger Consideration in accordance with such holders’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case, in which this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent and the Exchange Agent to distribute the Indemnification Escrow Funds in accordance with this Section 8.7 and the Escrow Agreement. 2.3 The Purchaser hereby irrevocably and unconditionally waives its rights, and irrevocably and unconditionally discharges and releases the Sellers from their respective obligations, under: (i) the definitions of “Balancing Amount”, “GBP True Up Purchaser Amount”, “GBP True Up Seller Amount” and “True Up Payment Amount” in clause 1.1 of the Agreement; (ii) clauses 3.8 to 3.11 (inclusive) and clause 3.13 of the Agreement; (iii) Schedule 4 of the Agreement; (iv) Schedule 5 of the Agreement; (v) Schedule 6 (save for: (i) the words above paragraph 1; and (ii) paragraph 5) of the Agreement; and (vi) Schedule 7 of the Agreement.

Release of Escrow. The Within five (5) Business Days after the expiration of eighteen (18) months from Closing (the “Escrow Agreement Expiration Date”), the Escrow Agent shall specify (and, if necessary, the Buyer and the Representatives shall jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to act accordingly) release from the Escrow Fund to each Selling Indemnifying Party its Pro Rata Share of (i) the aggregate amount, in cash and shares of Parent Common Stock, remaining in the Escrow Fund as of the Escrow Expiration Date; minus (ii) the aggregate amount, as of the Escrow Expiration Date, of the amounts of Damages associated with all claims contained in Buyer Indemnification Claims that have not been finally resolved and paid (such unresolved claims being referred to as the remaining “Unresolved Claims”), except that in the event of an Unresolved Claim for which the Damages are not ascertained and specified in the Buyer Indemnification Claim, the amount to be retained in escrow shall be only an amount equal to a good faith estimate of the then reasonably anticipated Damages based on all available information. Following the Escrow Funds Expiration Date, if an Unresolved Claim is finally resolved, the Escrow Agent shall (and, if necessary, the Buyer and the Representative shall jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to act accordingly), within five (5) Business Days after the final resolution of such Unresolved Claim and the delivery to the Buyer Indemnified Parties of the amount to be delivered to them from the Escrow Fund pursuant to this Article 9, release from the Escrow Fund to each Seller Indemnifying Party its Pro Rata Share of the amount (if any) shall be released to by which the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, aggregate amount held in the manner provided in Section 3.2(e)) in accordance with such holders’ relative Applicable Percentages on the first (1st) Business Day following the twelve (12) month anniversary Escrow Fund as of the Closing Date (“Escrow Release Date”); provided, however, that if any claim pursuant to Article VIII shall have been properly asserted by any Acquiror Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remain pending on the Escrow Release Date (any time of such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, in respect of Canceled Options) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus disbursement exceeds the aggregate amount of such Pending all remaining Unresolved Claims. Similarly, if based on new information, a good faith estimate of the reasonably anticipated Damages under an Unresolved Claim and (ii) any funds that remain results in the Indemnification anticipated Damages being less than the amount retained in Escrow, then the excess amount retained in Escrow Fund following shall be released in the Escrow Release Date same manner as set forth in respect of any such Pending Claim shall be, as applicable, (A) used to satisfy any amounts owed to the Acquiror Indemnified Parties pursuant to this Article VIII, or (B) released to the applicable Pre-Closing Holders (or to the Surviving Corporation, in respect of Canceled Options) entitled to receive the Merger Consideration in accordance with such holders’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case, in which this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent and the Exchange Agent to distribute the Indemnification Escrow Funds in accordance with this Section 8.7 and the Escrow Agreementprevious sentence.

Release of Escrow. The Escrow Agreement shall specify that the remaining Indemnification Escrow Funds Section 7.7.1 Within five (if any5) shall be released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, in the manner provided in Section 3.2(e)) in accordance with such holders’ relative Applicable Percentages on Business Days after the first (1st) Business Day following the twelve (12) month anniversary of the Closing Date (“Escrow Release Date”); provided, however, that if any claim pursuant to Article VIII shall have been properly asserted by any Acquiror Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remain pending on the Escrow Release Date (any such claim, a “Pending Claim”), (i) the Indemnification Escrow Funds released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, in respect of Canceled Options) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in the Indemnification Escrow Fund following the Escrow Release Date in respect of any such Pending Claim shall be, as applicable, (A) used to satisfy any amounts owed to the Acquiror Indemnified Parties pursuant to this Article VIII, or (B) released to the applicable Pre-Closing Holders (or to the Surviving Corporation, in respect of Canceled Options) entitled to receive the Merger Consideration in accordance with such holders’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case, in which this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror Parent and the Holder Stockholders’ Representative shall promptly submit joint execute written instructions to the Escrow Agent instructing the Escrow Agent (A) to disburse an amount equal to (i) one-half of the Escrow Funds (less the aggregate amount of all claims for indemnification asserted in writing by the Purchaser Indemnitees prior to such date pursuant to Article 7 hereof to the extent not paid or satisfied prior to such date (“Pending Claims”))(the “First Release Amount”) multiplied by (ii) the aggregate Escrow Percentage of all Selling Stockholders (the “Selling Stockholder First Release Funds”) to the Stockholders’ Representative and (B) to disburse an amount equal to (i) the First Release Amount multiplied by (ii) the aggregate Escrow Percentage of all Option Holders (the “Option Holder First Release Funds”) to the Surviving Corporation. Promptly after its receipt of the Selling Stockholder First Release Funds, the Stockholders’ Representative shall distribute to each Selling Stockholder an amount in cash equal to (y) the First Release Amount multiplied by (z) each such holder’s Fully-Diluted Percentage, less any applicable withholding. Promptly after its receipt of the Option Holder First Release Funds, the Surviving Corporation shall distribute to each Option Holder an amount in cash equal to (y) First Release Amount multiplied by (z) each such Option Holder’s Fully-Diluted Percentage, less any applicable withholding. Section 7.7.2 Within five (5) Business Days of the date that is the eighteen (18) month anniversary of the Closing Date, Parent and the Exchange Stockholders’ Representative shall execute written instructions to the Escrow Agent instructing the Escrow Agent to distribute disburse an amount in cash equal to the Indemnification remaining Escrow Funds in accordance with this Section 8.7 (less the aggregate amount of all Pending Claims) (the “Second Release Amount”) to the Stockholders’ Representative and the Surviving Corporation with the amount to be disbursed to the Stockholders’ Representative and the Surviving Corporation determined using the formula set forth in Section 7.7.1 used to determine the amount of the First Release Amount disbursed to each of the Stockholders’ Representative and the Surviving Corporation. The total amount of the Second Release Amount received by the Stockholders’ Representative is hereinafter referred to as the “Selling Stockholder Second Release Funds.” The total amount of the Second Release Amount received by the Surviving Corporation is hereinafter referred to as the “Option Holder Second Release Funds”. Promptly after its receipt of the Selling Stockholder Second Release Funds, the Stockholders’ Representative shall distribute to Selling Stockholder an amount in cash equal to (y) the Second Release Amount multiplied by (z) each such Selling Stockholder’s Escrow AgreementPercentage, less any applicable withholding. Promptly after its receipt of the Option Holder Second Release Funds, the Surviving Corporation shall distribute to each Option Holder an amount in cash equal to (y) Second Release Amount multiplied by (z) each such Option Holder’s Escrow Percentage, less any applicable withholding. Promptly following the resolution of a Pending Claim, the Escrow Agent shall release to each of the Stockholders’ Representative and the Surviving Corporation that portion of any Escrow Funds retained in respect of such Pending Claim remaining after the resolution (including the making of any payments required to be made in connection with such resolution) of such Pending Claim (the “Pending Claims Funds”) with the amount to be disbursed to the each of the Stockholders’ Representative and the Surviving Corporation determined using the formula set forth in Section 7.7.1 used to determine the amount of the First Release Amount disbursed to each of the Stockholders’ Representative and the Surviving Corporation. Promptly upon the Stockholders’ Representative’s or the Surviving Corporation’s receipt of any Pending Claims Funds, the Stockholders’ Representative or the Surviving Corporation, as applicable, shall distribute such Pending Claims Funds to the Selling Stockholders (in the case of the Stockholders’ Representative) or the Option Holders (in the case of the Surviving Corporation) using the formula set forth in Section 7.7.1 for the allocation of either the Selling Stockholder First Release Funds or the Option Holder First Release Funds, as applicable.

Release of Escrow. The Escrow Agreement shall specify that (i) Within five (5) Business Days following the remaining Indemnification Escrow Funds (if any) shall be released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving CorporationExpiration Date, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, in the manner provided in Section 3.2(e)) in accordance with such holders’ relative Applicable Percentages the terms of the Escrow Agreement, the Escrow Agent shall distribute to the Escrow Participants, at their respective addresses and in proportion to their respective Pro Rata Amount set forth on the first (1st) Business Day following Closing Consideration Exhibit to the twelve (12) month anniversary of Escrow Agreement, any Escrow Shares deposited into the Closing Date (“Escrow Release Date”); provided, however, that if any claim Account pursuant to Article VIII shall have been properly asserted by any Acquiror Indemnified Party in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remain pending on the Escrow Release Date (any such claim, a “Pending Claim”), Section 1.7 less (i) the Indemnification number of Escrow Funds released Shares paid to Parent in satisfaction of indemnification claims made by Parent prior to the Exchange Agent for onward distribution Expiration Date pursuant to the applicable Pre-Closing Holders Article 8 hereof, and (and to the Surviving Corporation, in respect ii) a number of Canceled Options) shall be the amount of Indemnification Escrow Funds then held by Shares which the Escrow Agent, minus Agent shall retain equal to the aggregate amount of indemnification claims made by Parent pursuant to Article 8 hereof which shall be outstanding and unresolved (the "Aggregate Outstanding Claims"), or, in the event that the Aggregate Outstanding Claims exceed the remaining number of Escrow Shares, all remaining Escrow Shares (such Pending Claim number of retained Escrow Shares and such number of retained Escrow Shares as such amount and number may be further reduced after the Expiration Date by distributions to the Escrow Participants by Parent pursuant to Article 8 hereof and amounts paid to Parent in satisfaction of indemnification claims made by Parent prior to the Expiration Date pursuant to Article 8 hereof, the "Retained Escrow Consideration"). (ii) In the event and to the extent that after the Expiration Date any funds that remain outstanding indemnification claim made by a Parent Indemnified Person pursuant to Article 8 hereof is resolved against such Parent Indemnified Person (or is resolved in favor of a Parent Indemnified Person but in a smaller amount than originally retained by the Escrow Agent on behalf of Parent), the Escrow Agent shall deliver to the Escrow Participants, at their respective addresses and in proportion to their respective Pro Rata Amount set forth on the Closing Consideration Exhibit to the Escrow Agreement, an amount of the Retained Escrow Consideration corresponding to the amount of the outstanding indemnification claim resolved against such Parent Indemnified Person (or, in the Indemnification Escrow Fund following case where the Escrow Release Date indemnification claim is resolved in respect favor of any such Pending Claim shall bea Parent Indemnified Person but in a smaller amount than originally retained by Parent, as applicable, (A) used to satisfy any amounts owed to the Acquiror Indemnified Parties pursuant to this Article VIII, or (B) released to difference between the applicable Pre-Closing Holders (or to the Surviving Corporation, amount resolved in respect of Canceled Options) entitled to receive the Merger Consideration in accordance with such holders’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction favor of such Pending Claim. In each caseParent Indemnified Person and the amount originally retained), unless the remaining Aggregate Outstanding Claims would exceed the Retained Escrow Consideration after such distribution, in which this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to case the Escrow Agent instructing shall retain in the Escrow Agent and Account a number of Escrow Shares equal in value to the Exchange Agent to distribute amount of the Indemnification Escrow Funds in accordance with this Section 8.7 and the Escrow Agreementremaining Aggregate Outstanding Claims.

Release of Escrow. The Escrow Agreement shall specify that the remaining Indemnification Escrow Funds (if anya) shall be released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving CorporationIf, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, in the manner provided in Section 3.2(e)) in accordance with such holders’ relative Applicable Percentages on the first (1st) Business Day following the twelve (12) month anniversary of after 18 months after the Closing Date (“Escrow Release Date”the "RELEASE DATE"); provided, however, that if any claim pursuant to Article VIII shall have been properly asserted by any Acquiror Indemnified Party shares of the Purchaser's common stock representing the Purchaser Securities still remain in accordance with this Agreement on or prior to the applicable Survival Expiration Date and remain pending on the Escrow Release Date (any such claim, a “Pending Claim”), Account and (i) the Indemnification Escrow Funds released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, in respect of Canceled Options) Existing MAF Litigation shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim have been settled at a cost no greater than $85,000 and (ii) no other claims for Damages are then pending, then (i) any funds that remain such securities remaining in the Indemnification Escrow Fund following the Escrow Release Date in respect of any such Pending Claim Account shall be, as applicable, (A) used to satisfy any amounts owed be disbursed to the Acquiror Indemnified Parties pursuant to this Article VIIISelling Shareholders in the same ratio as set forth on Schedule 1.1. (b) In the event that, or (B) released at the Release Date, unresolved claims for indemnification shall have been made by Indemnitee, then Purchaser may in good faith, at any time prior to the applicable Pre-Closing Holders (or to the Surviving CorporationRelease Date, in respect of Canceled Options) entitled to receive the Merger Consideration in accordance with such holders’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each case, in which this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to notify the Escrow Agent instructing to such effect in writing, which notice shall describe briefly the nature of each such claim, and the estimated amount, based on the good faith judgment of Purchaser and as determined solely by Purchaser, of the potential liability with respect to each such claim. Purchaser shall promptly deliver to the Representative a copy of such written notice. The Escrow Agent shall have no obligation to verify that delivery of such notice has been made by Purchaser to the Representative, but agrees to forward to Representative, promptly, by overnight mail, a copy of the notice received by it. As more fully provided in the Securities Escrow Agreement, the Escrow Agent shall set aside and retain (to the Exchange Agent extent available in the then-remaining Escrow Account) as a reserve to distribute cover such claim or claims (such amount so set aside and reserved, as reduced from time to time pursuant to the Indemnification Escrow Funds in accordance with provisions of this Section 8.7 and Agreement, being herein called the "ESCROW ACCOUNT RESERVED AMOUNT") the following such number of shares of Common Stock comprising the Purchaser Securities equal to the dollar amount of the Escrow AgreementAccount Reserved Amount.

Release of Escrow. The Agent shall retain the Escrow Agreement Fund and shall specify that the remaining Indemnification Escrow Funds (if any) shall be released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, in the manner not distribute them except as provided in this Section 3.2(e)) until the Adjusted Cash Consideration has been finally determined in accordance with such holders’ relative Applicable Percentages on Sections 3.4 and 3.5 of the Merger Agreement and the aggregate amount of Parent Indemnitee Claims asserted by the first (1st) Business Day following the twelve (12) month anniversary of the Closing Date (“Escrow Release Date”); provided, however, that if any claim pursuant to Article VIII shall have has been properly asserted by any Acquiror Indemnified Party determined in accordance with this Article XI of the Merger Agreement on or prior to the applicable Survival Expiration Date and remain pending on the Escrow Release Date (any such claim, a “Pending ClaimParent Indemnitee Claims”), . (ia) Upon the Indemnification Escrow Funds released to the Exchange Agent for onward distribution to the applicable Pre-Closing Holders (and to the Surviving Corporation, in respect final determination of Canceled Options) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in the Indemnification Escrow Fund following the Escrow Release Date in respect of any such Pending Claim shall be, as applicable, (A) used to satisfy any amounts owed to the Acquiror Indemnified Parties pursuant to this Article VIII, or (B) released to the applicable Pre-Closing Holders (or to the Surviving Corporation, in respect of Canceled Options) entitled to receive the Merger Adjusted Cash Consideration in accordance with such holders’ relative Applicable Percentages the provisions of section 3.5 of the Merger Agreement, the Company and the Stockholder Representative shall deliver to the Agent a written notice (“Working Capital Adjustment Notice”) stating the Adjusted Cash Consideration and the amount by which the Adjusted Cash Consideration exceeds the Tentative Cash Consideration (the “Excess Amount”), or the amount, if any, by which if the Tentative Cash Consideration exceeds the Adjusted Cash Consideration (the “Deficit Amount”). (b) If the Working Capital Adjustment Notice states that there is an Excess Amount, the Parent shall promptly upon resolution or (if applicable) satisfaction of such Pending Claim. In each casedeposit with the Agent an amount in cash equal to the Excess Amount, and the Agent shall promptly thereafter deliver to the Stockholders, in proportion to the number of shares of Company Common Stock held by each Stockholder as of the close of business on the Closing Date, an amount equal to the sum of the Excess Amount plus $250,000 of the Escrow Fund, and shall retain and continue to hold in escrow the remaining $500,000 of Escrow Fund to satisfy Parent Indemnitee Claims in accordance with Section 3.2 below. (c) If the Working Capital Adjustment Notice states that there is a Deficit Amount which does not exceed $250,000, the Agent shall promptly deliver to the Stockholders, in proportion to the number of shares of Company Common Stock held by each Stockholder as of the close of business on the Closing Date, out of the Escrow Fund an amount in cash equal to the excess of $250,000 over the Deficit Amount and shall deliver to Parent the Deficit Amount. (d) If the Working Capital Adjustment Notice states that there is a Deficit Amount which is more than $250,000 but is not more than $750,000, the Agent shall promptly deliver to the Parent out of the Escrow Fund an amount in cash equal to the Deficit Amount and shall retain and continue to hold in escrow the remaining Escrow Fund to satisfy Parent Indemnitee Claims in accordance with Section 3.2 below. (e) If the Working Capital Adjustment Notice states that there is a Deficit Amount which exceeds $750,000, the Agent shall promptly deliver to the Parent the entire Escrow Fund, and upon payment to Parent of the entire $750,000 representing the Escrow Fund, this Agreement and all of the responsibilities and obligations of the Agent hereunder shall terminate. (a) If after giving effect to the provisions of Section 8.7 provides 3.1 there remains on deposit with the Agent funds in the Escrow Fund, the Agent shall continue to hold such funds to satisfy the payment obligations of the Stockholders to the Parent Indemnitees with respect to claims for indemnification of Parent Indemnitees under Article XI of the release of Indemnification Escrow Funds, each of Acquiror Merger Agreement. (b) (i) Parent and the Holder Stockholder Representative shall promptly submit joint notify the Agent of the receipt of a written instructions notice from a Parent Indemnitee of a Parent Indemnity Claim, as provided in the Merger Agreement (a “Claim Notice”), including the amount (the Claim Liability Amount”) and a description of the basis of such claim (each an “Asserted Claim,” and collectively, the “Asserted Claims”), and following the receipt of a Claim Notice the Agent shall promptly send a copy of each such notice from the Stockholder Representative to the Escrow Parent and from the Parent to the Stockholder Representative. The Agent instructing will not recognize any Claims Notice received after the Escrow Agent and first anniversary of the Exchange Agent to distribute the Indemnification Escrow Funds in accordance with this Section 8.7 and the Escrow AgreementClosing Date.

Release of Escrow. The (a) Except as set forth herein, the Escrow Agreement shall specify that the remaining Indemnification Escrow Funds (if any) Fund shall be released to held in escrow from the Exchange Agent Closing Date until the date that is three (3) years after the Closing Date (such period, the “Escrow Period”) as collateral for onward distribution to the applicable Pre-Closing Holders indemnification obligations of the Indemnifying Parties (and to the Surviving Corporation, for onward payment to applicable Pre-Closing Holders in respect of Canceled Options, in “Escrow”). Notwithstanding the manner provided in Section 3.2(e)foregoing sentence: (i) in accordance with such holders’ relative Applicable Percentages on the first (1st) Business Day Promptly following the twelve one (121) month year anniversary of the Closing Date (or with respect to a Threatened Claim outstanding at such time, the expiration of the 180 (one hundred and eighty) day period following receipt of such initial threat, unless such Threatened Claim has become an Open Claim within such time period), Buyer shall disperse, or cause to be dispersed, to the Entitled Holders’ Agent Expense Fund the excess, if any, of (x) the amount of the Escrow Fund then-remaining in the Escrow, minus (y) (I) $6,000,000, plus (II) the aggregate amount sufficient to satisfy any unsatisfied claims specified in a Claim Notice tendered pursuant to and in accordance with the terms and conditions of this Agreement and the Escrow Agreement as of such date relating to (A) an active suit filed by a third-party with a court of competent jurisdiction, (B) an ongoing governmental Action or (C) an active suit filed by an Indemnified Party seeking to enforce the terms of this Article VII (each of (A), (B) and (C), an “Escrow Release DateOpen Claim”) or (D) the receipt, in writing, by an Indemnified Party of an initial threat of a lawsuit less than 180 (one hundred eighty) days prior (a “Threatened Claim”). (ii) Promptly following the expiration of the Escrow Period, Buyer and the Entitled Holders’ Agent shall disperse, or cause to be dispersed, to the Entitled Holders’ Agent Expense Fund the amount of the Escrow Fund then-remaining in the Escrow to be released to the Entitled Holders’ Agent Expense Fund; provided, however, that if the all or a portion of the Escrow Fund shall be required to remain in the Escrow after the Escrow Period until, with respect to (I) a Threatened Claim, the expiration of the 180 (one hundred and eighty) day period following receipt of such initial threat (unless it has become an Open Claim within such time period), and (II) an Open Claim, the final resolution of such Open Claim, (or such longer period as agreed to by the Buyer and the Entitled Holders’ Agent), in an amount sufficient to satisfy any claim unsatisfied claims relating to such Open Claim or Threatened Claim as specified in a Claim Notice tendered pursuant to Article VIII shall have been properly asserted by any Acquiror Indemnified Party and in accordance with the terms and conditions of this Agreement on or and the Escrow Agreement prior to the applicable Survival Expiration Date and remain pending on expiration of the Escrow Release Date Period. (any such claim, a “Pending Claim”), (ib) The Escrow shall be governed by the Indemnification terms and conditions hereof and of the Escrow Funds released Agreement. Payment to the Exchange Agent Indemnified Parties from the Escrow to satisfy claims for onward distribution to the applicable Pre-Closing Holders (indemnification hereunder and to the Surviving Corporation, in respect Entitled Holders’ Agent Expense Fund for releases of Canceled Options) the Escrow hereunder shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (ii) any funds that remain in the Indemnification Escrow Fund following the Escrow Release Date in respect of any such Pending Claim shall be, as applicable, (A) used to satisfy any amounts owed to the Acquiror Indemnified Parties made pursuant to this Article VIII, or (B) released to the applicable Pre-Closing Holders (or to the Surviving Corporation, in respect of Canceled Options) entitled to receive the Merger Consideration and in accordance with such holders’ relative Applicable Percentages promptly upon resolution or (if applicable) satisfaction the provisions of such Pending Claimthis Agreement and of the Escrow Agreement. In each case, in which the event of any conflict between the terms of this Section 8.7 provides for the release of Indemnification Escrow Funds, each of Acquiror and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent and the Exchange Agent to distribute the Indemnification Escrow Funds in accordance with this Section 8.7 Agreement and the Escrow Agreement, the terms of the Escrow Agreement shall control. Further payment from the Entitled Holders’ Agent Expense Fund to the Entitled Holders shall be subject to the obligations to the Entitled Holders’ Agent in this Article VII and the procedures set forth in Section 1.11(d)(iii).