Common use of Working Capital Escrow Clause in Contracts

Working Capital Escrow. (a) On the Closing Date, Parent shall deliver to the Escrow Agent, as a deposit to the Escrow Fund, cash in an amount equal to $[***] (the “Escrow Amount”) from the Merger Consideration for the purpose of securing the obligations of the Participating Securityholders under Section 1.12 of this Agreement. Each Participating Securityholder’s Pro Rata Fraction of the Escrow Amount shall be withheld from the Closing Consideration otherwise payable to such Participating Securityholder on the Closing Date. The Escrow Fund shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. Any amounts held in the Escrow Fund following the Final Adjustment Amount Determination Date shall be released to the Payment Agent or the Surviving Corporation, as applicable, for further distribution to the Participating Securityholders in proportion to their respective Pro Rata Fractions no later than five (5) Business Days following the date on which, as applicable, (i) full and final payment is made of any Adjustment Amount payable to Parent pursuant to Section 1.12(b) or (ii) a final determination is made pursuant to Section 1.12 that no Adjustment Amount is payable to Parent (the “Working Capital Escrow Expiration Date”). (b) The Seller Representative shall, within three (3) Business Days after the Working Capital Escrow Expiration Date, as applicable, deliver to the Escrow Agent, Parent and the Payment Agent a written direction and an updated Estimated Closing Statement (which need not be certified by an officer of the Surviving Company) setting forth the portion of any distribution of the Escrow Fund payable to each Participating Securityholder. Each distribution of cash made from the Escrow Fund to the Participating Securityholder shall be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such distribution, as set forth in the updated Estimated Closing Statement and the Escrow Agreement. Escrow Fund releases due to the Participating Securityholders in respect of Company Capital Stock, Company Warrants, In-the-Money Options and/or the Carve-Out Plan Amount shall be made to the Payment Agent or the Surviving Corporation, as applicable, for further distribution to the applicable Participating Securityholders based on each such Participating Securityholder’s applicable Pro Rata Fraction. (c) Any income, gains, losses and expenses of the Escrow Fund shall be included by Parent as taxable income or loss of Parent, and any income and gains of the Escrow Fund shall be available to Parent as part of the Escrow Fund, but if not paid to Parent in connection with or an Adjustment Amount in accordance with Section 1.12 shall ultimately be distributable to the Participating Securityholders in accordance with this Agreement and the Escrow Agreement net of any tax liability incurred by Parent in respect thereof, which amount shall be simultaneously paid to Parent by wire transfer of immediately available funds to an account or accounts designated by Parent. (d) The approval of this Agreement by the Company Stockholders, and the acceptance of a portion of the Merger Consideration by the Participating Securityholders, shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in the Escrow Fund in accordance with the terms hereof and thereof.

Working Capital Escrow. (a) On the Closing Date, Parent shall deliver Purchaser will, on behalf of Sellers, pay to the Escrow Agent, as a deposit agent to Purchaser and Sellers, in immediately available funds, to the account designated by the Escrow FundAgent (the “Working Capital Escrow Account”), cash in an amount equal to $[***] 500,000 (the “Working Capital Escrow Amount”) from the Merger Consideration for the purpose of securing the obligations of the Participating Securityholders under Section 1.12 of this Agreement. Each Participating Securityholder’s Pro Rata Fraction of the Escrow Amount shall be withheld from the Closing Consideration otherwise payable to such Participating Securityholder on the Closing Date. The Escrow Fund shall be held by the Escrow Agent ), in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. Any amounts held in payment Sellers are obligated to make to Purchaser pursuant to Section 3.3 will be paid: (i) first, to the extent the Working Capital Escrow Amount is sufficient, by release of funds to Purchaser from the Working Capital Escrow Account by the Escrow Fund following the Final Adjustment Amount Determination Date shall be released to the Payment Agent or the Surviving Corporation, as applicable, for further distribution to the Participating Securityholders in proportion to their respective Pro Rata Fractions no later than within five (5) Business Days following after the date on which, as applicable, (i) full written instructions are delivered by Purchaser to Escrow Agent and final payment is made of any Adjustment Amount payable to Parent pursuant to Section 1.12(b) or (ii) a final determination is made pursuant to Section 1.12 that no Adjustment Amount is payable to Parent (the “Working Capital Escrow Expiration Date”). (b) The Seller Representative shall, within three (3) Business Days after Agent will accordingly reduce the Working Capital Escrow Expiration DateAmount and, as applicable(ii) second, deliver to the extent the Working Capital Escrow AgentAmount is insufficient to pay any remaining sums due, Parent and then the Payment Agent a written direction and an updated Estimated Closing Statement (which need not be certified by an officer of the Surviving Company) setting forth the portion of any distribution of the Escrow Fund payable to each Participating Securityholder. Each distribution of cash made from the Escrow Fund to the Participating Securityholder shall be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time Selling Parties will pay all of such distribution, as set forth in the updated Estimated Closing Statement additional sums due and the Escrow Agreement. Escrow Fund releases due owing to the Participating Securityholders in respect of Company Capital Stock, Company Warrants, In-the-Money Options and/or the Carve-Out Plan Amount shall be made to the Payment Agent or the Surviving Corporation, as applicable, for further distribution to the applicable Participating Securityholders based on each such Participating Securityholder’s applicable Pro Rata Fraction. (c) Any income, gains, losses and expenses of the Escrow Fund shall be included by Parent as taxable income or loss of Parent, and any income and gains of the Escrow Fund shall be available to Parent as part of the Escrow Fund, but if not paid to Parent in connection with or an Adjustment Amount in accordance with Section 1.12 shall ultimately be distributable to the Participating Securityholders in accordance with this Agreement and the Escrow Agreement net of any tax liability incurred by Parent in respect thereof, which amount shall be simultaneously paid to Parent Purchaser by wire transfer of immediately available funds within five (5) Business Days after the date of delivery of such written instructions. In the event the Selling Parties breach their obligation to an account pay any amount hereunder, Purchaser may proceed against any securities or accounts designated other property owned by Parent. (d) The approval of this Agreement by the Company Stockholders, such Selling Parties and the acceptance of a portion of the Merger Consideration by the Participating Securityholders, shall constitute approval of the Escrow Agreement Selling Parties agree to take any and of all of the arrangements relating theretoaction, including granting any powers of attorney or other authorizations, to permit such recourse. Within five (5) days following the placement release of funds from the Working Capital Escrow Amount in the Escrow Fund Account in accordance with clause (i) above or, if no such release is required, upon receipt of written instructions from Purchaser, the terms hereof and thereofEscrow Agent will release any remaining Working Capital Escrow Amount to Sellers.

Working Capital Escrow. (a) On $100,000 of the Closing Date, Parent shall deliver to the Escrow Agent, as a deposit to the Escrow Fund, cash in an amount equal to $[***] (the “Escrow Amount”) from the Cash Merger Consideration for the purpose of securing the obligations of the Participating Securityholders under Section 1.12 of this Agreement. Each Participating Securityholder’s Pro Rata Fraction of the Escrow Amount shall be withheld from the Closing Consideration otherwise payable to such Participating Securityholder on the Closing Date. The Escrow Fund shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. Any amounts held in the Escrow Fund following the Final Adjustment Amount Determination Date shall be released to the Payment Agent or the Surviving Corporation, as applicable, for further distribution to the Participating Securityholders in proportion to their respective Pro Rata Fractions no later than five (5) Business Days following the date on which, as applicable, (i) full and final payment is made of any Adjustment Amount payable to Parent pursuant to Section 1.12(b) or (ii) a final determination is made pursuant to Section 1.12 that no Adjustment Amount is payable to Parent (the “Working Capital Escrow Expiration DateAmount”)) shall be deposited with the Escrow Agent, to constitute a collateral fund (the “Working Capital Escrow Fund”) for purposes of securing the Acquiror’s rights to recover amounts pursuant to Section 1.7(e) of this Agreement. The Working Capital Escrow Amount shall be held in escrow pursuant to the Escrow Agreement. (b) The Seller Representative shall, within three (3) Business Days after Working Capital Escrow Amount plus the interest and any earnings accrued on the Working Capital Escrow Expiration Amount less any amounts released earlier to the Acquiror pursuant to this Agreement, will be released by the Escrow Agent to the Series C Holders no later than the date that is ninety-five (95) days after the Closing Date (the “Working Capital Escrow Termination Date”); provided, however, that, in the event the Escrow Shareholders Excess Payment or Acquiror Excess Payment, as applicable, deliver has not been finally determined pursuant to Section 1.7(e) hereof as of the Working Capital Escrow Termination Date, such Working Capital Escrow Termination Date shall be delayed until the Escrow Agent, Parent and the Shareholders Excess Payment Agent a written direction and an updated Estimated Closing Statement (which need not be certified by an officer of the Surviving Company) setting forth the portion of any distribution of the Escrow Fund payable to each Participating Securityholder. Each distribution of cash made from the Escrow Fund to the Participating Securityholder shall be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such distribution, as set forth in the updated Estimated Closing Statement and the Escrow Agreement. Escrow Fund releases due to the Participating Securityholders in respect of Company Capital Stock, Company Warrants, In-the-Money Options and/or the Carve-Out Plan Amount shall be made to the Payment Agent or the Surviving CorporationAcquiror Excess Payment, as applicable, for further distribution has been finally determined pursuant to the applicable Participating Securityholders based on each such Participating Securityholder’s applicable Pro Rata FractionSection 1.7(e) hereof. (c) Any income, gains, losses and expenses of Claims against the Working Capital Escrow Fund shall be included by Parent as taxable income or loss of Parent, and any income and gains of resolved between the Escrow Fund shall be available to Parent as part of the Escrow Fund, but if not paid to Parent in connection with or an Adjustment Amount in accordance with Section 1.12 shall ultimately be distributable to the Participating Securityholders in accordance with this Agreement Acquiror and the Escrow Agreement net of any tax liability incurred by Parent in respect thereof, which amount shall be simultaneously paid to Parent by wire transfer of immediately available funds to an account or accounts designated by Parent. (d) The approval of this Agreement by the Company Stockholders, and the acceptance of a portion of the Merger Consideration by the Participating Securityholders, shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount Shareholders Representative in the Escrow Fund manner provided in accordance with the terms hereof and thereofArticle VIII hereof.

Working Capital Escrow. (a) On Notwithstanding the foregoing provisions of this Article II, on the Closing Date, Parent shall deliver Two Million Dollars ($2,000,000) of the Merger Consideration (the “Working Capital Escrow Amount”) otherwise payable to the Escrow Agent, as a deposit to the Escrow Fund, cash in an amount equal to $[***] holders of Common Shares and Options listed on Schedule 2.5 (the “Escrow AmountParticipating Holders”) from the Merger Consideration for the purpose of securing the obligations shall be paid by Acquiror to Deutsche Bank AG, as escrow agent of the Participating Securityholders under Section 1.12 of this Agreement. Each Participating Securityholder’s Pro Rata Fraction parties hereto (the “Escrow Agent”) to be held in escrow pending determination of the Adjustment Amount. The Working Capital Escrow Amount shall be withheld from the Closing Consideration otherwise payable to such Participating Securityholder on the Closing Date. The Escrow Fund shall be held and invested by the Escrow Agent in accordance with the terms of this Agreement and an escrow agreement in the terms form attached hereto as Annex D hereto (the “Escrow Agreement”). Upon final determination of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and Adjustment Amount in accordance with the terms Section 2.5(b) hereof, each of Acquiror and Holdings shall execute joint written instructions to the Escrow Agreement. Any amounts held in Agent instructing the Escrow Fund Agent to disburse the Working Capital Escrow Amount as set forth in this Section 2.5(d). If the Adjustment Amount is a positive number, then, promptly following the Final Adjustment Amount Determination Date shall be released to the Payment Agent or the Surviving CorporationDate, as applicable, for further distribution to the Participating Securityholders and in proportion to their respective Pro Rata Fractions no later than any event within five (5) Business Days following of the date on which, as applicableDetermination Date, (i) full and final payment is made of any Adjustment Amount payable the Escrow Agent shall pay to Parent pursuant to Section 1.12(bthe Escrow Participating Holders (pro rata, in accordance with their respective Applicable Percentages) or (ii) a final determination is made pursuant to Section 1.12 that no Adjustment Amount is payable to Parent (the “Working Capital Escrow Expiration Date”). (b) The Seller Representative shall, within three (3) Business Days after the Working Capital Escrow Expiration DateAmount, as applicabletogether with all interest earned thereon, deliver and (ii) Acquiror shall pay to the Escrow AgentParticipating Holders (pro rata, Parent in accordance with their respective Applicable Percentages) the Adjustment Amount, as finally determined, together with interest thereon from the Closing Date to the date of payment at the rate of interest published in the “Money Rates” column of the Eastern Edition of The Wall Street Journal (or the average of such rates if more than one rate is indicated) on the Closing Date. If the Adjustment Amount is a negative number, then, promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date, (A) the Escrow Agent shall pay to Acquiror out of the Working Capital Escrow Amount an amount equal to the absolute value of the Adjustment Amount, together with all interest earned on the absolute value of the Adjustment Amount, and (B) if the absolute value of the Adjustment Amount is less than the Working Capital Escrow Amount, the Escrow Agent shall pay to the Escrow Participating Holders (pro rata, in accordance with their respective Applicable Percentages) the balance of the Working Capital Escrow Amount, together with any interest earned thereon. In no event shall Holdings or any holder of Common Shares and/or Options have any liability under this Section 2.5 in excess of such holders’ allocable share of the Working Capital Escrow Amount. Notwithstanding the foregoing, any distributions to the holders of Options pursuant to this Section 2.5(d) shall be net of the amount of any taxes required to be withheld from such distributions under applicable law, and the Payment Agent a written direction and an updated Estimated Closing Statement (which need not amounts so withheld shall be certified by an officer of the Surviving Company) setting forth the portion of any distribution of the Escrow Fund payable to each Participating Securityholder. Each distribution of cash made from the Escrow Fund paid over to the Participating Securityholder shall be made in proportion to Company for payment by the respective Pro Rata Fractions of the Participating Securityholders at the time of such distribution, as set forth in the updated Estimated Closing Statement and the Escrow Agreement. Escrow Fund releases due to the Participating Securityholders in respect of Company Capital Stock, Company Warrants, In-the-Money Options and/or the Carve-Out Plan Amount shall be made to the Payment Agent or the Surviving Corporation, as applicable, for further distribution to the applicable Participating Securityholders based on each such Participating Securityholder’s applicable Pro Rata Fraction. (cGovernmental Authority as required by law. In no event shall Acquiror be entitled to payment pursuant to this Section 2.5(d) Any income, gains, losses and expenses of any amount in excess of the Working Capital Escrow Fund shall be included by Parent as taxable income or loss of ParentAmount, and any income and gains of the Escrow Fund shall be available to Parent as part of the Escrow Fund, but if not paid to Parent in connection with or an Adjustment Amount in accordance with Section 1.12 shall ultimately be distributable to the Participating Securityholders in accordance with this Agreement and the Escrow Agreement net of any tax liability incurred by Parent in respect thereof, which amount shall be simultaneously paid to Parent by wire transfer of immediately available funds to an account or accounts designated by Parentplus all interest earned thereon. (d) The approval of this Agreement by the Company Stockholders, and the acceptance of a portion of the Merger Consideration by the Participating Securityholders, shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Amount in the Escrow Fund in accordance with the terms hereof and thereof.