Exhibit 2.2.4 FORM OF INDEMNITY ESCROW AGREEMENT ESCROW AGREEMENT, dated as of August 16, 2005 (this "Agreement"), among EPIMMUNE INC., a Delaware corporation (the "Issuer"), HELENE PLOIX (the "Shareholder Representative"), as designated...Indemnity Escrow Agreement • August 17th, 2005 • Idm Pharma, Inc. • Pharmaceutical preparations • Delaware
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • September 3rd, 2013 • Rexford Industrial Realty, Inc. • Real estate investment trusts • California
This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of July 24, 2013, is made by and among Rexford Industrial Realty, Inc., a Maryland corporation (the “REIT”), Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership” and collectively with the REIT, the “Consolidated Entities”), the REIT, acting in the capacity of escrow agent (the “Escrow Agent”), and Richard Ziman, Howard Schwimmer and Michael S. Frankel (collectively, the “Principals”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indemnity Agreement (as defined below).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • August 22nd, 2013 • Andina Acquisition Corp • Blank checks • New York
INDEMNITY ESCROW AGREEMENT (“Agreement”) dated [_________], 2013 by and among [Andina Acquisition Corporation]1, a Cayman Islands corporation (“Parent”), [_________], acting as the representative of the recipients of the Parent Ordinary Shares (the “Representative”), [_________], acting as the committee (the “Committee”) representing the interests of Parent, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • July 17th, 2007 • Answers CORP • Services-prepackaged software • New York
This Indemnity Escrow Agreement (this “Agreement”) is made as of this 13th day of July 2007, by and among the Persons listed on Exhibit A attached hereto (each, a “Seller,” and collectively, the “Sellers”), Answers Corporation, a Delaware corporation (the “Purchaser”), Brian Kariger, as representative for and on behalf of the Sellers (the “Sellers’ Representative”) and American Stock Transfer & Trust Co. (“Escrow Agent”).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York
THIS INDEMNITY ESCROW AGREEMENT (this “Agreement”) is made as of August 14, 2012, by and among Australia Acquisition Corp. (the “Company”), Continental Stock Transfer & Trust Corporation, a New York corporation (“Continental”), as trustee (the “Trustee”), and Continental, as escrow agent and acting solely pursuant to the terms and conditions set forth herein (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement (as defined below).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • September 17th, 2019 • Texas
THIS INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of October 1, 2019 (the “Effective Date”), is made and entered into between the Texas Municipal Power Agency (“TMPA”), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas each of which cities is a municipal corporation of the State of Texas and a home rule city (herein collectively “Participating Public Entities” or “Cities” or individually “Participating Public Entity” or “City”) and UMB Bank, n.a., a national banking association, as escrow agent (the “Escrow Agent”).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • November 19th, 2007 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS INDEMNITY ESCROW AGREEMENT, dated as of May 31, 2007 (the “Agreement”), is made by and among by and among Broadview Networks Holdings, Inc., a Delaware corporation (“Parent”), Jeffrey Ginsberg, as agent for the former Stockholders of the Company (the “Stockholders’ Agent”), and JPMorgan Chase Bank N.A., a national banking association, as escrow agent (the “Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTIndemnity Escrow Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Maryland
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of April , 2010 (this “Agreement”) and is effective as of the Closing Date (as defined below), by and among DLC Realty Trust, Inc., a Maryland corporation (the “Company”), which intends to qualify as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes, and DLC Realty, L.P., a Delaware limited partnership and subsidiary of the Company (“DLC OP,” and collectively with the Company, the “Consolidated Entities”) on the one hand, and Messrs. Adam Ifshin and Stephen Ifshin on the other hand (such individuals collectively, the “Principals”).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • August 17th, 2018 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
ESCROW AGREEMENT (“Agreement”) dated as of August ____, 2018 by and among Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (“CSSE”), and each of Adam Mosam (“Mosam”), who is the principal stockholder of Pivotshare, Inc. (“Pivotshare”), Townsgate Media Fund, LLC, a Delaware limited liability company (“Townsgate”), GGW Investment Partnership No. 1, LP, a Delaware limited partnership (“GGW” and collectively with Mosam and Townsgate, the “Key Holders”) and Graubard Miller, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the stock purchase agreement by and among CSSE, Pivotshare, the Key Holders and all of the other stockholders of Pivotshare, dated as of August 14, 2018 (the “Stock Purchase Agreement”).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • December 22nd, 2010 • Plastec Technologies, Ltd. • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated December 16, 2010 by and among GSME ACQUISITION PARTNERS I, a Cayman Islands exempted company (“GSME”), Kin Sun SZE-TO and Ho Leung NING as the representatives (collectively the “Representative”) of all the former shareholders (the “Shareholders”) of Plastec International Holdings Limited (“Plastec”), JING DONG GAO and ELI D. SCHER, acting as the committee (the “Committee”) representing the interests of GSME, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTIndemnity Escrow Agreement • June 16th, 2006 • Douglas Emmett Inc • California
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of June 15, 2006 (this "Agreement") and is effective as of the Closing Date (as defined below), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), and Douglas Emmett Properties, LP, a Delaware limited partnership and subsidiary of the REIT (the "Operating Partnership", and collectively with the REIT, the "Consolidated Entities") on the one hand, and the individuals listed on the signature page hereto on the other hand (such individuals collectively, the "Principals").
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • November 16th, 2005 • It&e International Group • Services-commercial physical & biological research • California
THIS INDEMNITY ESCROW AGREEMENT (the “Agreement”) is entered into this 9th day of November 2005, by and among IT&E International Group, a Nevada corporation, (“IT&E” or the “Buyer”) and Gene Resnick, M.D., an individual (the “Shareholder”), and Union Bank of California, N.A. (the “Escrow Agent”) with respect to the following facts:
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • April 1st, 2010 • Technology Research Corp • Switchgear & switchboard apparatus • Florida
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • September 13th, 2010 • American Assets Trust, Inc. • California
This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of September 13, 2010, is made by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership” and collectively with the REIT, the “Consolidated Entities”), the REIT, acting in the capacity of escrow agent (the “Escrow Agent”), and the Ernest Rady Trust U/D/T March 10, 1983, as amended (the “Principal”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indemnity Agreement (as defined below).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • December 27th, 2013 • Andina Acquisition Corp • Flat glass • New York
INDEMNITY ESCROW AGREEMENT (“Agreement”) dated December 20, 2013 by and among Tecnoglass Inc. (formerly known as Andina Acquisition Corporation), an exempted company incorporated under the laws of the Cayman Islands (“Parent”), Jose Daes, acting as the representative of the recipients of the Parent Ordinary Shares (the “Representative”), A. Lorne Weil and Martha L. Byorum, acting as the committee (the “Committee”) representing the interests of Parent, and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • March 22nd, 2018 • Wayzata Investment Partners LLC • Retail-auto dealers & gasoline stations • New York
INDEMNITY ESCROW AGREEMENT (this "Agreement") dated March 15, 2018 by and among LAZYDAYS HOLDINGS, INC., a Delaware corporation ("Holdco"), WAYZATA OPPORTUNITIES FUND II, L.P., in its capacity as the representative of the Sellers (as defined in the Merger Agreement (as defined below)) (in such capacity, together with its successors and assigns, the "Representative"), B. Luke Weil, acting as the committee representing the interests of Holdco (the "Committee"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as escrow agent (the "Escrow Agent").
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • April 9th, 2010 • Younan Properties Inc • California
This INDEMNITY ESCROW AGREEMENT (this “Agreement”), dated as of April 8, 2010, is made by and among Younan Properties, Inc., a Maryland corporation (the “REIT”), Younan Properties, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership” and collectively with the REIT, the “Consolidated Entities”), and the REIT, acting in the capacity of escrow agent (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indemnity Agreement (as defined below).
