Common use of Escrow Amount Clause in Contracts

Escrow Amount. The Escrow Amount shall be available to compensate the Buyer for any Working Capital deficiency and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is six (6) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to the Shareholders’ Representative from the Escrow Amount one third (1/3) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse from the Escrow Amount to the Shareholders’ Representative one half (1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the Shareholders’ Representative, the balance of the Escrow Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be treated as earned by the Shareholders and shall be so reported for all Tax purposes.

Escrow Amount. The Escrow Amount Of the Base Ten Shares, 1,580,000 shares otherwise payable to Almedica pursuant to Section 1.1 (the "ESCROW AMOUNT") will be retained by Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, counsel to Purchasers, (the "ESCROW AGENT") as security for the faithful performance of the indemnity obligations of Almedica to Purchasers under Section 6.2 and, without prejudice to any other rights of Purchasers, will be subject to recovery by Purchasers as specifically provided in this Agreement. Subject to the terms of this Agreement and less any shares which shall be available subject to compensate recovery as provided in Section 1.5, (i) the Buyer for any Working Capital deficiency and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent shares constituting one-half of the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is six (6) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the will be released by Escrow Agent to disburse to Almedica, not later than ten business days after the Shareholders’ Representative from the Escrow Amount one third (1/3) completion of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on thirteen full calendar months following the date that is twelve of this Agreement (12the "FIRST RELEASE DATE"), and (ii) months after the Closing Date, shares constituting the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse from the Escrow Amount to the Shareholders’ Representative one half (1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount will be released by Escrow Agent to Almedica not later than ten business days after the second anniversary of the date of this Agreement (the "SECOND RELEASE DATE"). Cash dividends or stock dividends and any other distribution, if any, payable on the shares of Base Ten's common stock comprising the Escrow Amount will be held by Escrow Agent subject to the Shareholders’ Representativeterms of this Section 1.5, less but Almedica shall have all voting rights with respect to the amount shares of Base Ten's common stock comprising the Escrow Amount and any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); providedstock issued as stock dividends with respect thereto and while it is so held by the Escrow Agent, that an amount sufficient to resolve but any pending Buyer claims such shares so issued as dividends shall be retained subject to recovery as provided in this Agreement. Base Ten and Almedica shall, in accordance with the Escrow AmountAgreement executed and delivered by them on the date hereof, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the Shareholders’ Representative, the balance of the Escrow Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance First Release Date and the Second Release Date with respect to distributions of the Escrow Amount through as set forth in the close Section 1.4, unless any such distribution is subject to a dispute, in which case Base Ten and Almedica will follow the procedures set forth in this Agreement regarding notice and resolution of business on the second business day preceding the date of any such disbursement. All income on the Escrow Amount shall be treated as earned by the Shareholders and shall be so reported for all Tax purposesdispute.

Escrow Amount. The Escrow Amount shall be available to compensate (a) On the Buyer for any Working Capital deficiency and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is six (6) months after month anniversary of the Closing Date (the “First Escrow Release Date”), twenty percent (20%) of the Escrow Amount less any amount necessary to satisfy all unresolved, unsatisfied or disputed claims, if any, for Damages arising under this Article IX and for which a Claim Notice has been delivered by a Buyer Indemnified Person pursuant to Section 8.5 above prior to the First Escrow Release Date, the Buyer shall be released from escrow and the Shareholders’ Representative shall deliver joint written instructions to distributed by the Escrow Agent to disburse the Sellers (according to their respective Pro Rata Share of any such remaining amounts) in accordance with the Shareholders’ Representative from terms and conditions of the Escrow Agreement. (b) On the twelve (12) month anniversary of the Closing Date (the “Second Escrow Release Date”), thirty percent (30%) of the Escrow Amount one third less any amount necessary to satisfy all unresolved, unsatisfied or disputed claims, if any, for Damages arising under this Article IX and for which a Claim Notice has been delivered by a Buyer Indemnified Person pursuant to Section 8.5 above prior to the Second Escrow Release Date, shall be released from escrow and distributed by the Escrow Agent to the Sellers (1/3according to their respective Pro Rata Share of any such remaining amounts) in accordance with the terms and conditions of the then balance Escrow Agreement. (c) On the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”), the remainder of the Escrow Amount less any amount necessary to satisfy all unresolved, unsatisfied or disputed claims, if any, for Damages arising under this Article IX and for which a Claim Notice has been delivered by a Buyer Indemnified Person pursuant to Section 8.5 above prior to the Final Escrow Release Date, shall be released from escrow and distributed by the Escrow Agent to the Sellers (according to their respective Pro Rata Share of any such remaining amounts) in accordance with the terms and conditions of the Escrow Agreement. From time to time thereafter, as further amounts of the Escrow Amount become no longer subject to retention pursuant to the Escrow Agreement, such amounts shall be released from escrow and distributed by the Escrow Agent to the Sellers (according to their respective Pro Rata Share of any such remaining amounts) in accordance with the terms and conditions of the Escrow Agreement. (d) The parties agree that the Escrow Amount shall serve as security for any payment obligations of the Sellers under Section 2.5, and Section 2.7 and the indemnification obligations of the Sellers under this Article IX, and any payment due to Buyer under Section 2.5, or Section 2.7 or any indemnity payment due to Buyer under this Article IX shall first be paid to Buyer by the Escrow Agent (on behalf of the Sellers) out of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To to the extent available, in accordance with the terms of the Escrow Agreement; provided, however, that to the extent that the amounts which become due and payable to any Buyer Indemnified Person under this Article IX exceed the Escrow Amount has not been fully distributed then available to satisfy Buyer claims on pay such amounts, then the date that is twelve (12) months after Sellers shall be directly liable for the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions payment of such excess amounts subject to the Escrow Agent limitations set forth in Section 9.5 of this Master Purchase Agreement. The Buyer Indemnified Persons are authorized to disburse recover from the Escrow Amount the entire amount of, or any portion of, any claim against any Seller, without regard to the Shareholders’ Representative one half (1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount contributed or deemed to be contributed by such Seller. Neither the Shareholders’ Representative, less giving of notice of a claim under the amount Escrow Agreement nor the failure to give such notice will constitute an election of remedies or limit any Buyer Indemnified Person in any manner in the enforcement of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, other remedies that an amount sufficient may be available to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the Shareholders’ Representative, the balance of the Escrow Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be treated as earned by the Shareholders and shall be so reported for all Tax purposesit.

Escrow Amount. The (i) funds in the Purchase Price Adjustment Escrow Amount Account shall be available to compensate satisfy any amounts payable to the Buyer Purchaser pursuant to Section 1.4(b), and (ii) funds in the Indemnity Escrow Account shall be available to satisfy any Losses for which indemnification is provided by the Sole Member in accordance with and subject to the terms and conditions of Article 10. The Escrow Agent shall hold the funds in the Purchase Price Adjustment Escrow Account and Indemnity Escrow Account as security for any Working Capital deficiency such obligations of the Sole Member and shall, (i) within 5 Business Days of the final and undisputable determination of the Post-Closing Adjustment pursuant to compensate Section 1.4, pay such amounts from the Buyer Indemnified Parties for Purchase Price Adjustment Escrow Account as set forth in Section 1.4 to the Purchaser and Sole Member, as applicable, (ii) on the Title Indemnity Escrow Release Date, pay to the Sole Member, a portion of the funds remaining in the Indemnity Escrow Account equal to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000), less an amount equal to any Losses as pending claims pursuant to which Section 10.1(i), (iii) on the Shareholders have Initial Indemnity Escrow Release Date, pay to the Sole Member, a portion of the funds remaining in the Indemnity Escrow Account equal to One Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($1,750,000), less an indemnification obligation under amount equal to any pending claims pursuant to Article 10 and (iv) on the Final Indemnity Escrow Release Date, pay to the Sole Member the amount of funds remaining in the Indemnity Escrow Account (if any), less any portion thereof that is subject to any pending claim pursuant to Article 10. Unless specified otherwise in the relevant provision, promptly upon any Person becoming entitled to release of amounts from the Indemnification Escrow Account pursuant to this Section 1.6 or Article 9. To the extent 10 or the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is six (6) months after the Closing DateAgreement, the Buyer Sole Member and the Shareholders’ Representative Purchaser shall deliver execute joint written instructions to the Escrow Agent to disburse to the Shareholders’ Representative from the Escrow Amount one third (1/3) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to instructing the Escrow Agent to disburse from so release such amounts. The Purchaser shall be the Escrow Amount to the Shareholders’ Representative one half (1/2) owner of the then balance funds in the Indemnification Escrow Account for U.S. federal income Tax purposes. All fees, costs and expenses of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions Agent pursuant to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims Agreement shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the Shareholders’ Representative, the balance of the Escrow Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be treated as earned paid by the Shareholders and shall be so reported for all Tax purposesPurchaser.

Escrow Amount. (a) The Escrow Amount shall be available to compensate the Buyer for any Working Capital deficiency and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent undertakes that it will deposit the Escrow Amount has not been fully distributed in a designated interest-bearing account agreed in writing between the Seller and the Buyer upon Closing. (b) The parties agree and undertake that: (i) subject to satisfy Buyer claims on the date that is six (6) months after the Closing DateSection 3.3(d), the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to the Shareholders’ Representative may deduct from the Escrow Amount one third (1/3but not any interest accrued or accruing thereon), to the extent there are sufficient funds to do so, all amounts to satisfy any of the following: (A) the amount of the Interest-Bearing Indebtedness determined in accordance with Section 3.4 exceeding Two Million, Four Hundred Thousand U.S. Dollars ($2,400,000); (B) claims by the Buyer under Article IV; (C) any amounts payable pursuant to Section 6.6 (Indemnities); (D) any Loss or other liability (including any purported right of set-off against the Acquired Subsidiary) of the then balance Acquired Subsidiary pursuant to a breach of the Escrow Amount, less Section 6.5; (E) any shortfall in the amount of the Intercompany Receivables (other than any then outstanding Buyer claims properly set off against Intercompany Payables pursuant to Section 6.7) received within two (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (122) months after of the Closing Date; (F) any subsisting or current loans, hire purchase agreements, letters of credit, mortgages, debentures and guarantees (A) which are not included in the Buyer and Interest-Bearing Indebtedness and/or (B) which have not been the Shareholders’ Representative shall deliver joint written instructions subject of consent as set out in Section 3.2(e); (G) any Loss relating to the Escrow Agent to disburse difference in Liability for Taxation between (A) any amounts of Taxation payable after the Balance Sheet Date (including any related penalties and interest) in respect of all Taxation years ended on or before the Balance Sheet Date and (B) the provision for Liability for Taxation in the management accounts as at the Balance Sheet Date, and any deductions from the Escrow Amount pursuant to the Shareholders’ Representative one half (1/2) of the then balance of the Escrow Amountthis Section 3.3 shall reduce, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Datepro tanto, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and Purchase Price; (ii) to the Shareholders’ Representativeextent that the Interest-Bearing Indebtedness is less than Two Million, four Hundred Thousand U.S. Dollars ($2,400,000), the balance of the Escrow Amount. Each disbursement from Buyer will make an immediate deposit to the Escrow Amount an amount equal to the Shareholders’ Representative shall include all interest accrued on difference between the entire balance actual amount of the Escrow Amount through Interest-Bearing Indebtedness and Two Million, Four Hundred Thousand U.S. Dollars ($2,400,000); (iii) the close Purchase Price has been converted from Sterling to U.S. Dollars at the Agreed Rate and that should the Agreed Rate have changed by a percentage of business on greater than or equal to +/- 2.78% calculated at Closing using the second business day preceding U.S. Dollar to Sterling exchange rate published by the date of such disbursement. All income on European Central Bank for the last Business Day immediately prior to the Closing Date (the "Closing Rate"), then the Escrow Amount shall be treated increased or reduced (as earned appropriate) by 50% of the product of (A) the difference between the Sterling equivalent of the Escrow Amount at the Agreed Rate and at the Closing Rate and (B) the Agreed Rate. (c) The Buyer shall transfer in immediately available funds to the Seller's designated account, the Escrow Amount (but not any interest accrued thereon) minus such part of the Escrow Amount used by the Shareholders Seller in satisfaction of its rights pursuant to Section 3.3(a) at such times and in such amounts as the Buyer may decide in its sole discretion, provided that the latest such transfer shall take place no later than the date: (A) the Acquired Subsidiary is in receipt of agreement from the UK Inland Revenue in respect of the Acquired Subsidiary's corporation tax return for the year ended 31 December, 1999, and all Taxation assessed payable as a result of such agreement has been so paid; (B) filing of the annual accounts for the year ended on the Balance Sheet Date with Companies House in England and Wales, without any change whatsoever together with the signed audit reports of KPMG that must be without any qualifications or explanatory paragraphs (as defined in UK generally accepted auditing standards other than any going concern issues relating to the solvency or otherwise of the Seller), provided that the Buyer hereby undertakes to use its reasonable endeavours to procure such filing as soon as practicable after Closing; and (C) the Intercompany Receivables and Intercompany Payables have been finalised to the Buyer's satisfaction in accordance with this Agreement, has been completed, provided that such latest date shall be so reported for all Tax purposesno later than 12 months following closing.

Escrow Amount. The Escrow Amount shall be available to compensate the Buyer for any Working Capital deficiency In connection with, and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is six (6) months after the Closing Dateupon, the Buyer and final payment of consideration under the Shareholders’ Representative Merger Agreement, Purchaser shall deliver joint written instructions to deposit with the Escrow Agent to disburse to the Shareholders’ Representative from the Escrow Amount one third (1/3) an aggregate of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse from the Escrow Amount to the Shareholders’ Representative one half (1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer$118,071.10 in immediately available funds (together with any proceeds thereof, the amount of any allowed claims, “Cash Escrow Amount”) and (ii) stock certificates representing an aggregate of 61,500 shares of the non-voting common stock of Purchaser issued in the names of the stockholders of the Company set forth on Schedule 1 to this Agreement (each, a “Stockholder” and collectively, the “Stockholders”), such certificates representing the number of shares of common stock of Purchaser set forth opposite each such Stockholder’s name on Schedule 1 (collectively, the “Escrow Shares” and, together with the Cash Escrow Amount, the “Escrow Amount”). The Escrow Agent shall hold the Cash Escrow Amount and, subject to the Shareholdersterms and conditions hereof, shall invest and reinvest the Cash Escrow Amount and the proceeds thereof as directed in Section 3. The Stockholders’ RepresentativeRepresentative hereby agrees to use commercially reasonable efforts to cause each Stockholder to execute three (3) stock powers of attorney in the form set forth on Exhibit A (“Stock Powers”) in favor of Purchaser, allowing for the balance transfer of such Stockholder’s Escrow Shares to Purchaser in the event, and only in the event, that Purchaser is entitled to receive any or all of such Escrow Shares pursuant to the terms hereof. The Stockholders’ Representative shall cause the Stock Powers that are provided to the Stockholders’ Representative to be deposited with the Escrow Agent within ten (10) days following the date of this Agreement. The certificates representing the Escrow Shares will be legended to reflect the deposit of such Escrow Shares under this Agreement. Such legend shall be removed upon disbursement of the Escrow Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be treated Shares, as earned by the Shareholders and shall be so reported for all Tax purposesdescribed in Section 5 hereof.

Escrow Amount. 1.7.1 On the Closing Date, Purchaser shall deposit with the Escrow Agent an aggregate cash amount equal to Three Hundred Thousand Dollars ($300,000) (the “Escrow Amount”) for the purpose of securing the indemnification obligations of Seller Companies and Parent (the “Indemnification Escrow Amount”) which may be used by Purchaser, in its sole and absolute discretion, to satisfy any indemnification Claim under this Agreement or any agreement or instrument contemplated by this Agreement. The Escrow Amount shall be available held by the Escrow Agent pursuant to compensate the Buyer terms of the escrow agreement substantially in the form of Exhibit 1.7.1 attached hereto (the “Escrow Agreement”). The Escrow Amount 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 party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. 1.7.2 Subject to the terms and conditions of the Escrow Agreement, not later than three (3) months after the Closing Date, Purchaser and Parent will cause the Escrow Agent to remit to Parent One Hundred Thousand Dollars ($100,000) of the Indemnification Escrow Amount, less the sum of any Working Capital deficiency and amounts which are owed to compensate or have been retained by Purchaser from the Buyer Indemnified Parties for Indemnification Escrow Amount in satisfaction of any Losses as to which indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of the Shareholders have an indemnification obligation Seller Companies or Parent under this Article 9. To Agreement or any agreements, documents, instruments, and transactions contemplated hereby. 1.7.3 Subject to the extent terms and conditions of the Escrow Amount has Agreement, not been fully distributed to satisfy Buyer claims on the date that is later than six (6) months after the Closing Date, the Buyer Purchaser and the Shareholders’ Representative shall deliver joint written instructions to Parent will cause the Escrow Agent to disburse remit to the Shareholders’ Representative from the Escrow Amount one third Parent One Hundred Thousand Dollars (1/3$100,000) of the then balance of the Indemnification Escrow Amount, less the amount sum of any then outstanding Buyer claims (including without limitation claims described amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount in Section 9.02(m)(ii) below). To satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of the extent Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby. 1.7.4 Subject to the terms and conditions of the Escrow Amount has Agreement, not been fully distributed to satisfy Buyer claims on the date that is twelve later than nine (129) months after the Closing Date, the Buyer Purchaser and the Shareholders’ Representative shall deliver joint written instructions to Parent will cause the Escrow Agent to disburse remit to Seller the remaining Indemnification Escrow Amount held by Purchaser, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount in satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby (other than any amounts retained under Section 1.7.2). 1.7.5 Upon the final resolution of any unresolved Claims of Purchaser, if it is determined that all, or any portion of the remaining Indemnification Escrow Amount, is due to Parent, Purchaser and Parent shall cause the Shareholders’ Representative one half Escrow Agent to make such payment to Parent, less any amount due to Purchaser. 1.7.6 Purchaser shall have the right, in its sole and absolute discretion, to satisfy any amount owed to Purchaser in satisfaction of any indemnification Claim or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby from the Indemnification Escrow Amount or to recover such amounts directly from any of the Seller Companies and Parent, jointly and severally. 1.7.7 None of the indemnification Claims of Purchaser under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby shall be limited by the amount of the Indemnification Escrow Amount or limit Purchaser’s rights and remedies under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby, including, but not limited to, Section 8. 1.7.8 The adoption of this Agreement and the approval of the transactions hereby by the board of directors of Parent and the stockholders (1/2or members, as applicable) and board of directors (or similar managing body) of each Seller Company shall each constitute approval of the then balance Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement in escrow of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the Shareholders’ Representative, the balance of the Escrow Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be treated as earned by the Shareholders and shall be so reported for all Tax purposes.

Escrow Amount. (a) The Escrow Amount shall be available to compensate compensate: (i) the Buyer for (A) the fair market value (as set forth on Schedule 2.23) of any piece of Rolling Stock that has not been located or otherwise accounted for by Buyer or for which a valid certificate of title (with the release of the lienholder, as required) has not been received by Buyer within thirty (30) days following Closing, (B) the estimated repair cost, in excess of $5,000.00 for any Inspected Rolling Stock that does not meet the representations and warranties concerning Inspected Rolling Stock set forth in Section 2.24 below, (C) the estimated repair cost in excess of $1,000.00 for any piece of Uninspected Rolling Stock that does not meet the representations and warranties concerning Uninspected Rolling Stock set forth in Section 2.24 below, and (D) the costs of repairs to the Inspected Rolling Stock identified on Schedule 1.07(a) that are not completed and paid for by the Companies prior to Closing (collectively, the claims described in clauses (A), (B), (C) and (D) the “Rolling Stock Claims”); (ii) the Buyer for any Working Capital deficiency amount of the Overpayment not paid by Sellers to Buyer pursuant to Section 1.02(h) (the “Overpayment Claims”), and to compensate (iii) the Buyer Indemnified Parties Indemnitees for any Losses as pursuant to which the Shareholders have an indemnification obligation under this obligations set forth in Article 95 (the “Indemnity Claims”). To For the extent avoidance of doubt, all Losses compensated to the Buyer or Buyer Indemnitees out of the Escrow Amount has not been fully distributed pursuant to satisfy the foregoing, shall be net of any insurance proceeds, compensation or other consideration. (b) Buyer claims shall provide the Sellers’ Representative with written notice of any Rolling Stock Claims within thirty (30) days following the Closing. If the Sellers’ Representative raises bona fide good faith objections in writing to any Rolling Stock Claims within fifteen (15) days of Sellers’ receipt of notice of such claim, Buyer and the Sellers’ Representative shall attempt in good faith for fifteen (15) days after Buyer’s receipt of such written objection to resolve such objection. (c) If no such agreement can be reached during the fifteen (15) day period for good faith negotiation, but in any event upon the expiration of such fifteen (15) day period, either Buyer or the Sellers’ Representative may bring suit to resolve the matter in accordance with Section 7.12. (d) In accordance with the terms of the Escrow Agreement, on the next Business Day following thirty (30) days after the Closing Date, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay and distribute out of the Escrow Account, by wire transfer to the accounts designated by the Sellers’ Representative, an aggregate amount equal to $1,000,000.00 (the “Rolling Stock Escrow Amount”) (together with any interest that may be earned with respect to such portion of the Escrow Amount), less (x) any amounts which have been distributed from the Escrow Account pursuant to the procedures set forth in this Section 1.07(d) prior to such date that is and (y) any amounts, as reasonably estimated by Buyer, for which Buyer shall have made a Rolling Stock Claim pursuant to the procedures set forth in this Section 1.07(d) and for which recovery shall not have been satisfied from the Escrow Account. Following final resolution of any Rolling Stock Claim described in clause (y) hereof, Buyer and the Sellers’ Representative shall instruct the Escrow Agent to pay and distribute out of the Escrow Account by wire transfer, to the account designated by Buyer, the amount finally determined to be owing to Buyer pursuant to such Rolling Stock Claims, and to the accounts designated by the Sellers’ Representative, the balance of the Rolling Stock Escrow Amount. (e) In accordance with the terms of the Escrow Agreement, on the next Business Day following six (6) months after the Closing Date, the Buyer and the Shareholders’ Seller’s Representative shall deliver joint written instructions to instruct the Escrow Agent to disburse pay and distribute out of an amount of $4,500,000 of the Escrow Account (the “Indemnification Escrow Amount”), by wire transfer to the Shareholdersaccounts designated by the Sellers’ Representative from Representative, an aggregate amount equal to one-third of the Indemnification Escrow Amount one third (1/3) of the then balance together with any interest that may be earned with respect to such portion of the Escrow Amount, ) less (x) any amounts which have been distributed from the amount of Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims prior to such date and (y) any then outstanding amounts for which Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent or Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim and for which recovery shall not have been satisfied from the Escrow Amount has not been fully distributed to satisfy Buyer claims Account. (f) In accordance with the terms of the Escrow Agreement, on the date that is next Business Day following twelve (12) months after the Closing Date, the Buyer and the Shareholders’ Seller’s Representative shall deliver joint written instructions to instruct the Escrow Agent to disburse from pay and distribute out of an amount of the Indemnification Escrow Amount, by wire transfer to the accounts designated by the Sellers’ Representative, an aggregate amount equal to one-third of the Indemnification Escrow Amount (together with any interest that may be earned with respect to the Shareholders’ Representative one half (1/2) of the then balance such portion of the Escrow Amount, ) less (x) any amounts which have been distributed from the amount of Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims during the period beginning six (6) months and ending twelve (12) months following the Closing and (y) any then outstanding amounts for which Buyer claims or Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim during the period beginning six (including without limitation claims described in Section 9.02(m)(ii6) below). To months and ending twelve (12) months following the extent Closing and for which recovery shall not have been satisfied from the Escrow Amount has not been fully distributed to satisfy Buyer claims Account. (g) In accordance with the terms of the Escrow Agreement, and (ii) on the date that is next Business Day following eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Seller’s Representative shall deliver joint written instructions to instruct the Escrow Agent to disburse the remaining balance pay and distribute out of the Escrow Amount Account, by wire transfer to the Shareholders’ Representative, less accounts designated by the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the ShareholdersSellers’ Representative, the balance of the Indemnification Escrow Amount (together with any interest that may be earned with respect to such portion of the Escrow Amount. Each disbursement ) (after giving effect to any amounts which have been distributed from the Indemnity Escrow Amount with respect to Indemnity Claims and Overpayment Claims prior to such date) less any amounts for which Buyer or Buyer Indemnitees shall have made an Indemnity Claim or Overpayment Claim and for which recovery shall not have been satisfied from the Escrow Amount to Account. Following final resolution of the ShareholdersIndemnity Claims and Overpayment Claims, Buyer and the Sellers’ Representative shall include all interest accrued on instruct the entire Escrow Agent to pay and distribute out of the Indemnity Escrow Amount by wire transfer, to the account designated by Buyer, the amount finally determined to be owing to Buyer pursuant to any Indemnity Claims and Overpayment Claims, and, to the accounts designated by the Sellers’ Representative, the balance of the Indemnification Escrow Amount through the close Amount. (h) The amounts of business on the second business day preceding the date of such disbursement. All income on all Rolling Stock Claims and Indemnity Claims paid to Buyer from the Escrow Amount Account shall be treated as earned by lower on a dollar-for-dollar basis the Shareholders Final Aggregate Closing Consideration and shall be so reported deemed to be adjustments for all Tax purposespurposes to the aggregate purchase price paid by Buyer for the Stock. (i) As between the parties to this Agreement, if any term or provision of the Escrow Agreement conflicts with any term or provision of this Agreement, then the term or provision of this Agreement will control. Buyer and the Sellers will each pay for 50% of the administrative fees of the Escrow Agent at the Closing.

Escrow Amount. The Parties agree that the Escrow Amount shall be available to compensate held and disbursed by Paying Agent under the following terms and conditions: (a) Through a disbursement notice signed only by Buyer, Buyer for any Working Capital deficiency and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is six (6) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to the Shareholders’ Representative from the Escrow Amount one third (1/3) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse from may draw upon the Escrow Amount to pay expenses not paid under GCSI's directors and officers liability policy, when presented for payment, (including, but riot limited to, attorneys' fees but excluding any allocation of costs of Buyer or GCSI salary or general overhead expenses) incurred by Buyer, GCSI or any of their subsidiaries or affiliates, in connection with investigating, defending, settling or prosecuting any action, suit, proceeding, declaratory judgment action, claim, counterclaim, dispute or litigation (other than claims covered under the Shareholders’ Representative one half workers' compensation laws of the State of Alabama) (1/2individually or collectively, "Proceedings") which: (1) as of this date have a court docket number; or (2) (i) arise from claims, counterclaims, crossclaims or circumstances referenced in any Proceedings described in (1) above; and (ii) which are filed on behalf of any current or future claimant in such Proceedings described in (1) above or any similarly situated claimant in any future Proceedings. Buyer shall give the Escrow Committee advance notice of at least fifteen (15) business days prior to any such payments, along with copies of supporting invoices. The Escrow Committee shall have the right to object to any payment which it decides is not a bona fide payment to a third party, and shall have the right to obtain reimbursement of such payments either from the payee or the party on whose behalf payment was made. (b) The Escrow Amount may also be drawn upon to pay any or all of the following amounts, through a disbursement notice signed by a majority of the members of the Escrow Committee: (1) any deficiency in the Minimum Cash Amount as determined by the Final Closing Date Financial Statements; (2) unpaid obligations of GCSI (or amounts required to settle any such matters) set forth in subsections 5. 1 (b)(i), (ii) and (iii) of the then balance Merger Agreement, as determined by the Final Closing Date Financial Statements; and (3) amounts constituting or satisfying any and all actions, suits, proceedings, claims, liabilities, demands, settlements, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys' fees (whether or not incurred in connection with investigating, defending, settling or prosecuting any action, suit, proceeding or claim against Buyer GCSI, the ESOP, or any of their affiliates, officers, directors, trustees or employees or hereunder), incident to any Proceedings referred to in Section 6.12(a) above. (c) In its sole discretion, and through a disbursement notice signed only by Buyer, Buyer may, upon confirmation of irrevocable insurance coverage, without reservation, instruct Paying Agent to release an amount equal to the directors and officers insurance coverage in place and available to satisfy any amounts payable under each of the provisions of this Section 6.12. (d) The Escrow AmountAmount shall, less upon notice to the amount Paying Agent by Buyer, be drawn upon to satisfy any final non-appealable judgment, plus post-judgment interest, if applicable, against Buyer, GCSI, the ESOP or any of their affiliates, officers, directors, or trustees, or employees in any then outstanding Buyer Proceedings referred to in Section 6.12(a), to the extent not paid by directors and officers liability insurance coverage when presented for payment. (e) After (and not before) the earlier of. (1) a final, non-appealable resolution of all Proceedings referred subsection 6.12 (a) filed within three (3) years from the date hereof, (ii) a final non-appealable resolution of all claims arising from claims or circumstances described in any Proceedings which as of this date have a court docket number and which is binding, as a matter of law, on all Claimants; or (including without limitation iii) three (3) years, in the event that no claims referred to in subsection 6.12 (a) are pending and no claims described in (e)(ii) above are filed within such three (3) year period; and upon finalization and payment of all matters to be determined under this Section 9.02(m)(ii) below). To the extent 6.12 above, the Escrow Amount has not been fully distributed to satisfy Buyer claims on Committee shall cause the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Paying Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the Shareholders’ Representative, the balance remainder of the Escrow Amount. Each Upon receipt of a disbursement from the Escrow Amount to the Shareholders’ Representative shall include notice signed by all interest accrued on the entire balance members of the Escrow Amount through Committee, the close of business Paying Agent shall pay to Buyer any amounts due under this Agreement, and thereafter, to each GCSI Stockholder that has previously surrendered, or subsequently surrenders, such certificate(s) (other than certificates representing Dissenting Shares) a pro rata share (based on the second business day preceding number of issued and outstanding GCSI Shares immediately prior to the date Effective Time) of such disbursement. All income on the remaining Escrow Amount for each GCSI Share represented by the surrendered certificate(s), which amount shall be treated as earned paid by Paying Agent within five (5) business days of receipt of the Shareholders disbursement notice. (f) For amounts referenced in subsections 6.12(b)(1) and shall be so reported for all Tax purposes.(2), such amounts must exceed a threshold of $25,000.00 per item and such amounts may not exceed $2,000,000 in the aggregate. The Agreement is amended by adding the following Section 6.8(d):

Escrow Amount. The Escrow Amount 4.6.1 Subject to the terms of this Clause 4.6, Clause 4.7.4 (if applicable) and Clause 5 (Escrow), the Sellers shall be available entitled to compensate the Buyer for any Working Capital deficiency and to compensate the Buyer Indemnified Parties for any Losses as to which the Shareholders have an indemnification obligation under this Article 9. To the extent receive the Escrow Amount has not been fully distributed on the Escrow Release Date such amount to be satisfied out of, and deducted from, the amount standing to the balance of the Escrow Account from time to time in accordance with Clause 5 (Escrow). 4.6.2 If on the Escrow Release Date: (a) a Due Amount (or any part of it) is outstanding, the Buyer shall be entitled (at its sole discretion) to satisfy all (to the extent possible) or part of the Sellers’ liability to pay the Due Amount by way of set-off against the Escrow Amount then payable, and to treat its obligation to pay such Escrow Amount as being reduced pro tanto by the amount so set-off pursuant to this Clause 4.6.2; and/or (b) if there is an Outstanding Claim, the Buyer claims on shall be entitled (at its sole discretion) to withhold from the date that is six (6Escrow Amount then payable an amount equal to the Estimated Liability or, if lower, the full amount of the Escrow Amount. Where the provisions of Clause 4.6.2(b) months after the Closing Dateapply, the Buyer and the Shareholders’ Representative Sellers shall deliver joint written instructions use all reasonable endeavours to agree the Estimated Liability in respect the Outstanding Claim as soon as possible and in any event at least five (5) Business Days prior to the Escrow Agent Release Date. If they fail to disburse resolve such matters five (5) Business Days prior to the Shareholders’ Representative Escrow Release Date, the Buyer or the Sellers may refer such matter in dispute to an Expert for a resolution in accordance with the procedure set out in paragraph 3 of Schedule 5 (Completion Accounts) mutatis mutandis and the Parties agree that no amounts shall be released from the Escrow Amount one third (1/3) Account pending the Expert’s determination of the then balance relevant matter in dispute. 4.6.3 Nothing in this Clause 4.6 shall prejudice, limit or otherwise affect: (a) any right or remedy the Buyer may have against the Sellers from time to time, whether arising under this Deed or any other Transaction Documents; or (b) the Buyer’s right to recover against the Sellers, whether before or after the payment of the Escrow Amount, less Amount is made in accordance with this Deed. ​ 4.6.4 Any amount withheld by the Buyer in accordance with this Clause 4.6 shall not be regarded as imposing any limit on the amount of any then outstanding Buyer claims under this Deed or any other Transaction Documents. 4.6.5 If a Due Amount is not satisfied in full by way of set-off under this Clause 4.6, nothing in this Deed shall prevent or otherwise restrict the Buyer’s right to recover the balance from the Sellers and the Due Amount (including without limitation claims described in Section 9.02(m)(ii) below). To to the extent not so satisfied) shall remain fully enforceable against the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is twelve (12) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse from the Escrow Amount to the Shareholders’ Representative one half (1/2) of the then balance of the Escrow Amount, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below). To the extent the Escrow Amount has not been fully distributed to satisfy Buyer claims on the date that is eighteen (18) months after the Closing Date, the Buyer and the Shareholders’ Representative shall deliver joint written instructions to the Escrow Agent to disburse the remaining balance of the Escrow Amount to the Shareholders’ Representative, less the amount of any then outstanding Buyer claims (including without limitation claims described in Section 9.02(m)(ii) below); provided, that an amount sufficient to resolve any pending Buyer claims shall be retained in the Escrow Amount, and, upon final disposition of all such claims, the Buyer and the Shareholders’ Representative shall provide joint written instructions to the Escrow Agent to disburse (i) to the Buyer, the amount of any allowed claims, and (ii) to the Shareholders’ Representative, the balance of the Escrow Amount. Each disbursement from the Escrow Amount to the Shareholders’ Representative shall include all interest accrued on the entire balance of the Escrow Amount through the close of business on the second business day preceding the date of such disbursement. All income on the Escrow Amount shall be treated as earned by the Shareholders and shall be so reported for all Tax purposesSellers.