Common use of Escrow Fund Clause in Contracts

Escrow Fund. All Cash Investments received by the Issuer or Broker in connection with the sale of the Shares shall be deposited with the Escrow Agent. The Escrow Agent shall hold, maintain and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested.

Escrow Fund. All Cash Investments received by (a) On the Issuer Closing Date, the Buyer or Broker in connection with Merger Sub shall deposit the sale of the Shares shall be deposited Escrow Amount with the Escrow AgentAgent for the purpose of securing the indemnification obligations of the Company Stockholders set forth in this Agreement and the Escrow Agreement and for the purpose of compensating the Buyer and the other Indemnified Parties for any and all Losses for which they are entitled to indemnification pursuant to this Agreement or the Escrow Agreement. Other than in the case of fraud, any payments required to be made to any Indemnified Party pursuant to Article VI shall be made solely from the Escrow Fund. The Escrow Agent Fund, together with any interest and earnings thereon, shall hold, maintain and secure be held by the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions terms hereof and the Escrow Agreement. At the close of business on the date that is nine months after the Closing Date, fifty percent (50%) of the then-remaining Available Escrow Fund shall be released to the Company Stockholders. At the close of business on the date that is 18 months after the Closing Date, any then-remaining Available Escrow Fund shall be released to the Company Stockholders. Thereafter, if at any time there is any then-remaining Available Escrow Fund, such amount shall be promptly released to the Company Stockholders. Upon any release of any Available Escrow Fund to the Company Stockholders, each Company Stockholder shall be paid his, her or its Pro Rata Portion of the amount of the Available Escrow Fund that is released in accordance with the terms of the Escrow Agreement. The Escrow Fund shall be held as set forth 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 Exhibit A, or as otherwise expressly accordance with the terms set forth in this Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection Agreement and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedAgreement.

Escrow Fund. All Cash Investments received by the Issuer or Broker in connection with the sale of the Shares Securities shall be deposited with the Escrow Agent. The Escrow Agent shall hold, maintain and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer understands and Broker understand and agree agrees that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each checkpayments by wire transfer, ACH or wire electronic funds transfer via ACH, and major credit card for collection and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for paymentAny Subscriber funds which fail to clear or are subsequently reversed, any checkincluding but not limited to ACH charge-backs, ACH wire recalls or wire transfer is dishonoredcredit card charge-backs or recalls, Escrow Agent’s sole obligation shall be debited to notify the Escrow Account, with such debits reflected on the escrow ledger. Any and all fees paid by Issuer for funds receipt and Broker processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from this Agreement and Issuer will address such dishonor and situation directly with said Subscriber, including taking whatever actions necessary to return such payment funds to Issuer or BrokerSubscriber, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, but Issuer shall immediately reimburse not involve Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedin any such disputes.

Escrow Fund. All Cash Investments received by the Issuer or Broker in connection with the sale of the Shares shall be deposited with the Escrow Agent. The Escrow Agent shall hold, maintain and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer check for collection and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer check is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker of such dishonor and to return such payment check to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument check is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested.

Escrow Fund. All Cash Investments received On the Closing Date the Acquiror, the Company, the Stockholders’ Representative and Boston Trust & Investment Management Company, as escrow agent (the “Escrow Agent”), shall enter into an escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). At the Effective Time, Acquiror shall deliver to the Escrow Agent the Escrow Amount (such amount, together with interest earned thereon, the “Escrow Fund”) by wire transfer or delivery of other immediately available funds, such amount to be held and disposed of by the Issuer or Broker Escrow Agent as provided in connection with the sale Escrow Agreement, which amount shall be deemed withheld from the aggregate Merger Consideration for the purpose of securing the indemnification obligations of the Shares shall be deposited with Sellers set forth in this Agreement and satisfying the Escrow Agentadjustments to the Base Purchase Price set forth in Sections 2.10 and 2.11 hereof. The Escrow Agent Fund shall hold, maintain and secure be held by the Escrow Funds in a non-interest bearing account subject Agent under the Escrow Agreement pursuant to the terms, conditions and restrictions herein describedterms thereof. The Escrow Agent Fund shall have no duty be held as a trust fund and shall not be subject to invest Escrow Funds any lien, attachment, trustee process or any other judicial process of any creditor of any party, and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only be held and disbursed solely for the purposes and in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this terms of the Escrow Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements adoption of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection this Agreement and the proceeds thereof approval of the Merger by the stockholders of the Company shall be held as part constitute approval of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer Agreement and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement all of the funds represented thereby has been made by arrangements relating thereto, including the placement of the Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent Fund in escrow and the appointment of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedthe Stockholders’ Representative.

Escrow Fund. All Cash Investments received by At Closing, the Issuer or Broker Escrow Shares shall be registered in connection with the sale name of the Sachs Family Trust (provided that the Sachs Family Trust executes a separate stock power with a medallion guaranty of the signature in a form acceptable to the Escrow Agent (in the event that the Sachs Family Trust fails to execute such documents, the Escrow Shares shall be held in the name of the Escrow Agent as nominee)) and be deposited with the Escrow Agent; such deposit to constitute the "Escrow Fund" and to be governed by the terms set forth herein and in the Escrow Agreement. The Escrow Agent Fund shall holdbe available to compensate Parent pursuant to the indemnification obligations of the Principals. However, maintain and secure the rights of Parent Indemnified Persons under this Article VI shall not be limited to the Escrow Funds in a non-interest bearing account subject Fund nor shall the Escrow Agreement be the exclusive means for Parent Indemnified Persons to the terms, conditions and restrictions herein describedenforce such rights. The Escrow Agent Period shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with terminate for all matters on the instructions as set forth in Exhibit Aforty-eight (48) month anniversary of the Effective Time; provided, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree however, that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection and the proceeds thereof shall be held as part a portion of the Escrow Funds until disbursed Shares, which is necessary to satisfy any unsatisfied claims specified in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Officer's Certificate theretofore delivered to the Escrow Agent’s sole obligation shall be Agent prior to notify the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement termination of the funds represented thereby has been made by Escrow AgentPeriod with respect to facts and circumstances existing prior to the expiration of the Escrow Period, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedin the Escrow Fund until such claims have been resolved.

Escrow Fund. All Cash Investments received On the Closing Date, Purchaser shall deposit or cause to be deposited the Escrow Amount with [ • ] (or its successor in interest or other institution selected by Purchaser with the reasonable consent of the Company), as escrow agent (the “Escrow Agent”), such deposit (together with interest and other income thereon) to constitute the escrow fund (the “Escrow Fund”) which shall be available to compensate Purchaser Indemnified Parties pursuant to the indemnification obligations of the Company for Losses and be governed by the Issuer terms set forth herein and in the Escrow Agreement attached hereto as Exhibit D. The escrow period (the “Escrow Period”) shall terminate at 11:59 p.m. California Time on the first Business Day that is on or Broker in connection with after the sale day the Company has paid out all of the Shares shall be deposited with the Escrow Agent. The Escrow Agent shall holdFunds, maintain and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit Afollowing Escrow Release Schedule (the “Escrow Release Date”); provided, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree however, that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection and the proceeds thereof shall be held as part a portion of the Escrow Funds Fund which is necessary to satisfy any unsatisfied or unresolved claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent prior to the Escrow Release Date shall remain in the Escrow Fund until disbursed such claims have been resolved. Subject at all times to the foregoing, any amounts in the Escrow Fund not otherwise released to satisfy a claim for Losses and/or not subject to an unsatisfied or unresolved claim for Losses shall be released in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, the following schedule until all amounts remaining in the Escrow Agent’s sole obligation shall be to notify Fund are released (the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by “Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested.Release Schedule”):

Escrow Fund. All Cash Investments received Promptly after the Effective Time, Parent shall deposit with the Escrow Agent a number of shares of Parent Common Stock represented by a single stock certificate registered in the name of Var & Co., as nominee of the Escrow Agent, which together equal the Escrow Amount out of the number of shares of Parent Common Stock otherwise deliverable to the Stockholders pursuant to Section 1.6 hereof and shall confirm such deposit with the Escrow Agent and the Stockholder Representative. Such deposit of the Escrow Amount (plus any New Shares (as defined in Section 7.3(c)(v) hereof) shall constitute an escrow fund (the “Escrow Fund”) to be governed by the Issuer or Broker in connection with the sale terms set forth herein. Such shares of the Shares Parent Common stock shall be deposited by Parent as, for this purpose, agent of the Stockholders, who shall thereupon, without any act by them, be treated as having received from Parent under Section 1.6 such Parent Common Stock in accordance with their respective Escrow Pro Rata Portions and then as having deposited such shares of Parent Common Stock into the Escrow AgentFund. The Escrow Fund shall be security for the indemnity obligations provided for in this ARTICLE VII and shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall hold, maintain and secure not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Interests in the Escrow Funds in a Fund shall be non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedtransferable.

Escrow Fund. All Cash Investments received by the Issuer or Broker in connection with the sale (a) Pursuant to Section 2.07 of the Shares Purchase Agreement, Chemring shall cause the Escrow Amount to be deposited with the Escrow AgentAgent in accordance with the time periods set forth in the Purchase Agreement. Concurrently with the first such deposit, Chemring shall deliver to the Escrow Agent a spreadsheet, which shall have been previously approved by the ADG Parties, which approval shall not be unreasonably withheld or delayed (the most recent such spreadsheet at any particular time being the “Escrow Spreadsheet”), setting forth (i) the name, address and taxpayer identification number of each ADG Party, and (ii) each ADG Party’s pro rata share of the Escrow Fund (each, the “Pro Rata Share”). With its delivery of the Escrow Amount and the Escrow Spreadsheet, Chemring shall deliver to the Escrow Agent a letter specifying the Effective Time. The Escrow Agent shall hold, maintain and secure agrees to accept delivery of the Escrow Funds Amount and to hold such Escrow Amount in a non-interest bearing account escrow subject to the termsterms and conditions of this Agreement and the Purchase Agreement. As of any particular time, conditions and restrictions herein described. The the Escrow Agent may assume without inquiry that the Escrow Amount that shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. been deposited with the Escrow Agent shall release by Chemring is all of the Escrow Funds only Amount required to be held in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree that all funds received Escrow Account by the Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until last such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Spreadsheet received by the Escrow Agent shall process each check, ACH or wire transfer for collection from Chemring remains correct and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer full force and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedeffect.

Escrow Fund. All Cash Investments received At the Closing, Parent shall deliver to the Escrow Agent the Escrowed Shares and the Additional Escrowed Shares (including all dividends, distributions or earnings attributable thereto, collectively, the “Escrow Fund”), and deposit those shares into an escrow fund established pursuant to the Escrow Agreement, which will provide for splitting the Escrow Agent’s charges equally by the Issuer or Broker in connection parties hereto. The Escrow Fund shall be held and distributed by the Escrow Agent subject to the terms hereof and the terms of the Escrow Agreement for the purpose of securing Sellers’ indemnity obligations under this Agreement. Agent shall comply with the sale of procedures pertaining to the Escrow Fund and any disputes related thereto as set forth in this Section, in ARTICLE V below and in the Escrow Agreement. All voting rights to the Escrowed Shares and the Additional Escrowed Shares shall be deposited exercisable by or on behalf of Seller or its authorized agent. Additional Escrowed Shares shall be released in accordance with the Escrow Agent. The Escrow Agent shall hold, maintain Section 5.2(a)(iv) and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only Section 5.2(a)(iv)and in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this corresponding terms of the Escrow Agreement. The Issuer and Broker understand and agree In accordance with the terms of the Escrow Agreement, on the date that all funds received by is twelve (12) months after the Closing Date (or, if such date is not a Business Day, the first Business Day thereafter)(the “Escrow Release Date”), the Escrow Agent are will deliver the remaining shares of Parent Common Stock in the Escrow Fund, if any, to Seller; provided, however, that subject to collection requirements and in accordance with the terms of presentment ARTICLE V and final paymentthe Escrow Agreement, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer for collection and the proceeds thereof shall be held as part withhold from delivery of the Escrow Funds until disbursed Fund and continue to hold per the Escrow Agreement the equivalent of any amounts then in accordance with Exhibit A hereof. If upon presentment for paymentdispute relating to indemnification obligations arising under this Agreement, any checkprovided that the withheld amount, ACH or wire transfer is dishonoredto the extent not applied in satisfaction of indemnification obligations, Escrow Agent’s sole obligation shall be delivered to notify the Issuer and Broker Seller as described above promptly upon resolution of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvesteddispute.

Escrow Fund. All Cash Investments received by the Issuer or Broker in connection with the sale of the Shares Units shall be deposited with the Escrow Agent. The Escrow Agent shall hold, maintain and secure the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with the instructions as set forth in Exhibit A, or as otherwise expressly set forth in this Agreement. The Issuer and Broker Boustead understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer check for collection and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer check is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker Boustead of such dishonor and to return such payment check to Issuer or Broker, whichever the case may beIssuer. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument check is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested.

Escrow Fund. All Cash Investments received by the Issuer or Broker in connection In accordance with the sale provisions of the Merger Agreement, Buyer will deliver to the Escrow Agent the Closing Date (i) a certificate evidencing the Escrow Shares shall be deposited with and (ii) a certificate evidencing the Escrow Warrant, each registered in the name of the Escrow Agent, as Escrow Agent under this Agreement. The Primary Escrow Securities represented by such certificates and any income thereon, or other property which is delivered to the Escrow Agent under the terms of this Agreement with respect thereto, shall be referred to herein as the "Escrow Fund." The Escrow Fund and each Escrow Account shall be held as a separate fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent shall hold, maintain and secure will hold the Escrow Funds Fund until it is released in accordance with the provisions of this Agreement. In order to facilitate the sale or release, in accordance with the terms of this Agreement, of the Escrow Warrant (or an interest therein) or any Primary Escrow Securities purchasable upon the exercise of the Escrow Warrant, Buyer shall deliver a non-interest bearing account subject replacement Escrow Warrant to the termsEscrow Agent promptly after receipt of a written request therefor from the Escrow Agent, conditions and restrictions herein describedwhich replacement Escrow Warrant shall be adjusted appropriately to reflect the partial exercise of such Escrow Warrant, the assignment of an interest therein, or the release of a portion of the underlying Primary Escrow Securities thereof to Buyer or each Escrow Account Beneficiary entitled thereto. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only in accordance with responsibility for the instructions as set forth in Exhibit Agenuineness, validity, market value, title or as otherwise expressly set forth in this Agreement. The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject to collection requirements of presentment and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. Upon receipt of funds, Escrow Agent shall process each check, ACH or wire transfer sufficiency for collection and the proceeds thereof shall be held as part any intended purpose of the Escrow Funds until disbursed in accordance with Exhibit A hereof. If upon presentment for payment, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation shall be to notify the Issuer and Broker of such dishonor and to return such payment to Issuer or Broker, whichever the case may be. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by Escrow Agent, Issuer shall immediately reimburse Escrow Agent upon receipt from Escrow Agent of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedFund.