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 Agent in a nonaccordance with the 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-interest bearing account subject remaining Available Escrow Fund shall be released to the termsCompany Stockholders. At the close of business on the date that is 18 months after the Closing Date, conditions and restrictions herein describedany 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 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 set forth in this Agreement and the Escrow Agreement. (b) On the Closing Date, the Buyer or Merger Sub shall deposit the Working Capital Escrow Amount with the Escrow Agent for the purpose of securing the reimbursement obligations set forth in Section 1.13(c)(iv) of this Agreement. The Working Capital Escrow Fund, together with any interest and earnings thereon, shall have no duty be held by the Escrow Agent in accordance with the terms hereof and the Escrow Agreement. The payment of any Working Capital Escrow Deficit required to invest be made to the Buyer pursuant to Section 1.13(c)(iv) shall be made solely from the Working Capital Escrow Funds Fund, provided, that, if the Working Capital Escrow Fund is insufficient to fully satisfy any Working Capital Escrow Deficit, then the Buyer may be reimbursed for any remaining Working Capital Escrow Deficit solely from the Available Escrow Fund. If the Company Stockholders are entitled to an additional payment pursuant to Section 1.13(c)(iv), then the Buyer and the Company Stockholder Representative shall promptly take all necessary steps to cause the Escrow Funds Agent to release the then remaining balance of the Working Capital Escrow Fund to the Company Stockholders within five (5) business days after the date of determination of the Revised Closing Net Working Capital Adjustment under Section 1.13(c). Upon any release of such amount to the Company Stockholders, each Company Stockholder shall remain uninvestedbe paid his, her or its Pro Rata Portion of such amount that is released in accordance with the terms of the Escrow Agreement. The Working Capital Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms set forth in this Agreement and the Escrow Agreement. (c) On the Closing Date, the Buyer or Merger Sub shall deposit the Company Stockholder Representative Amount with the Escrow Agent for the purpose of reimbursing the Company Stockholder Representative with respect to the Company Stockholder Representative’s obligations under Section 1.15 of this Agreement. The Company Stockholder Representative Fund, together with any interest and earnings thereon, shall be held by the Escrow Agent in accordance with the terms hereof and the Escrow Agreement. At any time, the Escrow Agent shall release Escrow Funds only to the Company Stockholders all or any portion of the Company Stockholder Representative Fund upon the receipt of written instruction of the Company Stockholder Representative. Upon any release of such amount to the Company Stockholders, each Company Stockholder shall be paid his, her or its Pro Rata Portion of the amount of such amount that is so- released in accordance with the instructions terms of the Escrow Agreement. The Company Stockholder Representative 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 and the Escrow Agreement. (d) In no event shall the Escrow Amount and any interest and earnings earned thereon under this Agreement and the Escrow Agreement paid to the Company Stockholders exceed twenty one million dollars ($21,000,000). In addition, in no event shall the Working Capital Escrow Amount and any interest and earnings earned thereon under this Agreement and the Escrow Agreement paid to the Company Stockholders exceed two million one hundred thousand dollars ($2,100,000). Finally, in no event shall the Company Stockholder Representative Amount and any interest and earnings earned thereon under this Agreement and the Escrow Agreement paid to the Company Stockholders exceed one million fifty thousand dollars ($1,050,000). The Issuer and Broker understand and agree that all funds received by Escrow Agent are subject preceding language is intended to collection requirements of presentment and final payment, and ensure 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 rights to dishonor. Upon receipt of fundsthe Escrow Amount, the Working Capital Escrow Agent shall process each check, ACH or wire transfer for collection Amount and the proceeds thereof Company Stockholder Representative Amount (and any interest and earnings earned on such amounts) are not treated as contingent payments without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. (e) The adoption of this Agreement and the 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 AgentFund, Issuer shall immediately reimburse the Working Capital Escrow Agent upon receipt from Escrow Agent Fund and the Company Stockholder Representative Fund into escrow for the purposes set forth above and the appointment and actions of written notice thereof. The Escrow Agent shall have no duty to invest Escrow Funds and Escrow Funds shall remain uninvestedthe Company Stockholder Representative.

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 virtue of the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby by the Issuer or Broker Company Stockholders, and as partial security for the indemnity provided for in connection with Section 7.2, at the sale of Effective Time, the Shares shall Company Stockholders will be deemed to have received and deposited with the Escrow AgentAgent the Escrow Amount without any act of any Company Stockholder. The Escrow Amount shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses incurred or sustained by them and for which they are entitled to recovery under this Article VII; provided, however, that the Sales Tax Escrow Amount shall only be available to compensate the Indemnified Parties for claims by such parties for any Losses described in Schedule 7.2. The Escrow Amount shall constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein. 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 holdnot affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Any income, maintain gains, losses and secure expenses of the Escrow Funds in a non-interest bearing account subject to the terms, conditions and restrictions herein described. The Escrow Agent Fund 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 be included by Parent as set forth in Exhibit A, taxable income 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 loss of presentment and final paymentParent, and that any income and gains of 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 Fund shall be held available to Parent as part of the Escrow Funds until disbursed Fund, but if not paid to Parent in connection with an indemnification claim in accordance with Exhibit A hereofthe terms hereof shall ultimately be distributable to the former Company Stockholders in the same manner as any other payment to them from the Escrow Fund. If upon presentment for paymentWithin ten (10) business days following the end of each calendar quarter, any check, ACH or wire transfer is dishonored, Escrow Agent’s sole obligation Parent shall be entitled 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 a disbursement of 2% of the funds represented thereby has been made by income and gains (net of any expenses and losses) earned for such quarter on the 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.

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 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 On the Closing Date, (i) Parent shall issue one or more certificates in the name of Seller evidencing the Escrowed Shares to be held in escrow pursuant to the terms and conditions of this Agreement and (ii) Seller shall deliver to Parent an original stock power endorsed by Seller in blank with medallion signature guarantee (“stock powers”). If Seller transfers record ownership of, or assigns the Issuer Escrowed Shares after the Closing to the Seller Interest Holders, Seller will deliver or Broker cause to be delivered a stock power to Parent endorsed by each Seller Interest Holder to whom the Escrowed Shares have been transferred or assigned. As soon as reasonably practicable after receipt of such stock power, Parent shall issue certificates for the Escrowed Shares registered in connection with the sale name of the Seller Interest Holder to be held in escrow pursuant to the terms and conditions of this Agreement. The Escrowed Shares shall constitute an escrow fund (the “Escrow Fund”) with respect to Indemnification Claims of the Purchaser Indemnitees under the Asset Purchase Agreement. The Escrow Fund shall be deposited with the Escrow Agentheld as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of Seller or of any other Person, including any party hereto. The Escrow Agent shall hold, maintain and secure agrees to accept delivery of the Escrow Funds Fund and stock powers and to hold the Escrowed Shares and stock powers in a non-interest bearing an escrow account (the “Escrow Account”), subject to the terms, terms and 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 of 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) There is hereby created a special segregated account to be known as the Issuer or Broker in connection with “City of Dallas, Georgia 2023 Installment Sale Agreement Escrow Fund” (the sale “Escrow Fund”). [ESCROW AGENT] is hereby designated as the custodian of the Shares Escrow Fund. On the date hereof, the Lender shall deposit the Installment Sale Amount into the Escrow Fund. The moneys and securities on deposit in the Escrow Fund shall be deposited with held separate and apart from all other funds of the City and the Lender and will be held in trust by the Escrow Agent. (b) For so long as the Escrow Agent is [ESCROW AGENT], the Escrow Agent shall invest and reinvest moneys on deposit in the Escrow Fund in a public funds money rate savings account. Otherwise, the Escrow Agent shall invest and reinvest moneys on deposit in the Escrow Fund in Qualified Investments. The Escrow Agent shall holdnot be responsible for any liability, maintain and secure cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Escrow Funds Fund, and the City agrees to and does hereby release the Escrow Agent, the Originator and the Lender from any such liability, cost, expenses, loss or claim. Interest on the Escrow Fund shall become part of the Escrow Fund, and gains and losses on the investment of the moneys on deposit in the Escrow Fund shall be borne by the Escrow Fund. (c) Unless the Escrow Fund is earlier terminated in accordance with the provisions of paragraph (d) below, amounts in the Escrow Fund shall be disbursed by the Escrow Agent in payment of amounts described in Section 4.2(b) hereof upon receipt of written authorization(s) from the Seller, as is more fully described in Section 4.2 hereof. If the amounts in the Escrow Fund are insufficient to pay such amounts, the City shall provide any balance of the funds needed to complete the acquisition, construction and installation of the Project. (d) The Escrow Fund shall be terminated at the earliest of: (i) the final distribution of amounts in the Escrow Fund; (ii) written notice given by the Seller of the occurrence of an Event of Default or an Event of Non-appropriation by the City under this Installment Sale Agreement is received by the Escrow Agent; or (iii) the termination of this Installment Sale Agreement. Upon an Event of Default or an Event of Non-appropriation, the moneys on deposit in the Escrow Fund shall, at the option of the Lender, be applied to (i) the Principal Payments or (ii) the Project. (e) The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a non-interest bearing account subject to the terms, conditions and restrictions herein describedwriting or instrument. The Escrow Agent shall have no duty not be liable in any manner for the sufficiency or correctness as 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 Aform, manner of execution, or validity of any instrument nor as otherwise expressly set forth in this Agreement. The Issuer to the identity, authority, or right of any person executing the same; and Broker understand and agree that all funds its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by Escrow Agent are subject to collection requirements of presentment and final payment, and that it as 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 and for the disposition of the same in accordance herewith. (f) Unless the Escrow Agent upon receipt from is guilty of gross negligence or willful misconduct with regard to its duties hereunder, the City agrees to and does hereby release and indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of written notice thereofany character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Installment Sale Agreement; and in connection therewith, does indemnify the Escrow Agent against any and all expenses; including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. The Escrow Agent shall be vested with a lien on and is hereby granted a security interest in all property deposited hereunder, for indemnification, for reasonable attorneys’ fees, court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between the City and the Seller as to the correct interpretation of this Installment Sale Agreement and instructions given to the Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid. (g) If the City and the Seller shall be in disagreement about the interpretation of this Installment Sale Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. The Escrow Agent shall be reimbursed by the City for all costs, including reasonable attorneys’ fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Installment Sale Agreement until a final judgment in such action is received. (h) The Escrow Agent may consult with counsel of its own choice and shall have no duty full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. (i) [Intentionally omitted.] (j) If an amount shall be held in the Escrow Fund from and after the third anniversary of the Closing Date, the City shall direct the Escrow Agent to invest such amount only in (i) obligations described in Section 103 of the Code (excluding “private activity bonds,” as defined in Section 141 of the Code) or (ii) securities for which there is an established market, including U.S. Treasury Obligations, State and Local Government Series and for which market price is paid, such securities to have a yield not in excess of the yield on this Installment Sale Agreement, unless the City receives an opinion of Bond Counsel to the effect that investment at a higher rate will not cause this Installment Sale Agreement to become an “arbitrage bond” within the meaning of Section 148 of the Code and will not otherwise adversely affect the exclusion of Interest Payments on this Installment Sale Agreement from gross income for federal income tax purposes. (k) So long as no Event of Non-appropriation or Event of Default occurs hereunder, moneys on deposit in the City’s Escrow Fund shall be subject to the interest of the Escrow Agent described in paragraph (f) above, and then to the beneficial interest of the City as provided herein. (l) The Escrow Agent will apply any amounts remaining in the Escrow Fund after the Completion Date (the “Excess Funds”) to the prepayment of the Installment Sale Agreement, as follows: (X) first, to interest accrued and unpaid to the prepayment date, and (Y) then to the prepayment, in inverse order of maturity and without premium, of the outstanding principal components of the Installment Payments. Such prepayment, however, will not affect any other City payment obligation under this Installment Sale Agreement. The Escrow Agent will notify the City of any withdrawal from the Escrow Fund made under this Section 3.3(c) with respect to Excess Funds and Escrow Funds shall remain uninvestedin the notice will describe its application of the funds withdrawn.

Escrow Fund. All Prior to or simultaneously with the Closing, the Stockholders’ Representative and Parent shall enter into an escrow agreement (the “Escrow Agreement”) to hold the Escrow Fund with an escrow agent selected by Parent and reasonably acceptable to the Stockholders’ Representative (the “Escrow Agent”), substantially in the form of Exhibit B hereto. Pursuant to the terms of the Escrow Agreement, Parent shall deposit the Escrow Cash Investments received and the Initial Representative Reimbursement Amount into separate escrow accounts, which accounts are to be managed by the Issuer Escrow Agent (the “Escrow Accounts”). Distributions of any Escrow Cash or Broker in connection with the sale of the Shares Initial Representative Reimbursement Amount from the Escrow Accounts shall be deposited with governed by the terms and conditions of the Escrow AgentAgreement. The Escrow Agent adoption of this Agreement and the approval of the Merger by the Company Stockholders shall hold, maintain and secure constitute approval of the Escrow Funds Agreement and of all the arrangements relating thereto, including, without limitation, the placement of the Escrow Fund in a non-interest bearing account subject to escrow and the terms, conditions and restrictions herein describedappointment of the Stockholders’ Representative. The parties hereto hereby acknowledge and agree that the Escrow Agent Fund shall have be treated as an installment obligation for purposes of the Code, and no duty party shall take any action or filing position inconsistent with such characterization. Consistent with Proposed Treasury Regulation Section 1.468B-8, for Tax reporting purposes, all interest or other income earned from the investment of the Escrow Fund or any portion thereof in any Tax year shall be reported as allocated to invest Parent until the distribution of the Escrow Funds Fund (or portion thereof) is determined and Escrow Funds shall remain uninvested. Escrow Agent shall release Escrow Funds only thereafter to Parent and the Company Stockholders in accordance with the instructions as set forth their respective interests 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 uninvestedFund.

Escrow Fund. All Cash Investments received The Escrow Amount delivered by Buyer at Closing pursuant to the Escrow Agreement shall be held in an escrow account and shall serve as security for payment of any indemnification obligations of Shareholders (the “Escrow Fund”). If there are no outstanding claims for indemnification by the Issuer or Broker in connection with the sale Buyer Indemnified Parties as of the Shares Escrow Termination Date, all amounts remaining in the Escrow Fund shall be deposited with distributed by 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 terms and conditions of the Escrow Agreement to Shareholder Representative. If there are outstanding claims for indemnification by the Buyer Indemnified Parties on the Escrow Termination Date, all amounts remaining in Exhibit Athe Escrow Fund, or as otherwise expressly set forth less the disputed amount corresponding to each such outstanding claim, shall be distributed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement to Shareholder Representative on behalf of the Shareholders; provided, that the remaining balance of any amounts withheld with respect to each outstanding claim shall be distributed to Shareholder Representative upon resolution and final satisfaction of such outstanding claim in accordance with Article 11 and the provisions of the Escrow Agreement. Final distribution of the Escrow Fund shall be made net of any accrued fees and expenses of the Escrow Agent then outstanding owed by Shareholder Representative on behalf of the Shareholders pursuant to this Agreement. The Issuer For the avoidance of doubt, Buyer will pay one-half and Broker understand Shareholder Representative will pay one-half of all fees 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 expenses 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, Agent under the 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 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.

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.