Common use of Release from Escrow Clause in Contracts

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a). (b) Upon the forgiveness (in whole or in part) of the PPP Loan following a PPP Forgiveness Application submitted in accordance with the terms hereof, and confirmation of the discharge of the forgiven amount of such PPP Loan from the PPP Lender (the date of such occurrence, “PPP Forgiveness Date”), Buyer and the Members’ Representative shall execute and deliver joint written instructions to the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding in respect of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7‎(d). (c) Within five (5) Business Days after the date that is three (3) years following the Closing Date (the “Specified Matters Expiration Date”), Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all Continuing Claims that have been asserted against the Specified Matters Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Specified Matters Expiration Date (such amount, the “Specified Matters Retained Escrow Amount”). Subject to Section ‎10.7(d), within five (5) Business Days following the Specified Matters Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Specified Matters Escrow Fund an amount in the aggregate equal to (i) the amount held in the Specified Matters Escrow Fund as of the Specified Matters Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Specified Matters Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims in respect of any Specified Matters, all remaining funds in the Specified Matters Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(c). (d) With respect to any amount to be released to the Members pursuant to the Escrow Agreement or Section 10.7(b), as applicable: (i) each distribution to be made from the Retention Escrow Fund, the PPP Loan Escrow Fund, or the Specified Matters Escrow Fund to a particular Member shall be effected in accordance with the payment delivery instructions and in the amounts set forth in the applicable Consideration Spreadsheet; and (ii) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Escrow Fund shall be consistent with this Section ‎10.7(d).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the MembersSecurityholders’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Indemnity Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d8.7(c), within five (5) Business Days following the Expiration Date, Buyer and the MembersSecurityholders’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Indemnification Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Indemnity Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each MemberIndemnifying Securityholder, it being acknowledged and agreed that such amount shall be released to the Payment Exchange Agent for distribution to the Members Indemnifying Securityholders in accordance with their respective Pro Rata PortionsShares. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Indemnity Escrow Fund shall be distributed to the Members Indemnifying Securityholders in accordance with the procedures set forth in this Section 10.7(a8.7(a). (b) Upon the forgiveness (in whole or in part) of the PPP Loan following a PPP Forgiveness Application submitted in accordance with the terms hereof, and confirmation of the discharge of the forgiven amount of such PPP Loan from the PPP Lender (the date of such occurrence, “PPP Forgiveness Date”), Buyer and the Members’ Representative shall execute and deliver joint written instructions to the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding in respect of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7‎(d). (c) Within five (5) Business Days after the date that is three (3) years following the Closing Date (the “Specified Matters Expiration Release Date”), Buyer will notify the MembersSecurityholders’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all Continuing Claims claims for indemnification that have been asserted against the Specified Matters Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Specified Matters Expiration Release Date (each such claim a “Specified Matters Continuing Claim” and such amount, the “Specified Matters Retained Escrow Amount”). Subject to Section ‎10.7(d8.7(c), within five (5) Business Days following the Specified Matters Expiration Release Date, Buyer and the MembersSecurityholders’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Specified Matters Escrow Fund an amount in the aggregate equal to (i) the amount held in the Specified Matters Escrow Fund as of the Specified Matters Expiration Release Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Specified Matters Retained Escrow Amount, for distribution to each MemberIndemnifying Securityholder, it being acknowledged and agreed that such amount shall be released to the Payment Exchange Agent for distribution to the Members Indemnifying Securityholders in accordance with their respective Pro Rata PortionsShares. Upon the full and final resolution of any Specified Matters Continuing Claims in respect of any Specified MattersClaims, all remaining funds in the Specified Matters Escrow Fund shall be distributed to the Members Indemnifying Securityholders in accordance with the procedures set forth in this Section 10.7(c8.7(b). (dc) With respect to any amount to be released to the Members Indemnifying Securityholders pursuant to the Escrow Agreement or Section 10.7(b), as applicableAgreement: (i) each distribution to be made from the Retention Indemnity Escrow Fund or Specified Matters Escrow Fund, the PPP Loan Escrow Fundas applicable, or the Specified Matters Escrow Fund to a particular Member Indemnifying Securityholder shall be effected in accordance with the payment delivery instructions and in the amounts set forth in the applicable Consideration Spreadsheet; and (ii) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Escrow Fund shall be consistent with this Section ‎10.7(d8.7(c).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the MembersSellers’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d9.7‎(b), within five (5) Business Days following the Expiration Date, Buyer and the MembersSellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to Indirect Member, on behalf of the Members Direct Members, in accordance with their respective each Indirect Member’s Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members Indirect Members, on behalf of the Direct Members, in accordance with the procedures set forth in this Section 10.7(a9.7(a). (b) Upon Notwithstanding anything to the forgiveness (contrary in whole or Section 9.7(a), in part) the event of a ▇▇▇▇▇▇▇▇ Covenant Violation and related release of the PPP Loan following a PPP Forgiveness Application submitted in accordance with ▇▇▇▇▇▇▇▇ Released Amount from the terms hereofEscrow Fund, thereafter (i) T5 will no longer be permitted to receive any funds released from the Escrow Fund and confirmation (ii) any release from the Escrow Fund shall be made to the Indirect Members (other than T5), on behalf of the discharge of Direct Members, on a relative pro rata basis to the forgiven Indirect Members (other than T5) calculated by multiplying such amount of such PPP Loan to be so released from the PPP Lender (Escrow Fund by a fraction the date numerator of which is such occurrence, “PPP Forgiveness Date”), Buyer Indirect Member’s Pro Rata Portion and the Members’ Representative shall execute and deliver joint written instructions to denominator of which is the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding in respect aggregate Pro Rata Portion of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7‎(dall Indirect Members (other than T5). (c) Within five (5) Business Days after the date that is three (3) years following the Closing Date (the “Specified Matters Expiration Date”), Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all Continuing Claims that have been asserted against the Specified Matters Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Specified Matters Expiration Date (such amount, the “Specified Matters Retained Escrow Amount”). Subject to Section ‎10.7(d), within five (5) Business Days following the Specified Matters Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Specified Matters Escrow Fund an amount in the aggregate equal to (i) the amount held in the Specified Matters Escrow Fund as of the Specified Matters Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Specified Matters Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims in respect of any Specified Matters, all remaining funds in the Specified Matters Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(c). (d) With respect to any amount to be released to the Direct Members pursuant to the Escrow Agreement or Section 10.7(b), as applicable: 9.7(a): (i) each distribution to be made from the Retention Escrow Fund, the PPP Loan Escrow Fund, or the Specified Matters Escrow Fund to a particular Indirect Member on behalf of a Direct Member shall be effected in accordance with the payment delivery instructions and in the amounts set forth in the applicable Consideration Spreadsheet; and (ii) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Escrow Fund shall be consistent with this Section ‎10.7(d‎9.7(b). (d) Within five (5) Business Days after any amounts are determined to be owed to Buyer from the Escrow Fund, Buyer and the Sellers’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Fund such amounts payable to Buyer.

Release from Escrow. (a) Within five No later than two (52) Business Days after the Expiration Date, Buyer Parent will notify the MembersSecurityholders’ Representative Agent in writing of the amount amount, if any, in addition to any amounts that Buyer have previously been retained or reserved that Parent determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fundin accordance with Section 10.5, but not resolved on or prior to 11:59 p.m. (Eastern Central time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, together with any amounts that have previously been retained or reserved, the “Retained Escrow Amount”). Subject to Section 10.7‎(d10.6(c), within five ten (510) Business Days following the Expiration Date, Buyer Parent and the MembersSecurityholders’ Representative Agent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Retention Indemnity Escrow Fund an amount in the aggregate equal to (i) the amount held in the Retention Indemnity Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each MemberEffective Time Holder in accordance with such Effective Time Holder’s Indemnity Pro Rata Share, it being acknowledged and agreed that a portion of such aggregate amount sufficient to pay holders of Outstanding In-the-Money Options or RSUs (other than Non-Employee Equity Awards) shall be released to the Company (and, promptly thereafter, Parent shall cause the Company to pay through the payroll services of the Company to each such holder its Indemnity Pro Rata Share of the Escrow Release Amount), and the remaining portion of such aggregate amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. other Effective Time Holders. (b) Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Indemnity Escrow Fund shall be distributed to the Members Effective Time Holders in accordance with the procedures set forth in this Section 10.7(a). (b) Upon the forgiveness (in whole or in part) of the PPP Loan following a PPP Forgiveness Application submitted in accordance with the terms hereof, and confirmation of the discharge of the forgiven amount of such PPP Loan from the PPP Lender (the date of such occurrence, “PPP Forgiveness Date”), Buyer and the Members’ Representative shall execute and deliver joint written instructions to the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding in respect of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7‎(d10.6(a). (c) Within five (5) Business Days after the date that is three (3) years following the Closing Date (the “Specified Matters Expiration Date”), Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all Continuing Claims that have been asserted against the Specified Matters Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Specified Matters Expiration Date (such amount, the “Specified Matters Retained Escrow Amount”). Subject to Section ‎10.7(d), within five (5) Business Days following the Specified Matters Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Specified Matters Escrow Fund an amount in the aggregate equal to (i) the amount held in the Specified Matters Escrow Fund as of the Specified Matters Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Specified Matters Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims in respect of any Specified Matters, all remaining funds in the Specified Matters Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(c). (d) With respect to any amount to be released from the Indemnity Escrow Fund to the Members Effective Time Holders pursuant to this Section 10.6(c) or the Escrow Agreement: (i) if any former holder of Outstanding Capital Stock has not executed and delivered a properly completed Letter of Transmittal and either surrendered such Effective Time Holder’s Company Stock Certificate in accordance with Section 1.8(b) or executed an affidavit of lost certificate and complied with Section 1.8(e) (collectively, the “Payment Conditions”) prior to the delivery to the Escrow Agreement or Section 10.7(b)Agent of the applicable joint written instructions, as applicable: then any amount that would otherwise be released to such Effective Time Holder shall be held by the Payment Agent, without interest, until such holder satisfies all of such Effective Time Holder’s applicable Payment Conditions; (iii) each distribution to be made from the Retention Escrow Fund, the PPP Loan Escrow Fund, or the Specified Matters Indemnity Escrow Fund to a particular Member Effective Time Holder shall be effected in accordance with the payment delivery instructions and in the amounts set forth in the applicable Consideration Spreadsheetsuch Effective Time Holder’s Letter of Transmittal, with respect to amounts to be distributed in respect of such Effective Time Holder’s Outstanding Capital Stock; and (iiiii) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Escrow Fund shall be consistent with this Section ‎10.7(d10.6(c). (d) The release of any portion of the Indemnity Escrow Fund to the Effective Time Holders pursuant to this Section 10.6 shall be deemed an adjustment to the Purchase Price.

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing Agreement, promptly following the finalization of the Conclusive Adjustment Statement and any corresponding payment or release of Escrow Shares in accordance with Section 2.11(f) (if any), the Escrow Agent shall release to release from the Retention Escrow Fund an amount in Participants a number of Escrow Shares such that, following such release, no more than two-thirds of the aggregate equal to (i) number of Escrow Shares deposited with the amount held in the Retention Escrow Fund as of the Expiration Date (as reduced from time to time Agent pursuant to Sections 2.9(a) and 2.11(f)(iii) continue to be held by the terms Escrow Agent (less any Merger Shares previously released to a TranS1 Indemnified Party in respect of this Agreement) minus (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount an Indemnity Claim Notice). Such release shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a2.3(b). (b) Upon Subject to the forgiveness Escrow Agreement, promptly following the twelve (in whole or in part12) month anniversary of the PPP Loan following a PPP Forgiveness Application submitted Closing Date, the Escrow Agent shall release to the Escrow Participants any remaining Escrow Shares and Representative Reimbursement Amount, except that the Escrow Agent shall retain in accordance with escrow the terms hereof, and confirmation portion of the discharge Representative Reimbursement Amount so requested by the Securityholder Representatives and a number of Escrow Shares equal in value (calculated using the applicable Escrow Shares Indemnity Value) to the aggregate amount of claims for indemnification under ARTICLE VIII asserted prior to the expiration of the forgiven amount of such PPP Loan from the PPP Lender (the date of such occurrence, “PPP Forgiveness Date”), Buyer applicable survival period but not yet resolved. The remaining Representative Reimbursement Amount and the Members’ Representative shall execute and deliver joint written instructions to the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding Shares retained in respect of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7‎(d). (c) Within five (5) Business Days after the date that is three (3) years following the Closing Date (the “Specified Matters Expiration Date”), Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in good faith to be necessary to satisfy all Continuing Claims that have been asserted against the Specified Matters Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Specified Matters Expiration Date (such amount, the “Specified Matters Retained Escrow Amount”). Subject to Section ‎10.7(d), within five (5) Business Days following the Specified Matters Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Specified Matters Escrow Fund an amount in the aggregate equal to (i) the amount held in the Specified Matters Escrow Fund as of the Specified Matters Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Specified Matters Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount unresolved claims shall be released to the Payment Escrow Participants by the Escrow Agent for distribution (to the Members extent not utilized to pay TranS1 Indemnified Parties or the Surviving Corporation for any such claims resolved in favor of such Persons) promptly following the resolution of such claims in accordance with their respective Pro Rata Portionsthis ARTICLE VIII and the terms of the Escrow Agreement. Upon the full and final resolution of any Continuing Claims in respect of any Specified Matters, all remaining funds in the Specified Matters Escrow Fund Such release or releases shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(c2.3(b). (d) With respect to any amount to be released to the Members pursuant to the Escrow Agreement or Section 10.7(b), as applicable: (i) each distribution to be made from the Retention Escrow Fund, the PPP Loan Escrow Fund, or the Specified Matters Escrow Fund to a particular Member shall be effected in accordance with the payment delivery instructions and in the amounts set forth in the applicable Consideration Spreadsheet; and (ii) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Escrow Fund shall be consistent with this Section ‎10.7(d).

Release from Escrow. (ai) Within five If, at any time prior to three (53) Business Days business days after the Expiration Date, Buyer will notify the Members’ Representative in writing expiration of the amount that Buyer determines in good faith to be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow FundOffering Period, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing receives notice from the Underwriter of a Closing Date under the Underwriting Agreement (the "Initial Closing Date," and the closing to be held on the Initial Closing Date, the "Initial Closing"), at the Initial Closing (upon receipt of a notice, which may be by telecopy, from the Company and the Underwriter that the Closing has contemporaneously been consummated subject to the collection of good funds and payment to the Company for the Shares), the Escrow Agent shall pay by wire transfer of immediately available funds to release such accounts as the Company and the Underwriter may designate in writing from the Retention Escrow Fund an amount good and collected funds in the aggregate Escrow Account attributable to the Subscribers to whom Shares are to be issued with respect to the Initial Closing: (A) to the Company, a sum equal to the Purchase Price for the Shares being purchased by the Subscribers who delivered such funds (iand the interest earned thereon) less the amount held in difference between (x) 13% of such Purchase Price and (y) $17,500, and (B) to the Retention Escrow Fund as Underwriter, the balance of the Expiration Date (as reduced from time to time pursuant Purchase Price. In addition, the Escrow Agent shall deliver to the terms Company and the Underwriter a list of this Agreement) minus the Subscribers and the number of Shares being purchased by each such Subscriber. (ii) If, at any time after the Retained Initial Closing Date and prior to three (3) business days following the expiration of the Offering Period, the Escrow AmountAgent receives notice from the Underwriter of a Closing Date for one or more closings in addition to the Initial Closing (each an "Additional Closing"), for distribution to each Memberat the Additional Closing, it being acknowledged upon receipt of a notice, which may be by telecopy, from the Company and agreed the Underwriter that such amount shall be released Additional Closing has contemporaneously been consummated subject to the Payment Agent for distribution collection of good funds and payment to the Members Company for the Shares, the Escrow Agent shall pay by wire transfer of immediately available funds to such accounts as the Company and the Underwriter may designate in accordance with their respective Pro Rata Portions. Upon the full writing from good and final resolution of any Continuing Claims, all remaining collected funds in the Retention Escrow Fund shall be distributed Account attributable to the Members in accordance Subscribers to whom Shares are to be issued with respect to such Additional Closing: (A) to the procedures set forth in this Section 10.7(a)Company a sum equal to the Purchase Price for the Shares being purchased by the Subscribers (and the interest earned thereon) less 13% of such Purchase Price, and (B) the balance to the Underwriter. In addition, the Escrow Agent shall deliver to the Company and the Underwriter a list of the Subscribers and the number of Shares being purchased by each such Subscriber. (b) Upon In the forgiveness event (in whole i) checks representing the Minimum Offering Proceeds are not received by the Escrow Agent on or in part) prior to the expiration of the PPP Loan following Offering Period, (ii) good and collected funds in an aggregate amount equal to or greater than the Minimum Offering Proceeds are not in the Escrow Account within ten (10) business days after the expiration of the Offering Period, (iii) a PPP Forgiveness Application submitted Subscription is not timely accepted by the Company and the Underwriter, (iv) a Closing has not been held within thirteen (13) business days after the expiration of the Offering Period with respect to a Subscription, or (v) a Subscription has been timely accepted but the Underwriter has instructed the Escrow Agent in accordance writing to return the applicable Purchase Price to the Subscriber, then in any such event, the Escrow Agent shall promptly return the Purchase Price to the applicable Subscriber(s). The Escrow Agent may return the Purchase Price by returning the Subscriber's check or by delivering a check drawn on the Escrow Agent in the amount received from such Subscriber, with the terms hereofinterest (if any) earned thereon. Notwithstanding the foregoing, and confirmation in no event shall the Escrow Agent refund any part of the discharge interest earned of a prospective purchaser's Subscription deposit until such time as the forgiven amount of such PPP Loan Escrow Agent has received an appropriate W-9 Form from a Subscriber who failed to complete the PPP Lender (Backup Withholding section in the date of such occurrence, “PPP Forgiveness Date”), Buyer and the Members’ Representative shall execute and deliver joint written instructions to the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding in respect of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7‎(d)Subscription. (c) Within five Notwithstanding the foregoing, the distribution of funds pursuant to sections 6(a) and (5b) Business Days after shall not occur until the date that is three (3) years following the Closing Date (the “Specified Matters Expiration Date”), Buyer will notify the Members’ Representative in writing of the amount that Buyer determines in on which said good faith to be necessary to satisfy all Continuing Claims that and collected funds have been asserted against the Specified Matters Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) on the Specified Matters Expiration Date (such amount, the “Specified Matters Retained Escrow Amount”). Subject to Section ‎10.7(d), within five (5) Business Days following the Specified Matters Expiration Date, Buyer and the Members’ Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Specified Matters Escrow Fund an amount in the aggregate equal to (i) the amount held in the Specified Matters Escrow Fund as of the Specified Matters Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Specified Matters Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims in respect of any Specified Matters, all remaining funds in the Specified Matters Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(c)cleared. (d) With respect to any amount to be released to the Members pursuant to the Escrow Agreement or Section 10.7(b), as applicable: (i) each distribution to be made from the Retention Escrow Fund, the PPP Loan Escrow Fund, or the Specified Matters Escrow Fund to a particular Member shall be effected in accordance with the payment delivery instructions and in the amounts set forth in the applicable Consideration Spreadsheet; and (ii) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Escrow Fund shall be consistent with this Section ‎10.7(d).

Release from Escrow. (a) Within five (5) Business Days after the Expiration Date, Buyer will notify the Members’ Representative in writing 3.1 The terms of the amount that Buyer determines in good faith to release of the Escrowed Funds shall be necessary to satisfy all claims for indemnification that have been asserted against the Retention Escrow Fund, but not resolved on or prior to 11:59 p.m. (Eastern time) based on the Expiration Date (each such claim a “Continuing Claim” and such amountdetermination of the Valuation as described in section 2.7 of the Share Purchase Agreement. Upon determination of the Valuation pursuant to section 2.7 of the Share Purchase Agreement, the “Retained Escrow Amount”). Subject to Section 10.7‎(d), within five (5) Business Days following the Expiration Date, Buyer and the Members’ Representative Escrowed Funds shall execute and deliver joint written instructions to be paid by the Escrow Agent instructing to Vendors or the Purchaser upon receipt by the Escrow Agent of a written direction from the Vendors and the Purchaser. The Vendors and the Purchaser agree to provide written direction to the Escrow Agent to release from the Retention Escrow Fund an amount in the aggregate equal to Escrowed Funds as follows: (i) such amount required to pay the amount held in Liabilities at Closing, excluding the Retention Escrow Fund as of the Expiration Date (as reduced from time to time pursuant Trade Payables, that exceed $50,000 shall be paid to the terms of this Agreement) minus Purchaser from the Escrowed Funds for such purpose, as an adjustment to the Purchase Price; (ii) the Retained Escrow Amount, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a). (b) Upon the forgiveness (in whole or in part) of the PPP Loan following a PPP Forgiveness Application submitted in accordance with the terms hereof, and confirmation of the discharge of the forgiven amount of such PPP Loan from the PPP Lender (the date of such occurrence, “PPP Forgiveness Date”), Buyer and the Members’ Representative shall execute and deliver joint written instructions to the PPP Lender instructing the PPP Lender to promptly use the PPP Loan Escrow Amount to discharge any remaining obligations or liabilities outstanding in respect of the PPP Loan after giving effect to any forgiveness effected, and thereafter cause the full amount of any remaining amount of the PPP Loan Escrow Amount to be distributed to the Members, subject to Section 10.7‎(d). (c) Within five (5) Business Days after the date that is three (3) years Receivables at Closing which remain unpaid 60 days following the Closing Date shall be paid to the Purchaser for such purpose, as an adjustment to the Purchase Price, and such receivables shall be assigned to the Vendors; (the “Specified Matters Expiration Date”), Buyer will notify the Members’ Representative in writing of iii) the amount that Buyer determines $400,000 exceeds the amount of the Working Capital at Closing shall be paid to the Purchaser; and (iv) the amount remaining from the Escrowed Funds, including all accrued interest, after satisfying the amounts, if any, described in good faith to be necessary to satisfy all Continuing Claims that have been asserted against the Specified Matters Escrow Fund, but not resolved on or prior to 11:59 p.m. sub- paragraphs (Eastern time) on the Specified Matters Expiration Date (such amount, the “Specified Matters Retained Escrow Amount”). Subject to Section ‎10.7(di), within five (5ii) Business Days following and (iii) above shall be paid to the Specified Matters Expiration Date, Buyer and Vendors. 3.2 In the Members’ Representative shall execute and deliver joint written instructions to event that the Escrow Agent instructing does not receive a written direction from the Vendors and the Purchaser as provided for in clause 3.1 above, then the Escrow Agent shall continue to release from hold the Specified Matters Escrowed Funds (together with accrued interest) in an interest bearing account or other interest bearing deposit with a Canadian chartered bank or as mutually agreed between the Vendors and the Purchaser or if they cannot agree as determined by the Escrow Fund an amount in Agent, until the aggregate equal to (i) the amount held in the Specified Matters Escrow Fund as Agent receives a written direction of the Specified Matters Expiration Date Vendors and the Purchaser or a court order directing payment of the Escrowed Funds (as reduced from time to time pursuant to the terms of this Agreementtogether with accrued interest) minus (ii) the Specified Matters Retained Escrow Amountforthwith, for distribution to each Member, it being acknowledged and agreed that such amount shall be released to the Payment Agent for distribution to the Members in accordance with their respective Pro Rata Portions. Upon the full and final resolution of any Continuing Claims in respect of any Specified Matters, all remaining funds in the Specified Matters Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(c)such direction. (d) With respect to any amount to be released to 3.3 In the Members pursuant to the Escrow Agreement or Section 10.7(b), as applicable: (i) each distribution to be made from the Retention Escrow Fund, the PPP Loan Escrow Fund, or the Specified Matters Escrow Fund to a particular Member shall be effected in accordance with the payment delivery instructions and in the amounts set forth in the applicable Consideration Spreadsheet; and (ii) all written instructions to be delivered to event that the Escrow Agent shall receive a written notice advising that a litigation over the Escrowed Funds (either apart from or together with respect to any distribution from the accrued interest) has been commenced, the Escrow Fund shall be consistent Agent may deposit the Escrowed Funds (and accrued interest) with this Section ‎10.7(d)the clerk of the court in which the litigation is pending.