Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the APA. "APA" means that certain Asset Purchase Agreement dated as of March 30, 2022, by and between Seller, as seller, and Buyer, as buyer, as the same may be amended, supplemented,

Section 1.2 — Interpretation. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreem

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 — Deposit of Escrow Funds. Within two (2) Business Days following the date of this Agreement, Buyer shall deposit, or shall cause to be deposited (including by directing Ridgepoint Capital Partners, LP, or an affiliate thereof, to make such deposit on Buyer's behalf), with Escrow Agent, by wire transfer of immediately available funds to the Escrow Account identified in Exhibit B hereto, the sum of Three M

Section 2.2 — Escrow Account. Escrow Agent shall establish and maintain a segregated escrow account at a federally insured depository institution, which account shall be titled: "Granite Trust & Escrow Co., as Escrow Agent for Vantage Mobility Systems Corp. and Meridian Precision Components, Inc." The Escrow Account shall be separate and apart from any other funds held by Escrow Agent for its own account, for the acc

Section 2.3 — Investment of Escrow Funds. Escrow Agent shall invest and reinvest the Deposit and any earnings thereon in one or more of the following Permitted Investments, as directed in writing by Buyer (or, in the absence of such written direction from Buyer, in investments described in clause (a) below): (a) interest-bearing demand deposit accounts or savings accounts at one or more federally insured banks or sav

Section 2.4 — Tax Reporting. For United States federal and applicable state and local income tax purposes, all interest, earnings, and other income accrued on or with respect to the Deposit and the Escrow Funds shall be allocable to, and reportable as income of, Buyer (Employer Identification Number: 38-4012789), and shall be treated as income of Buyer regardless of whether such interest, earnings, or income is actua

ARTICLE III — RELEASE AND DISBURSEMENT OF ESCROW FUNDS

Section 3.1 — Release Upon Closing. Upon the Closing of the transactions contemplated by the APA, the Escrow Funds shall be released and disbursed by Escrow Agent as follows: (a) The Deposit (exclusive of all accrued interest, earnings, and other income thereon) in the amount of Three Million One Hundred Seventy-Five Thousand Dollars ($3,175,000) shall be released and disbursed to Seller (or to such account or accoun

Section 3.2 — Release to Buyer Upon Valid Termination by Buyer. In the event that the APA is terminated by Buyer in accordance with its terms, including, without limitation, (i) termination pursuant to Section 10.1(b) of the APA upon the failure of a condition precedent to Buyer's obligation to close, (ii) termination pursuant to Section 10.1(c) of the APA due to a material breach by Seller, or (iii) termination purs

Section 3.3 — Release to Buyer of Break-Up Fee and Expense Reimbursement. In the event that Buyer becomes entitled to receive the Break-Up Fee and/or the Expense Reimbursement pursuant to the terms of the APA and the Bid Procedures Order entered by the Bankruptcy Court (Docket No. 198 in the Bankruptcy Case, as supplemented by the Break-Up Fee Approval Order entered at Docket No. 234, dated May 13, 2022), Escrow Agen

Section 3.4 — Release to Seller Upon Buyer Default. In the event the APA is terminated by Seller due to a material breach or default by Buyer as set forth in Section 10.2 of the APA, and Buyer is not entitled to the return of the Deposit pursuant to the terms of the APA, the Escrow Funds (or such portion thereof as is provided for in the APA as liquidated damages or otherwise) shall be released and disbursed to Selle

Section 3.5 — Release Upon Sale to Alternative Buyer. In the event that the Acquired Assets are sold to a buyer other than Buyer (i.e., Buyer is not the Successful Bidder at the auction conducted pursuant to the Bid Procedures Order), the Escrow Funds shall be disbursed by Escrow Agent as follows: (a) First, to Buyer, the Break-Up Fee in the amount of One Million Nine Hundred Five Thousand Dollars ($1,905,000) and th

Section 3.6 — Disputes. In the event of any dispute, disagreement, or controversy between Buyer and Seller (or between any Party and any other person or entity asserting an interest in the Escrow Funds) as to the disbursement, release, or disposition of all or any portion of the Escrow Funds: (a) Escrow Agent shall continue to hold the disputed portion of the Escrow Funds in the Escrow Account, invested in accordance

Section 3.7 — Payment Mechanics. All disbursements of Escrow Funds pursuant to this Article III shall be made by wire transfer of immediately available funds to such bank accounts as shall be designated in writing by the Party entitled to receive such disbursement, as set forth in Exhibit B hereto or as otherwise specified in a Joint Written Direction or Bankruptcy Court order. Each Party receiving a disbursement sha

ARTICLE IV — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

Section 4.1 — Standard of Care. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and shall not be deemed to have any implied duties, obligations, or responsibilities under this Agreement or otherwise. The duties of Escrow Agent shall be determined solely by the express provisions of this Agreement, and Escrow Agent shall not be required to take any action except as expr

Section 4.2 — Reliance. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, direction, certificate, statement, request, consent, agreement, order, judgment, or other document or instrument that Escrow Agent, in good faith, believes to be genuine and to have been signed, given, presented, or made by the appropriate person or entity, or by

Section 4.3 — No Liability. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent in good faith in connection with this Agreement, except to the extent that a court of competent jurisdiction determines, by a final and non-appealable judgment, that such action or omission constituted willful misconduct or gross negligence on the part of Escrow Agent. In no event shall Escrow Agen

Section 4.4 — Legal Counsel. Escrow Agent may, at any time and from time to time, consult with legal counsel of its own choosing (which may be counsel to Escrow Agent generally) in the event of any question as to the construction, interpretation, or application of any provision of this Agreement or as to the duties, obligations, or liabilities of Escrow Agent hereunder, and any advice or opinion of such counsel shall

Section 4.5 — Resignation and Removal. (a) Resignation. Escrow Agent may resign at any time from its obligations under this Agreement by giving not less than thirty (30) days' prior written notice of such resignation to Buyer and Seller at the respective addresses set forth in Section 8.1. Such resignation shall become effective on the date specified in such notice (the "Resignation Effective Date") or, if no date is

Section 4.6 — Successor Escrow Agent. Any successor escrow agent appointed pursuant to Section 4.5 shall be a national banking association, a state-chartered bank, or a trust company organized under the laws of the United States of America or any state thereof, having aggregate capital, surplus, and undivided profits of not less than Fifty Million Dollars ($50,000,000) and, to the extent available, whose deposits are

ARTICLE V — COMPENSATION AND EXPENSES OF ESCROW AGENT

Section 5.1 — Fees. Buyer shall pay Escrow Agent's fees for its services under this Agreement in accordance with Escrow Agent's standard fee schedule as set forth in Exhibit A attached hereto and incorporated herein by reference. Such fees shall be payable by Buyer directly and shall not be deducted from, set off against, or charged to the Escrow Funds without the prior written consent of both Buyer and Seller. Escro

Section 5.2 — Expense Reimbursement. Buyer shall reimburse Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties and obligations under this Agreement, including, without limitation, reasonable attorneys' fees and costs, accountants' fees, court filing fees, process server fees, and other costs and expenses incurred in connection

Section 5.3 — Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its respective officers, directors, employees, agents, successors, and assigns (collectively, the "Escrow Agent Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including re

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller and Escrow Agent as of the date hereof as follows: (a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on it

Section 6.2 — Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer and Escrow Agent as of the date hereof as follows: (a) Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, and, subject to applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court, has all requisite

Section 6.3 — Representations and Warranties of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and Seller as of the date hereof as follows: (a) Organization and Good Standing. Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, and has all requisite corporate power and authority to conduct its business as currently conducted, in

Section 7.1 — Termination. This Agreement shall automatically terminate, without any further action by any Party, upon the earliest to occur of the following: (a) the release and disbursement of all Escrow Funds held in the Escrow Account in accordance with Article III of this Agreement, at which time the Escrow Account shall have a zero balance; (b) the deposit of all remaining Escrow Funds into the registry of the

Section 7.2 — Survival. Notwithstanding the termination of this Agreement pursuant to Section 7.1, the following provisions shall survive such termination and shall continue in full force and effect: Section 4.3 (No Liability), Section 5.1 (Fees) (solely with respect to any fees accrued and unpaid as of the date of termination), Section 5.2 (Expense Reimbursement) (solely with respect to expenses incurred on or prior

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given or made (i) when delivered by hand, (ii) one (1) Business Day after deposit with a nationally recognized overnight courier service (with tracking and proof of delivery), (iii) three (3) Business Days af

Section 8.2 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by all of the Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or privilege under this

Section 8.3 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Ohio (without giving effect to the principles of conflicts of law thereof that would require the application of the laws of another jurisdiction); provided, however, that matters relating to the Bankruptcy Case, the Bankruptcy Code, the Bid Procedures Order, the Sale Order

Section 8.4 — Jurisdiction. Each of the Parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States Bankruptcy Court for the Northern District of Ohio (and, to the extent that such court determines that it does not have jurisdiction over a particular matter, the United States District Court for the Northern District of Ohio) for the purposes of any action, suit, or procee

Section 8.5 — Entire Agreement. This Agreement, together with the APA and the exhibits and schedules hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, among the Parties relating to the subject matter hereof. No P

Section 8.6 — Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use comme

Section 8.7 — Assignment. No Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of each of the other Parties hereto, and any attempted assignment, delegation, or transfer in violation of this Section 8.7 shall be null and void and of no force or effect; provided, however, that Buyer may, without the consent of Seller or

Section 8.8 — Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Agreement or of signature pages by facsimile or electronic (.pdf) transmission shal

Section 8.9 — No Third-Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement;

Section 8.10 — Bankruptcy Court Approval. The Parties acknowledge and agree that, to the extent required by the Bankruptcy Code or by any order of the Bankruptcy Court, this Agreement and the transactions contemplated herein are subject to the review and approval of the Bankruptcy Court. The rights and obligations of Seller hereunder are expressly subject to the applicable provisions of the Bankruptcy Code (including