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Contract analysis / escrow-funding-instructions-letter.docx
escrow-funding-instructions-letter.docx
High · 5
Medium · 0
Standard · 3
1. Introduction and Authority
High
⚑ Indemnity / guarantee obligation
1. Introduction and Authority This letter constitutes the joint written instruction of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), and Nathan Aldridge, in his capacity as Stockholder Representative (collectively, the "Instructing Parties"), to Garrison Trust Company, as Escrow Agent, pursuant to and in accordance with Section 2.1 of the Escrow Agreement dated as of July 22, 2025 (
2. Direction to Establish and Fund Escrow Account
High
⚑ Indemnity / guarantee obligation
2. Direction to Establish and Fund Escrow Account The Instructing Parties hereby jointly direct the Escrow Agent to establish the indemnification escrow account (the "Escrow Account") under Reference No. GT-ESC-2025-07223 in accordance with the terms and conditions of the Escrow Agreement. The Escrow Agent is directed to hold all funds deposited in the Escrow Account, together with all interest, earnings, and income
3. Wire Transfer Instructions for Deposit
Standard
⚑ Commercial term
3. Wire Transfer Instructions for Deposit The Escrow Amount of $133,000,000 shall be transmitted by federal funds wire transfer on the Closing Date (July 22, 2025) to the following account: The wire transfer of the Escrow Amount will originate pursuant to the funds flow closing mechanics established for the Merger. Specifically, the source of the deposit constitutes a portion of the aggregate merger consideration bei
4. Investment of Escrow Funds
Standard
⚑ Commercial term
4. Investment of Escrow Funds Pending disbursement in accordance with the terms of the Escrow Agreement, the Escrow Agent is hereby directed to invest and reinvest the Escrow Amount, together with all interest, earnings, and income thereon, in accordance with Section 3.1 of the Escrow Agreement. In the absence of further joint written instructions from the Instructing Parties to the contrary, and consistent with the
5. Escrow Release Schedule
High
⚑ Indemnity / guarantee obligation
5. Escrow Release Schedule The Instructing Parties hereby acknowledge and confirm the release schedule set forth in Sections 4.1 and 4.2 of the Escrow Agreement, which provides for the following scheduled releases of funds from the Escrow Account: (a) First Release (12-Month Release). On or about July 22, 2026 (the date that is twelve (12) months following the Closing Date), the Escrow Agent shall, upon receipt of a
6. Notices and Contact Information
6. Notices and Contact Information All notices, instructions, confirmations, and other communications to be delivered pursuant to this joint instruction letter and the Escrow Agreement shall be sent to the following addresses: Parent (Harrowgate Private Equity Fund IV LP): Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, DE 19801 Attention: Priya De
7. Confirmation and Acknowledgment Requests
Standard
⚑ Commercial term
7. Confirmation and Acknowledgment Requests The Escrow Agent is respectfully requested to acknowledge receipt of this joint instruction letter by executing the acknowledgment block set forth below and returning a fully executed copy to each of the Instructing Parties and their respective counsel at the addresses listed in Section 6 above, by electronic mail and overnight courier. In addition, the Escrow Agent is requ
8. General Provisions
High
⚑ Indemnity / guarantee obligation
8. General Provisions This joint instruction letter is delivered pursuant to, and is subject in all respects to, the terms and conditions of the Escrow Agreement. In the event of any conflict or inconsistency between the terms of this letter and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern and control in all respects. Nothing in this letter shall be deemed to amend, modify, supple
1. Executed copy of the Escrow Agreement dated as of July 22, 2025 (Reference No. GT-ESC-
1. Executed copy of the Escrow Agreement dated as of July 22, 2025 (Reference No. GT-ESC-2025-07223), among Harrowgate Private Equity Fund IV LP, the Stockholder Representative, and Garrison Trust Company.
2. Funds Flow Memorandum dated July 21, 2025, prepared by Calderwood & Harkness LLP (for
High
⚑ Indemnity / guarantee obligation
2. Funds Flow Memorandum dated July 21, 2025, prepared by Calderwood & Harkness LLP (for the Escrow Agent's reference in connection with the anticipated wire origination and timing of the deposit of the Escrow Amount on the Closing Date). This letter and the information contained herein are confidential and intended solely for the use of the addressee and the parties to the Escrow Agreement. Any unauthorized review,