Contract analysis

Section 1.1 — Defined Terms Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by Law

Section 1.2 — Interpretation (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." (c) Words in the singular shall be deemed to include the plu

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 — Deposit of Escrow Amount On the Closing Date, concurrently with the consummation of the Merger, Parent shall cause to be deposited with the Escrow Agent, by wire transfer of immediately available funds in United States dollars, an amount equal to $[Insert escrow amount] (the "Escrow Amount"). Such wire transfer shall be made to the account designated by the Escrow Agent on Schedule A attached hereto and

Section 2.2 — Escrow Account (a) The Escrow Agent shall hold the Escrow Amount, and all interest, dividends, and other income earned thereon, in a segregated escrow account (the "Escrow Account") established and maintained by the Escrow Agent at its corporate trust office. The Escrow Agent shall not commingle the Escrow Fund with any other funds or assets held by or on deposit with the Escrow Agent, whether for its o

Section 2.3 — Purpose of Escrow (a) The Escrow Fund shall serve as the exclusive source of payment (subject to the limitations and qualifications set forth herein and in the Merger Agreement) for indemnification obligations of the Former Stockholders arising under [Insert Article reference] of the Merger Agreement with respect to Losses (as defined in the Merger Agreement) suffered or incurred by Parent, the Survivin

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.1 — Investment Direction (a) The Escrow Agent shall invest and reinvest the Escrow Fund (or any portion thereof) in Permitted Investments as directed in Joint Written Instructions delivered to the Escrow Agent from time to time during the Escrow Period. Any Joint Written Instructions directing an investment of the Escrow Fund must be received by the Escrow Agent at least [Insert number] Business Days prior

Section 3.2 — Permitted Investments The term "Permitted Investments" means any of the following: (a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within [Insert number] days of the date of acquisition thereof; (b) Shares of money market mutual

Section 3.3 — Default Investment In the absence of Joint Written Instructions directing the investment of the Escrow Fund (or any uninvested portion thereof), the Escrow Agent shall invest and reinvest the Escrow Fund in [Insert default money market fund or investment vehicle, e.g., "the [Name of Money Market Fund], CUSIP No. [Insert CUSIP], or such successor or replacement fund as the Escrow Agent may designate from

Section 3.4 — Tax Treatment of Investment Income (a) All interest, dividends, and other income earned on the Escrow Fund shall be allocated, for United States federal, state, and local income tax purposes, to the Former Stockholders (and shall be reported through the Stockholder Representative) in accordance with Section 6.1. The Parties intend that, for United States federal income tax purposes, the Escrow Amount sh

Section 3.5 — Risk of Loss The Escrow Agent shall not be liable for any depreciation in value of, or any loss on, any Permitted Investment, or for any loss resulting from the liquidation of any Permitted Investment prior to its maturity in order to make a disbursement required under this Agreement, except to the extent that any such loss is directly caused by the Escrow Agent's own gross negligence, willful misconduc

ARTICLE IV — DISBURSEMENT OF ESCROW FUND

Section 4.1 — Claims Against the Escrow Fund (a) Claim Notice. Parent may make a claim against the Escrow Fund by delivering to the Escrow Agent and the Stockholder Representative a written notice (a "Claim Notice") specifying in reasonable detail: (i) the nature and basis of the claim, including a description of the facts and circumstances giving rise to the claim; (ii) the specific representations, warranties, cove

Section 4.2 — Scheduled Releases (a) First Release. On the First Release Date (the date that is [Insert number] months following the Closing Date), the Escrow Agent shall release from the Escrow Fund to the Stockholder Representative (for distribution pro rata to the Former Stockholders in accordance with their respective Pro Rata Shares, as defined in the Merger Agreement) an amount (the "First Release Amount") equa

Section 4.3 — Disbursement Mechanics (a) All disbursements from the Escrow Fund shall be made by wire transfer of immediately available funds in United States dollars to the bank account(s) designated in writing by the applicable recipient (i.e., Parent or the Stockholder Representative, as the case may be). Each recipient shall provide the Escrow Agent with complete and accurate wire transfer instructions prior to a

Section 4.4 — No Setoff Neither Parent nor the Stockholder Representative shall have any right of setoff, recoupment, or counterclaim against the Escrow Fund or any portion thereof, except as expressly provided in this Agreement and the Merger Agreement. The Escrow Agent shall not honor any instruction to disburse funds from the Escrow Account that purports to exercise any right of setoff, recoupment, or counterclaim

Section 4.5 — R&W Insurance Policy Interplay (a) The Parties acknowledge and agree that the Escrow Fund shall constitute the first source of recovery for indemnification claims by Parent and the other Indemnified Persons under the Merger Agreement, and that the Escrow Fund retention under the R&W Insurance Policy is equal to the Escrow Amount. The R&W Insurance Policy provides coverage for Losses in excess of the ret

Section 5.1 — Duties and Responsibilities (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, and no implied duties, covenants, or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent acts solely as a stakeholder and depositary with respect to the Escrow Fund and shall have no fiduciary duty or other duty of loyalty to any Party

Section 5.2 — Reliance (a) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any notice, instruction, request, certificate, document, opinion, or other instrument or communication that it in good faith believes to be genuine and to have been signed, sent, or presented by the proper Party or Parties or by an authorized representative thereof as set forth on Schedule C her

Section 5.3 — Indemnification of Escrow Agent (a) Parent and the Stockholder Representative (the latter acting on behalf of the Former Stockholders) shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, claims, actions, suit

Section 5.4 — Compensation and Expenses (a) The Escrow Agent shall be entitled to reasonable compensation for its services as Escrow Agent under this Agreement as set forth on Schedule B attached hereto and incorporated herein by reference. (b) All fees and expenses of the Escrow Agent (including the fees and disbursements of its counsel) incurred in connection with the performance of its duties under this Agreement

Section 5.5 — Resignation and Removal (a) The Escrow Agent may resign from its duties and obligations under this Agreement at any time by giving not less than [Insert number] days' prior written notice of such resignation to Parent and the Stockholder Representative. (b) The Escrow Agent may be removed at any time, with or without cause, by Joint Written Instructions delivered to the Escrow Agent, effective upon not

Section 5.6 — Successor Escrow Agent Any successor escrow agent appointed in accordance with Section 5.5 shall execute and deliver to each of Parent and the Stockholder Representative a written instrument accepting such appointment and agreeing to be bound by the terms and conditions of this Agreement (or a counterpart or joinder hereto in form reasonably satisfactory to Parent and the Stockholder Representative), an

Section 5.7 — Interpleader In the event of any disagreement or dispute between or among the Parties (or any other person) regarding the disbursement, ownership, or disposition of the Escrow Fund or any portion thereof, or in the event that the Escrow Agent receives conflicting instructions from the Parties, the Escrow Agent shall be entitled, at its sole option, to (a) refuse to comply with any demands or instruction

Section 5.8 — Force Majeure The Escrow Agent shall not be liable for any delay or failure to perform any of its obligations under this Agreement if such delay or failure is caused by or results from events or circumstances beyond the Escrow Agent's reasonable control, including, without limitation, acts of God, fire, flood, earthquake, hurricane, or other natural disaster, epidemic or pandemic, war, invasion, hostili

Section 6.1 — Tax Reporting (a) The Escrow Agent shall report all interest, dividends, and other income earned on the Escrow Fund to the Internal Revenue Service (the "IRS") and to the applicable state and local taxing authorities under the tax identification number of the Escrow Account as provided in Section 2.2(c). The Escrow Agent shall timely prepare and file (or cause to be prepared and filed) all required IRS

Section 6.2 — Withholding (a) The Escrow Agent shall be entitled to deduct and withhold from any amount otherwise distributable or disbursable from the Escrow Fund such amounts as may be required to be deducted and withheld under any provision of federal, state, local, or foreign tax law or regulation. To the extent that amounts are so deducted and withheld and paid over to the appropriate taxing authority, such amou

Section 6.3 — Tax Indemnity Each Party receiving a disbursement from the Escrow Fund shall be solely responsible for the payment of any federal, state, local, or foreign taxes imposed on such Party with respect to such disbursement or with respect to any income earned on the Escrow Fund that is allocated to such Party for tax purposes. Neither the Escrow Agent nor any other Party shall have any liability for the tax

ARTICLE VII — DISPUTE RESOLUTION

Section 7.1 — Disputes Among Parent and Stockholder Representative (a) Any dispute, controversy, or claim arising between Parent and the Stockholder Representative regarding the validity, amount, or resolution of claims against the Escrow Fund, the calculation of release amounts, or any other matter arising under or in connection with this Agreement (other than disputes involving the Escrow Agent in its capacity as s

Section 7.2 — Escrow Agent's Role in Disputes The Escrow Agent shall have no obligation to resolve, mediate, or otherwise participate in the resolution of any dispute between Parent and the Stockholder Representative, and the Escrow Agent shall continue to hold the disputed portion of the Escrow Fund (without liability for any diminution in value thereof) until the earlier to occur of (a) receipt by the Escrow Agent

Section 8.1 — Termination This Agreement shall automatically terminate, without further action by any Party, upon the distribution of the entire Escrow Fund in accordance with the terms of this Agreement and the closure of the Escrow Account. Upon such termination, neither the Escrow Agent nor any other Party shall have any further rights, duties, obligations, or liabilities under this Agreement, except for those obl

Section 8.2 — Survival of Certain Provisions Notwithstanding the termination of this Agreement pursuant to Section 8.1, the following provisions shall survive the termination of this Agreement and shall remain in full force and effect thereafter: Section 5.3 (Indemnification of Escrow Agent), Section 5.4 (Compensation and Expenses), Article VI (Tax Matters), Section 7.2 (Escrow Agent's Role in Disputes) (solely with

Section 9.1 — Notices All notices, requests, demands, claims, consents, and other communications required or permitted to be given under this Agreement (collectively, "Notices") shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by a nationally recognized overnight courier service (with written confirmation of receipt), (c) sent

Section 9.2 — Amendments and Waivers (a) This Agreement may not be amended, modified, or supplemented except by a written instrument executed and delivered by each of Parent, the Stockholder Representative, and the Escrow Agent. No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by all Parties. (b) No waiver of any provision of this Agreement, or of any r

Section 9.3 — Assignment (a) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as provided in Section 9.3(b), no Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties, and any attempted assignment, delegation, o

Section 9.4 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of [Insert governing law state], without giving effect to any choice or conflict of law provision, rule, or principle (whether of the State of [Insert governing law state] or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than th

Section 9.5 — Jurisdiction; Venue (a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of [Insert state] sitting in [Insert county], and the United States District Court for the [Insert district] District of [Insert state], and any appellate court from any thereof, in any action, suit, or proceeding arising out of