ESCROW AGREEMENT
Good-Faith Deposit
dated as of
March 30, 2022
among
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation ("Buyer")
MERIDIAN PRECISION COMPONENTS, INC., an Ohio corporation, Debtor and Debtor-in-Possession ("Seller")
and
GRANITE TRUST & ESCROW CO., an Ohio corporation ("Escrow Agent")
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is entered into as of March 30, 2022, by and among:
VANTAGE MOBILITY SYSTEMS CORP., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1800 Butterworth Avenue SW, Grand Rapids, Michigan 49534 (the "Buyer" or "VMS");
MERIDIAN PRECISION COMPONENTS, INC., a corporation duly organized and existing under the laws of the State of Ohio, with its principal offices located at 4500 Industrial Parkway, Elyria, Ohio 44035, as debtor and debtor-in-possession in the Bankruptcy Case (as defined below) (the "Seller" or the "Debtor"); and
GRANITE TRUST & ESCROW CO., a corporation duly organized and existing under the laws of the State of Ohio, with offices at 201 Superior Avenue, Suite 600, Cleveland, Ohio 44114 (the "Escrow Agent").
Each of the foregoing is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. On February 14, 2022, Meridian Precision Components, Inc. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Ohio, and the case is pending before the Honorable Janet L. Grasso under Case No. 22-50318-JLG (the "Bankruptcy Case"). The Debtor continues to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code;
B. Buyer and Seller have entered into that certain Asset Purchase Agreement dated as of March 30, 2022 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "APA"), pursuant to which Buyer has agreed to purchase substantially all of the assets of Seller (the "Acquired Assets") in a sale to be conducted under Section 363 of the Bankruptcy Code for a total purchase price of Sixty-Three Million Five Hundred Thousand Dollars ($63,500,000) (the "Purchase Price"), subject to the terms and conditions set forth therein;
C. Pursuant to Section 3.2 of the APA, as a condition to Buyer's obligations thereunder and as evidence of Buyer's good faith in connection with the proposed acquisition, Buyer is required to deposit in escrow a good-faith deposit in the amount of Three Million One Hundred Seventy-Five Thousand Dollars ($3,175,000) (the "Deposit"), representing five percent (5.0%) of the Purchase Price;
D. Buyer, Seller, and Escrow Agent desire to enter into this Agreement to set forth the terms, conditions, and procedures governing the deposit, custody, investment, and release of the Deposit and all interest and earnings accrued thereon;
E. The APA provides for certain bid protections in favor of Buyer, including (i) a break-up fee in the amount of One Million Nine Hundred Five Thousand Dollars ($1,905,000), representing three percent (3.0%) of the Purchase Price (the "Break-Up Fee"), and (ii) an expense reimbursement in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the "Expense Reimbursement"), for an aggregate amount of Two Million Six Hundred Fifty-Five Thousand Dollars ($2,655,000) in total bid protections (representing approximately 4.18% of the Purchase Price), in each case subject to approval of the Bankruptcy Court, and the disbursement of the Deposit may be made in connection with such bid protections as more fully set forth herein; and
F. Buyer's financial sponsor, Ridgepoint Capital Partners, LP, a Delaware limited partnership ("Ridgepoint"), has committed to fund the Deposit and the equity portion of the Purchase Price in connection with the transactions contemplated by the APA, and Ridgepoint's role in supporting Buyer's obligations is acknowledged by the Parties.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE I — DEFINITIONS
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, restated, or otherwise modified from time to time in accordance with its terms.
"Bankruptcy Case" means the case styled In re Meridian Precision Components, Inc., Case No. 22-50318-JLG, pending in the United States Bankruptcy Court for the Northern District of Ohio before the Honorable Janet L. Grasso.
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as in effect from time to time.
"Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Ohio, or such other court as may exercise jurisdiction over the Bankruptcy Case, including, where applicable, the United States District Court for the Northern District of Ohio sitting in its appellate capacity.
"Break-Up Fee" means One Million Nine Hundred Five Thousand Dollars ($1,905,000), being three percent (3.0%) of the Purchase Price, payable to Buyer pursuant to Section 8.3(b) of the APA and as approved by the Bankruptcy Court in the Bid Procedures Order.
"Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in Cleveland, Ohio are authorized or required by applicable law, regulation, or executive order to be closed.
"Closing" has the meaning ascribed to such term in the APA and generally refers to the consummation of the sale of substantially all of the Acquired Assets of Seller to Buyer (or any permitted assignee of Buyer) pursuant to Section 363 of the Bankruptcy Code and the terms and conditions of the APA.
"Closing Date" means the date on which the Closing actually occurs pursuant to the terms of the APA.
"Deposit" means the sum of Three Million One Hundred Seventy-Five Thousand Dollars ($3,175,000), representing five percent (5.0%) of the Purchase Price of Sixty-Three Million Five Hundred Thousand Dollars ($63,500,000), to be deposited by Buyer with Escrow Agent pursuant to Section 2.1 of this Agreement.
"Escrow Account" means the segregated interest-bearing escrow account established and maintained by Escrow Agent at a federally insured depository institution pursuant to Article II of this Agreement.
"Escrow Agent" means Granite Trust & Escrow Co., an Ohio corporation, or any successor escrow agent appointed in accordance with Section 4.5 or Section 4.6 of this Agreement.
"Escrow Funds" means the Deposit together with all interest, earnings, dividends, and other income of any kind earned or accrued thereon, as the same may exist from time to time.
"Expense Reimbursement" means an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) in documented, reasonable, and actual out-of-pocket expenses incurred by Buyer in connection with the negotiation, execution, and performance of the APA and the transactions contemplated thereby, reimbursable to Buyer pursuant to Section 8.3(c) of the APA and as approved by the Bankruptcy Court in the Bid Procedures Order.
"Joint Written Direction" means a written instruction executed by a duly authorized representative of each of Buyer and Seller, directing Escrow Agent to release, disburse, or take any other specified action with respect to all or any portion of the Escrow Funds, substantially in the form attached hereto as Exhibit C.
"Purchase Price" means Sixty-Three Million Five Hundred Thousand Dollars ($63,500,000), as set forth in Section 3.1 of the APA.
"Sale Order" means the order entered by the Bankruptcy Court approving the sale of the Acquired Assets to Buyer (or to a Successful Bidder, as defined in the APA) pursuant to Sections 363(b) and 363(f) of the Bankruptcy Code, free and clear of all liens, claims, interests, and encumbrances (other than Permitted Encumbrances, as defined in the APA), in form and substance reasonably acceptable to Buyer and Seller.
"Termination Outside Date" means December 31, 2022, or such later date as may be mutually agreed in writing by Buyer and Seller pursuant to Section 10.1(d) of the APA.
"Total Bid Protections" means the sum of the Break-Up Fee and the Expense Reimbursement, totaling Two Million Six Hundred Fifty-Five Thousand Dollars ($2,655,000) in the aggregate, representing approximately 4.18% of the Purchase Price.
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 Agreement; (d) the word "including" means "including, without limitation"; (e) references to Articles, Sections, Exhibits, and Schedules are references to Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise specified; (f) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (g) the headings and table of contents contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and (h) capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the APA. In the event of any conflict between the terms of this Agreement and the terms of the APA, the terms of the APA shall control as between Buyer and Seller; provided, however, that Escrow Agent shall act solely in accordance with the terms of this Agreement.
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 Million One Hundred Seventy-Five Thousand Dollars ($3,175,000). Upon receipt of such funds, Escrow Agent shall promptly, and in any event within one (1) Business Day of receipt, provide written confirmation of receipt to each of Buyer and Seller (at the respective addresses set forth in Section 8.1) specifying the date and amount of the funds received. In the event that Buyer fails to deposit the Deposit within the time period specified in this Section 2.1, Escrow Agent shall promptly notify Seller in writing of such failure. The failure of Buyer to timely fund the Deposit shall not relieve Escrow Agent of any of its obligations under this Agreement to the extent Escrow Funds are subsequently received.
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 account of its affiliates, or for the account of any other person or entity. Escrow Agent shall maintain accurate and complete books and records with respect to the Escrow Account and shall make such books and records available for inspection and copying by Buyer and Seller (or their authorized representatives) upon reasonable notice during normal business hours. The Escrow Account shall at all times be maintained at a depository institution whose deposits are insured by the Federal Deposit Insurance Corporation ("FDIC"), and Escrow Agent shall use commercially reasonable efforts to maximize FDIC coverage applicable to the Escrow Funds.
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 savings institutions with total consolidated assets in excess of One Billion Dollars ($1,000,000,000);
(b) direct obligations of the United States of America (including United States Treasury bills, notes, and bonds), or obligations the full and timely payment of principal and interest on which are unconditionally guaranteed by the United States of America, in each case maturing within ninety (90) days of the date of investment; or
(c) money market funds that (i) are rated in the highest applicable rating category by at least one nationally recognized statistical rating organization and (ii) invest exclusively in obligations described in clause (b) above.
All interest, dividends, and other income earned on the Deposit shall be added to and become a part of the Escrow Funds and shall be held, invested, and disbursed in accordance with the terms of this Agreement. Buyer shall bear all risk of loss with respect to any decline in the value of the Escrow Funds resulting from investments made in accordance with Buyer's written investment instructions. Escrow Agent shall not be liable for any loss of principal or interest, or any diminution in value, resulting from investments made in compliance with this Section 2.3. In the event that Escrow Agent does not receive timely written investment instructions from Buyer, Escrow Agent shall invest the Escrow Funds in the investment described in clause (a) above, and Escrow Agent shall have no liability for any loss resulting from such default investment. Escrow Agent shall not be required to sell any investment prior to maturity to effectuate any disbursement under Article III; provided, however, that if the liquidation of any investment is necessary to effectuate a timely disbursement, Escrow Agent shall liquidate such investment as promptly as practicable.
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 actually distributed to Buyer during the applicable tax year. Buyer shall provide Escrow Agent with a properly completed and executed Internal Revenue Service Form W-9 (or any successor form), together with any other documentation or certification reasonably requested by Escrow Agent, upon execution of this Agreement and at any time thereafter upon Escrow Agent's reasonable request. Escrow Agent shall report all such income to the Internal Revenue Service and any applicable state taxing authority on IRS Form 1099 (or other applicable form) under Buyer's taxpayer identification number. Escrow Agent shall have no obligation to prepare or file any tax return on behalf of any Party, and the Parties shall be solely responsible for any tax obligations arising with respect to the Escrow Funds. In the event that the Internal Revenue Service or any state taxing authority determines that income on the Escrow Funds should be allocated to a party other than Buyer, the Parties shall cooperate in good faith to take such corrective actions as may be necessary.
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 accounts as Seller may direct in writing, which may include, without limitation, accounts designated for the satisfaction of obligations owed under Seller's debtor-in-possession credit facility with Great Lakes Industrial Credit Corp. or for the payment of other administrative expense claims, priority claims, or secured claims as directed by Seller or ordered by the Bankruptcy Court). The Deposit so released to Seller shall be credited against the cash-at-closing portion of the Purchase Price, which cash component is Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000), as more fully set forth in Section 3.1(a) of the APA.
(b) All interest, earnings, and other income accrued on the Deposit through the date of disbursement shall be released and disbursed to Buyer, by wire transfer of immediately available funds to the account designated by Buyer in Exhibit B hereto (or to such other account as Buyer may designate in writing to Escrow Agent).
(c) The releases and disbursements described in clauses (a) and (b) above shall be made by Escrow Agent promptly, and in any event within three (3) Business Days, following receipt by Escrow Agent of (i) a Joint Written Direction from Buyer and Seller, substantially in the form of Exhibit C hereto, certifying that the Closing has occurred pursuant to the terms of the APA, and (ii) a true, correct, and complete copy of the Sale Order entered by the Bankruptcy Court authorizing and approving the sale of the Acquired Assets to Buyer. Escrow Agent shall be entitled to rely conclusively on such Joint Written Direction and Sale Order and shall have no obligation to independently verify that the Closing has in fact occurred.
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 pursuant to Section 10.1(d) of the APA upon the occurrence of the Termination Outside Date of December 31, 2022 without the Closing having occurred (and such failure to close is not primarily caused by Buyer's breach of the APA), then the entire Escrow Funds, including the Deposit and all accrued interest, earnings, and other income thereon, shall be released and returned to Buyer. Such release shall be made by Escrow Agent promptly, and in any event within five (5) Business Days, following receipt by Escrow Agent of:
(a) a written notice from Buyer, addressed to Escrow Agent at the address set forth in Section 8.1, certifying that the APA has been validly terminated by Buyer in accordance with its terms, specifying with reasonable particularity the applicable termination provision of the APA upon which such termination is based; and
(b) a true, correct, and complete copy of the written termination notice delivered by Buyer to Seller pursuant to the applicable termination provision of the APA.
Simultaneously with its receipt of Buyer's release request, Escrow Agent shall provide a copy of such request (together with all accompanying documentation) to Seller at the address set forth in Section 8.1. Seller shall have ten (10) Business Days following Seller's receipt of such copy to deliver a written objection to Escrow Agent (with a concurrent copy to Buyer) setting forth with reasonable specificity the basis for Seller's objection. If Seller does not deliver a timely written objection within such ten (10) Business Day period, Escrow Agent shall release the Escrow Funds to Buyer in accordance with this Section 3.2, and Escrow Agent shall be entitled to conclusively presume that Seller does not dispute Buyer's entitlement to the Escrow Funds. If Seller delivers a timely written objection within such ten (10) Business Day period, the disputed Escrow Funds shall continue to be held by Escrow Agent and the dispute resolution procedures set forth in Section 3.6 of this Agreement shall apply.
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 Agent shall disburse from the Escrow Funds to Buyer the following amounts:
(a) The Break-Up Fee in the amount of One Million Nine Hundred Five Thousand Dollars ($1,905,000); and/or
(b) The Expense Reimbursement in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000), upon receipt by Escrow Agent of either (x) copies of documented expense invoices or other reasonable supporting documentation evidencing the out-of-pocket expenses incurred by Buyer, or (y) a written certification from a duly authorized officer of Buyer, under penalty of perjury, setting forth the aggregate amount of documented expenses incurred by Buyer and certifying that such expenses are reimbursable under the terms of the APA;
in each case, such disbursement shall be made upon receipt by Escrow Agent of either (i) a Joint Written Direction from Buyer and Seller, or (ii) a true, correct, and certified copy of an order of the Bankruptcy Court directing such payment. The aggregate amount of all disbursements to Buyer under this Section 3.3 shall not exceed Two Million Six Hundred Fifty-Five Thousand Dollars ($2,655,000), representing the Total Bid Protections. Any remaining Escrow Funds following such disbursement (including any Deposit amounts in excess of the Total Bid Protections and all accrued interest, earnings, and other income thereon) shall continue to be held by Escrow Agent in the Escrow Account pending receipt of a further Joint Written Direction, a certified copy of a Bankruptcy Court order directing disbursement, or resolution of any dispute in accordance with Section 3.6.
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 Seller upon receipt by Escrow Agent of:
(a) a Joint Written Direction from Buyer and Seller directing the release of all or a specified portion of the Escrow Funds to Seller; or
(b) a true, correct, and certified copy of a final order of the Bankruptcy Court directing the release of the Deposit (or a specified portion thereof) to Seller, which order has not been stayed and is no longer subject to appeal or reconsideration (or, if subject to appeal, has not been stayed pending such appeal).
The Parties acknowledge and agree that the Debtor's rights under this Section 3.4 are subject to, and shall be exercised in accordance with, the applicable provisions of the Bankruptcy Code and all orders of the Bankruptcy Court entered in the Bankruptcy Case, including any orders relating to the administration of the Debtor's estate, the distribution of proceeds of the Deposit, and the relative priorities of claims against the Debtor's estate. Escrow Agent shall not be required to determine the validity or enforceability of any claim of breach or default by either Party and shall be entitled to rely conclusively on the Joint Written Direction or Bankruptcy Court order received pursuant to this Section 3.4.
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 the Expense Reimbursement in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000), in each case to the extent payable to Buyer under the terms of the APA and as approved by the Bankruptcy Court in the Bid Procedures Order and the Break-Up Fee Approval Order; and
(b) Second, the balance of the Escrow Funds (including the remainder of the Deposit, if any, and all accrued interest, earnings, and other income thereon) shall be returned to Buyer by wire transfer of immediately available funds to the account designated by Buyer in Exhibit B hereto (or to such other account as Buyer may designate in writing to Escrow Agent).
The disbursements described in this Section 3.5 shall be made by Escrow Agent promptly, and in any event within five (5) Business Days, following receipt by Escrow Agent of a Joint Written Direction from Buyer and Seller or a true, correct, and certified copy of an order of the Bankruptcy Court directing such disbursement. In the event the aggregate Break-Up Fee and Expense Reimbursement payable to Buyer exceeds the Escrow Funds then held by Escrow Agent, Escrow Agent shall disburse the entire Escrow Funds to Buyer, and the remainder of any amounts owed to Buyer shall be the obligation of Seller pursuant to the APA and as approved by the Bankruptcy Court.
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 with Section 2.3, until Escrow Agent receives (i) a Joint Written Direction from Buyer and Seller resolving the dispute and directing the disbursement of the disputed Escrow Funds, (ii) a final, non-appealable order of the Bankruptcy Court directing the disbursement or other disposition of the disputed Escrow Funds, or (iii) a final, non-appealable judgment or order of a court of competent jurisdiction directing the disbursement or other disposition of the disputed Escrow Funds. Escrow Agent shall not be required to determine whether any order or judgment is, in fact, final and non-appealable, and shall be entitled to rely on a written certification from counsel for the prevailing Party that such order or judgment is final and non-appealable.
(b) Escrow Agent may, in its sole discretion (but shall not be required to), at any time file an interpleader action and deposit the disputed Escrow Funds into the registry of the Bankruptcy Court, and, upon such deposit, Escrow Agent shall thereupon be released and discharged from all further liability and obligations with respect to such deposited funds, except for any liability arising from Escrow Agent's own willful misconduct or gross negligence occurring prior to such deposit. The costs and expenses incurred by Escrow Agent in connection with any such interpleader action, including reasonable attorneys' fees and court costs, shall be borne by the Parties in accordance with Section 5.3 of this Agreement (or as otherwise directed by the Bankruptcy Court).
(c) Each of the Parties hereby irrevocably consents to the exclusive jurisdiction of the Bankruptcy Court (and, to the extent the Bankruptcy Court lacks jurisdiction, the United States District Court for the Northern District of Ohio) for purposes of resolving any dispute arising under or in connection with this Agreement, including any dispute as to the disbursement, release, or disposition of the Escrow Funds.
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 shall provide Escrow Agent with updated wire transfer instructions, if applicable, not less than two (2) Business Days prior to any anticipated disbursement. Escrow Agent shall provide written notice (which may be delivered by email to the email addresses set forth in Section 8.1) to all Parties of any disbursement made under this Agreement within two (2) Business Days following the date of such disbursement, specifying the amount disbursed, the recipient, and the date of disbursement. Escrow Agent shall not be liable for any delay or failure in effecting a wire transfer caused by the acts or omissions of any intermediary bank, the Federal Reserve wire transfer system, or any force majeure event.
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 expressly provided herein. Escrow Agent shall act in accordance with written instructions received pursuant to this Agreement and shall not be required to interpret or construe the terms or provisions of the APA, the Bid Procedures Order, the Sale Order, or any other order of the Bankruptcy Court, except to the extent expressly provided herein. In the event of any ambiguity or uncertainty as to the duties or obligations of Escrow Agent under this Agreement, Escrow Agent shall be entitled to refrain from taking any action until such ambiguity or uncertainty is resolved to Escrow Agent's reasonable satisfaction by a Joint Written Direction, an order of the Bankruptcy Court, or an opinion of counsel.
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 an authorized representative thereof. Without limiting the generality of the foregoing, Escrow Agent shall be entitled to rely on the signatures appearing on any Joint Written Direction, and Escrow Agent shall have no obligation to verify the identity or authority of any person signing such direction beyond confirming that the signature appears to correspond to the name of an authorized signatory of the applicable Party. Escrow Agent shall not be liable for any action taken or omitted in reliance upon any forged, fraudulent, or unauthorized notice, instruction, or other document, provided that Escrow Agent acted in good faith and without actual knowledge of such forgery, fraud, or lack of authorization.
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 Agent be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including lost profits, loss of business, or diminution in value, regardless of whether Escrow Agent was advised of the possibility of such damages. Escrow Agent shall not be responsible for and shall have no liability with respect to the sufficiency, correctness, genuineness, or validity of the form, execution, or content of any document, instrument, notice, or certificate deposited with or delivered to Escrow Agent, or for any description, recital, or statement contained therein, or for any action or inaction taken by any other Party hereto or any third party. Escrow Agent shall have no liability arising from any delay in the performance of its duties hereunder caused by force majeure events, including acts of God, war, terrorism, civil disturbance, pandemic, government action, labor disputes, failures of utilities or telecommunications, or other events beyond the reasonable control of Escrow Agent.
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 constitute full and complete authorization and protection for any action taken, suffered, or omitted by Escrow Agent in good faith and in accordance with such advice or opinion. The reasonable fees and expenses of such legal counsel shall be reimbursable by Buyer and Seller in accordance with Section 5.2 and Section 5.3 of this Agreement.
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 specified, on the thirtieth (30th) day following Buyer's and Seller's receipt of such notice.
(b) Removal. Buyer and Seller may jointly remove Escrow Agent at any time, with or without cause, by giving not less than thirty (30) days' prior written notice to Escrow Agent at the address set forth in Section 8.1.
(c) Transfer of Escrow Funds. Upon the effective date of any resignation or removal under this Section, Escrow Agent shall transfer and deliver the Escrow Funds, together with all records, documents, and instruments relating thereto that are in Escrow Agent's possession, to a successor escrow agent designated jointly in writing by Buyer and Seller. If no successor escrow agent is so designated within thirty (30) days following the Resignation Effective Date or the date of removal, as applicable, Escrow Agent may, at its election, (i) petition the Bankruptcy Court for the appointment of a successor escrow agent, or (ii) deposit the Escrow Funds into the registry of the Bankruptcy Court. Upon the transfer of the Escrow Funds to a successor escrow agent or the deposit of the Escrow Funds into the registry of the Bankruptcy Court, as applicable, Escrow Agent shall be fully discharged and released from all further duties, obligations, and liability under this Agreement, except for any liability arising from Escrow Agent's own willful misconduct or gross negligence occurring prior to such transfer or deposit.
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 insured by the FDIC. Such successor escrow agent shall execute and deliver to the Parties a written instrument accepting its appointment and agreeing to be bound by the terms of this Agreement as if originally named as Escrow Agent herein. Upon such acceptance, the successor escrow agent shall have all of the rights, powers, duties, and obligations of Escrow Agent under this Agreement, and all references herein to "Escrow Agent" shall be deemed to refer to such successor escrow agent.
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. Escrow Agent's fees shall be payable upon the dates and in the amounts specified in Exhibit A, and any fees remaining unpaid for more than thirty (30) days following the date on which such fees become due shall accrue interest at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) until paid in full. The obligations of Buyer under this Section 5.1 shall survive the termination of this Agreement.
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 with any dispute, litigation, or interpleader action involving the Escrow Funds or arising out of or relating to this Agreement. Escrow Agent shall provide Buyer with an itemized invoice for any such expenses, and Buyer shall pay such invoice within thirty (30) days following receipt thereof. Such expenses shall not be deducted from, set off against, or charged to the Escrow Funds without the prior written consent of both Buyer and Seller.
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 reasonable attorneys' fees and disbursements) of every kind and nature (collectively, "Losses") arising out of or in connection with this Agreement or the performance of Escrow Agent's duties hereunder, or by reason of Escrow Agent's status as escrow agent hereunder, except to the extent that such Losses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have been directly caused by the willful misconduct or gross negligence of Escrow Agent. The indemnification obligations set forth in this Section 5.3 shall survive the resignation, removal, or replacement of Escrow Agent and the termination of this Agreement. As between Buyer and Seller, each shall bear one-half (50%) of any indemnification obligation under this Section 5.3, unless otherwise agreed in writing or ordered by the Bankruptcy Court; provided, however, that the foregoing allocation as between Buyer and Seller shall not affect the joint and several nature of such obligation as to Escrow Agent.
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 its business as currently conducted.
(b) Authority. Buyer has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance by Buyer of this Agreement have been duly authorized by all necessary corporate action on the part of Buyer, and no additional corporate proceedings on the part of Buyer are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(c) Binding Obligation. This Agreement has been duly executed and delivered by Buyer, and, assuming the due authorization, execution, and delivery hereof by each of Seller and Escrow Agent, constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) No Conflicts. The execution, delivery, and performance by Buyer of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of Buyer's certificate of incorporation, bylaws, or other organizational documents, (ii) violate, conflict with, or result in a breach or default under any agreement, contract, instrument, or obligation to which Buyer is a party or by which Buyer or any of its assets or properties is bound, including, without limitation, Buyer's existing credit facility with Lakeshore Commercial Lending, Inc., or (iii) violate any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority having jurisdiction over Buyer.
(e) No Required Consents. No consent, approval, authorization, order, license, permit, or action of, or filing or registration with, any person, entity, governmental authority, or regulatory body is required for the execution and delivery by Buyer of this Agreement or the performance by Buyer of its obligations hereunder, other than (i) any required approvals of the Bankruptcy Court, and (ii) such consents, approvals, authorizations, orders, licenses, permits, actions, filings, or registrations the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations hereunder.
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 corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.
(b) Authority. Subject to applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court (including, without limitation, any order required to authorize the entry into this Agreement), Seller has the corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance by Seller of this Agreement have been duly authorized by all necessary corporate action on the part of Seller, and no additional corporate proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement, subject to Bankruptcy Court approval where applicable.
(c) Binding Obligation. This Agreement has been duly executed and delivered by Seller, and, assuming the due authorization, execution, and delivery hereof by each of Buyer and Escrow Agent, constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, (ii) general principles of equity, and (iii) approval of the Bankruptcy Court where applicable.
(d) No Conflicts. The execution, delivery, and performance by Seller of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of Seller's articles of incorporation, bylaws, or other organizational documents, or (ii) violate, conflict with, or result in a breach or default under any order of the Bankruptcy Court entered in Case No. 22-50318-JLG, including any cash management order, any order authorizing the use of cash collateral, or the order approving the DIP credit facility with Great Lakes Industrial Credit Corp.
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, including the business of serving as an escrow agent.
(b) Authority. Escrow Agent has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and to act as escrow agent hereunder. The execution, delivery, and performance by Escrow Agent of this Agreement have been duly authorized by all necessary corporate action on the part of Escrow Agent, and no additional corporate proceedings on the part of Escrow Agent are necessary to authorize the execution and delivery of this Agreement or the performance by Escrow Agent of its obligations hereunder.
(c) Binding Obligation. This Agreement has been duly executed and delivered by Escrow Agent, and, assuming the due authorization, execution, and delivery hereof by each of Buyer and Seller, constitutes the legal, valid, and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
ARTICLE VII — TERMINATION
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 Bankruptcy Court in accordance with Section 3.6(b) or Section 4.5(c) of this Agreement; or
(c) the entry of a final, non-appealable order of the Bankruptcy Court terminating this Agreement.
Upon termination, Escrow Agent shall be discharged from all further duties and obligations under this Agreement, except as provided in Section 7.2.
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 to the date of termination or in connection with events occurring prior to the date of termination), and Section 5.3 (Indemnification of Escrow Agent). The survival of such provisions shall not be limited in duration except as may be provided by applicable statutes of limitation.
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 after being mailed by certified or registered mail, return receipt requested, postage prepaid, or (iv) when sent by email (with electronic confirmation of receipt), in each case addressed to the applicable Party as follows (or to such other address as such Party may designate in writing from time to time in accordance with this Section 8.1):
If to Buyer:
Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, Michigan 49534
Attention: Diana Rozhenko, Chief Financial Officer
Email: d.rozhenko@vantagemobility.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022
Attention: Nathaniel Bower, Esq.
Email: nbower@calderwoodharkness.com
If to Seller:
Meridian Precision Components, Inc. 4500 Industrial Parkway Elyria, Ohio 44035
Attention: Brenda Wisnicki, Chief Executive Officer
Email: b.wisnicki@meridianprecision.com
with a copy to (which shall not constitute notice):
Hargrove Tillinghast LLP 127 Public Square, Suite 2400 Cleveland, Ohio 44114
Attention: Marcus Tillinghast, Esq.
Email: mtillinghast@hargrovetillinghast.com
If to Escrow Agent:
Granite Trust & Escrow Co. 201 Superior Avenue, Suite 600 Cleveland, Ohio 44114
Attention: Escrow Department
Email: escrow@granitetrust.com
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 Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies of the Parties under this Agreement are cumulative and not exclusive of any rights or remedies that any Party may otherwise have at law or in equity.
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, and any other orders of the Bankruptcy Court, and the rights and obligations of the Debtor as debtor-in-possession, shall be governed by the Bankruptcy Code and applicable federal law.
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 proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue in such courts, and irrevocably and unconditionally waives and agrees not to plead or claim that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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 Party has relied on any representations or warranties in entering into this Agreement other than those expressly set forth herein and in the APA.
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 commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by the invalid, void, or unenforceable term, provision, covenant, or condition.
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 Escrow Agent, assign its rights (but not its obligations) under this Agreement to (a) any direct or indirect wholly owned subsidiary or affiliate of Buyer, or (b) any entity designated by Ridgepoint Capital Partners, LP, as the acquisition vehicle for the transactions contemplated by the APA; provided, further, that no such assignment shall relieve Buyer of any of its obligations or liabilities under this Agreement. Any permitted assignee shall execute and deliver to Escrow Agent and Seller a written instrument reasonably satisfactory to Escrow Agent and Seller agreeing to be bound by the terms of this Agreement applicable to Buyer.
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 shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of an original signature page for all purposes. No Party shall raise the use of facsimile or electronic (.pdf) transmission to deliver a signature, or the fact that any signature or agreement was transmitted or communicated through facsimile or electronic (.pdf) transmission, as a defense to the formation or enforceability of a contract.
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; provided, however, that nothing in this Agreement shall be construed to prejudice, impair, or limit the rights of (a) Great Lakes Industrial Credit Corp., in its capacity as pre-petition secured lender and administrative agent under the DIP credit facility, (b) the Official Committee of Unsecured Creditors appointed in the Bankruptcy Case, or (c) the United States Trustee for the Northern District of Ohio, in each case to the extent that such rights arise under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, or any order of the Bankruptcy Court entered in the Bankruptcy Case.
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, without limitation, Sections 363, 365, 503, and 507 thereof) and all orders entered by the Bankruptcy Court in the Bankruptcy Case, including, without limitation, any order approving the DIP credit facility, any cash collateral order, the Bid Procedures Order, and the Sale Order. In the event of any conflict between the terms of this Agreement and any order of the Bankruptcy Court, the terms of such order shall control. Nothing in this Agreement shall be construed to limit the power or authority of the Bankruptcy Court to approve or disapprove this Agreement or any transaction contemplated hereby, or to enter any order that the Bankruptcy Court deems appropriate under the circumstances.
[Remainder of page intentionally left blank; signature pages follow.]
SIGNATURE PAGE TO ESCROW AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
BUYER:
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation
By: ________
Name: Gerald Hartsfield
Title: Chief Executive Officer
Date: March 30, 2022
SIGNATURE PAGE TO ESCROW AGREEMENT
SELLER:
MERIDIAN PRECISION COMPONENTS, INC., an Ohio corporation, Debtor and Debtor-in-Possession
By: ________
Name: Brenda Wisnicki
Title: Chief Executive Officer
Date: March 30, 2022