Extract to table

Voss (collectively, the "Seller Principals"), pursuant to which Buyer is acquiring substantially all of the assets comprising the ProShield Industrial Coatings product line (the "Business") from Seller for a base purchase price of Eighteen Million Dollars ($18,000,000) (the "Purchase Price"), consisting of (i) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in cash payable at the Closing (as defined herein), (ii) Two Million Dollars ($2,000,000) to be deposited in escrow in accordance with the terms and conditions set forth herein (the "Escrow Amount"), and (iii) contingent earnout consideration of up to Three Million Five Hundred Thousand Dollars ($3,500,000), payable in accordance with the terms and conditions of the APA; WHEREAS (B), the APA requires, as a condition to the consummation of the transactions contemplated thereby, that the Escrow Amount of Two Million Dollars ($2,000,000) be deposited with the Escrow Agent at the Closing to secure certain indemnification obligations of Seller and the Seller Principals under Article IX of the APA, and the parties desire to set forth the terms and conditions upon which the Escrow Amount shall be held, invested, and disbursed; WHEREAS (C), Pinnacle Trust Company has agreed to serve as Escrow Agent hereunder and to hold, invest, and distribute the Escrow Amount in accordance with the terms and conditions set forth in this Agreement; and WHEREAS (D), capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the APA

The target Closing Date is January 16, 2023; the actual Closing Date shall be determined upon the occurrence of the Closing in accordance with the terms and conditions of the APA

This engagement shall be identified and tracked under Reference No

Escrow Agent agrees to hold, invest, and disburse the Escrow Amount solely in accordance with the terms and conditions of this Agreement

Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein, and no implied duties or obligations shall be read into this Agreement

The Escrow Amount represents a portion of the Purchase Price payable by Buyer to Seller under the APA and shall be held, invested, and disbursed by Escrow Agent solely in accordance with the terms and conditions of this Agreement