Extract to table

" RECITALS WHEREAS, Purchaser and Seller have entered into that certain Asset Purchase Agreement dated as of April 2, 2024 (as it may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Purchaser is acquiring substantially all of the assets of Seller for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000); WHEREAS, the Purchase Agreement provides for the deposit of Sixty-Two Million Dollars ($62,000,000), representing ten percent (10%) of the base purchase price, into escrow (the "Escrow Amount") to secure certain indemnification obligations of Seller under Article IX of the Purchase Agreement; WHEREAS, the Purchase Agreement contemplates the release of the Escrow Amount in two tranches, with the first tranche scheduled for release on the twelve (12)-month anniversary of the Closing Date and the second tranche scheduled for release on the eighteen (18)-month anniversary of the Closing Date, each subject to reduction for Pending Claims or resolved indemnification claims; WHEREAS, the Parties desire to set forth the terms and conditions governing the establishment, maintenance, investment, and release of the Escrow Amount in accordance with the Purchase Agreement; WHEREAS, Commonwealth Trust & Escrow Company has agreed to serve as Escrow Agent upon the terms and conditions set forth herein; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: Section 1

"Claim Notice" means a written notice from Purchaser to Seller and Escrow Agent specifying an indemnification claim under the Purchase Agreement, which notice shall include the information required by Section 4

For the avoidance of doubt, no portion of the Escrow Fund shall be available to satisfy any obligation arising under or in connection with the Earnout

"Escrow Period" means the period commencing on the Closing Date and ending on the date on which the entire Escrow Fund (including any Reserved Amount) has been distributed in accordance with the terms of this Agreement, at which point this Agreement shall terminate in accordance with Section 4

"Losses" shall have the meaning ascribed to such term in Section 9