Extract to table

5%) of the Purchase Price, to secure the payment obligations arising from the working capital true-up adjustment contemplated by Article II of the Purchase Agreement; WHEREAS, the Parties desire to establish the terms, conditions, and procedures under which the Escrow Agent will hold, invest, and disburse the Purchase Price Adjustment Escrow Amount and all earnings thereon in accordance with this Agreement; WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance with the terms and conditions of this Agreement; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement

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

For the avoidance of doubt, a claim shall be deemed an Agreed Claim upon the expiration of the Objection Period if no Notice of Dispute has been received by the Escrow Agent prior to such expiration

3 "Closing Net Working Capital" shall have the meaning ascribed to such term in Section 2

5(a) of the Purchase Agreement, and shall be calculated in accordance with the principles, policies, methodologies, and procedures set forth on Schedule 2

9 "Final Determination" shall have the meaning set forth in Section 3