Extract to table

" RECITALS WHEREAS, the Company and the Purchasers have entered into or will concurrently enter into that certain Note Purchase Agreement, dated as of __, 2024 (the "Note Purchase Agreement"), pursuant to which the Purchasers will purchase convertible promissory notes of the Company (each, a "Note") in the aggregate principal amount of Sixty Million Dollars ($60,000,000); WHEREAS, the Note Purchase Agreement contemplates an Initial Closing at which an aggregate of Forty-Five Million Dollars ($45,000,000) will be funded, and one or more subsequent closings, including a Final Closing at which an aggregate of Fifteen Million Dollars ($15,000,000) will be funded; WHEREAS, the Parties desire to establish an escrow arrangement for the deposit, holding, and disbursement of the closing funds in connection with the transactions contemplated by the Note Purchase Agreement, in order to facilitate the orderly closing of such transactions and to provide assurance to all parties that the requisite funds are available; WHEREAS, the Escrow Agent has agreed to serve as escrow agent and to hold, invest, and disburse the Escrow Funds (as defined below) in accordance with the terms and conditions of this Agreement; and WHEREAS, the Parties desire to set forth the terms and conditions upon which the Escrow Agent shall hold, invest, and disburse the Escrow Funds

"Joint Written Instructions" means written instructions signed by an authorized representative of the Company and an authorized representative of the Majority Purchasers (or, where expressly required herein, all Purchasers), directing the Escrow Agent to release, disburse, or otherwise take action with respect to the Escrow Funds, which instructions shall be substantially in the form of Exhibit A hereto or in such other form as shall be acceptable to the Escrow Agent

2 thereof) that must be satisfied or waived prior to the release of Escrow Funds to the Company in connection with the applicable Closing Date

2 — Construction (a) Terms defined in the Note Purchase Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement

In the event of any conflict between a definition set forth in this Agreement and a definition set forth in the Note Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement

(c) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement