Extract to table

3(b) of the MIPA, Buyer is required to deposit, or cause to be deposited, at the Closing (as defined in the MIPA) an amount equal to Seventy-Two Million Dollars ($72,000,000) (the "Escrow Amount"), representing fifteen percent (15%) of the enterprise value, with Escrow Agent to secure Seller's indemnification obligations under Article IX of the MIPA; WHEREAS, Escrow Agent has agreed to act as escrow agent and to hold, invest, and disburse the Escrow Amount in accordance with the terms and conditions set forth in this Agreement; WHEREAS, Escrow Agent has established a segregated escrow account designated as GT-ESC-2024-11150048 (the "Escrow Account") for the purpose of holding the Escrow Amount and all Investment Earnings thereon; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the MIPA

As used in this Agreement, the following terms shall have the meanings set forth below: "Buyer" means Ridgeline Publishing Acquisition Corp

"De Minimis Threshold" means Two Hundred Fifty Thousand Dollars ($250,000) per individual claim, being the minimum amount of Losses that must be alleged with respect to any single claim in order for such claim to be asserted against the Escrow Funds, as provided in Section 9

Once aggregate indemnifiable Losses properly asserted by Buyer under the MIPA exceed the Tipping Basket amount, Buyer shall be entitled to recovery from dollar one (i

(b) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders

(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation