Extract to table

00), shall be deposited with the Escrow Agent to secure the Company's indemnification obligations under Article IX of the Purchase Agreement; WHEREAS, the Escrow Agent has agreed to accept, hold, invest, and disburse the escrowed funds deposited with it in accordance with the terms and conditions set forth in 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

"Escrow Period" means the period commencing on the Closing Date and ending on September 5, 2026, being twelve (12) months following the Closing Date; provided, however, that with respect to any Pending Claims outstanding as of September 5, 2026, the Escrow Period shall be extended solely with respect to the Reserve Amounts attributable to such Pending Claims as set forth in Section 4

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import mean "including, without limitation," unless otherwise specified; (f) the word "or" is disjunctive but not necessarily exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation; (i) the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party; and (j) all section headings and captions in this Agreement are for convenience of reference only and shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning, or intent of the provisions of this Agreement

On the Closing Date, the Investor shall cause One Million Dollars ($1,000,000

00) of the aggregate purchase price shall be paid directly to the Company at the closing of the transactions contemplated by the Purchase Agreement

The Escrow Agent shall hold the Escrow Fund in a segregated escrow account established and maintained at Granite Trust Company, N