Common use of Escrow Accounts Clause in Contracts

Escrow Accounts. (a) Upon execution of this Agreement, Buyer shall establish with JPMorgan Chase Bank (the "Earnest Money Escrow Agent"), an interes▇-▇▇▇▇▇ng joint order escrow account (the "Earnest Money Escrow Account"), in an am▇▇▇▇ ▇▇ual to $4,000,000 (the "Earnest Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ ▇▇▇▇ow agreement in the form attached hereto as Exhibit B-1 (the "Earnest Money Escrow Agreement"). Inter▇▇▇ ▇▇▇ruing on the Earnest Money shall become part of the E▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇ment. If Closing does occur, then Buyer and Seller shall cause the Earnest Money Escrow Agent to release th▇ ▇▇▇▇▇st Money to Seller by wire transfer ▇▇ ▇▇▇ediately available funds to such account as Seller shall designate in writing. If Closing does not occur, the Earnest Money shall be released as set f▇▇▇▇ ▇▇ Article XIII of this Agreement. (b) At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Indemnification Holdback Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Adj▇▇▇▇▇▇▇ Amount Escrow Account, in an amount equal to $750,000 (the "Indemnification Holdback"). The Indemnification Holdback shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-2 (the "Indemnification Holdback Escrow Agreement"). Interest on the Indemnification Holdback shall become part of the Indemnification Holdback for all purposes under this Agreement. The Indemnification Holdback shall be released as set forth in Article XII and Article XIII of this Agreement. (c) At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Adjustment Amount Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Ind▇▇▇▇▇▇▇ation Holdback Escrow Account, in an amount equal to $500,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-3 (the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 of this Agreement

Escrow Accounts. (a) Upon execution of this Agreement, Buyer shall establish with JPMorgan Chase Bank place an aggregate number of shares of Instinet Common Stock equal to the quotient of $60,000,000 divided by the Instinet Share Price determined as of the Closing Date (the "Earnest Money Indemnity Escrow AgentAmount")) into an escrow account, an interes▇-▇▇▇▇▇ng joint order such escrow account (the "Earnest Money Indemnification Escrow Account") to be maintained, subject to Sections 2.4(b), in 2.4(c) and 2.4(d), for a period of one (1) year to provide for the payment by Sellers of any amounts that become due under the indemnification provisions of this Agreement. Such escrow will be established pursuant to an am▇▇▇▇ ▇▇ual to $4,000,000 escrow agreement (the "Earnest MoneyEscrow Agreement")) among Buyer, which Earnest Money sha▇▇ ▇▇ ▇eld pursuant Sellers and a bank to ▇▇ ▇▇▇▇ow agreement in the form attached hereto be agreed upon by Buyer and Sellers as Exhibit B-1 escrow agent (the "Earnest Money Escrow AgreementAgent")) in a form agreed to by Buyer, Sellers and the Escrow Agent. Inter▇▇▇ ▇▇▇ruing on On the Earnest Money shall become part first anniversary of the E▇▇▇▇▇▇ Money Closing, any amounts in the Indemnification Escrow Account that have not been released to Buyer for all purposes the payment of such amounts as may be due under thi▇ ▇▇▇▇▇ment. If Closing does occur, then Buyer Section 9.2 and Seller shall cause the Earnest Money Escrow Agent are not subject to release th▇ ▇▇▇▇▇st Money to Seller by wire transfer ▇▇ ▇▇▇ediately available funds to such account as Seller shall designate in writing. If Closing does not occur, the Earnest Money pending indemnification claims shall be released as set f▇▇▇▇ ▇▇ Article XIII of this Agreementto Sellers. Any amounts in the Indemnification Escrow Account that are not so released pending an indemnification claim shall be released when the claim is resolved. (b) At Unless the Closing on purchase of the Closing DateHouston Interests is consummated at or prior to Closing, Buyer shall establish place in a subaccount of the Indemnification Escrow Account (or in a separate escrow account) pursuant to the Escrow Agreement an aggregate number of shares of Instinet Common Stock equal to the quotient of $10,000,000 divided by the Instinet Share Price determined as of the Closing Date (the "Houston Interests Escrow Amount"). The escrow referenced in this Section 2.4(b) shall be used to indemnify Buyer for any loss arising from the subject matter set forth in Section 5.7 and shall be maintained until the closing of the purchase of Houston Interests pursuant to Section 5.7. Buyer, Sellers and Young agree that the Houston Interests Escrow Amount (i) does not represent an acknowledgement on the part of any Party on the amount of any potential liability to the Trader Group and (ii) is substantially in excess of any such potential liability. Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to obtain up to the full amount of the Houston Interests Escrow Amount in order to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter of Section 5.7. Any portion of the Houston Interests Escrow Amount not subject to a pending indemnification claim shall be released to Sellers and Young based on their respective Pro Rata Portion of such Escrow Amount upon the earlier to occur of (i) the consummation of the acquisition of the Houston Interests pursuant to the Tag-Along Agreement or (ii) the lapse of all applicable statutes of limitations for any claim or potential claim under Section 5.7. (c) Buyer shall place in a subaccount of the Indemnification Escrow Account (or in a separate escrow account) pursuant to the Escrow Agreement an aggregate number of shares of Instinet Common Stock equal to the quotient of $4,500,000 divided by the Instinet Share Price determined as of the Closing Date (the "Contingency Escrow Amount"). The Contingency Escrow Amount shall be used to indemnify Buyer for any loss arising from the subject matter set forth in Section 5.10 of this Agreement. Buyer, Sellers and Young hereby agree and acknowledge that nothing in this Section 2.4(b) is or shall be deemed an admission or recognition by any Party of liability with respect to any claim or potential claim that may be brought against such Party with respect to the Earnest Money subject matter hereof. In addition, Buyer, Sellers and Young agree that the Contingency Escrow AgentAmount represents a substantial over- collateralization for any foreseeable liability arising out of the subject matter hereof. Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to obtain up to the full amount of the Contingency Escrow Amount in order to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter of Section 5.10. Any portion of the Contingency Escrow Amount not subject to a pending indemnification claim shall be released to Sellers and Young based on their respective Pro Rata Portion of such Escrow Amount upon the earliest to occur of (i) settlement of all claims arising pursuant to Section 5.10 or (ii) the lapse of all applicable statutes of limitations for any claim or potential claim under Section 5.10. (d) Buyer shall place an interest-aggregate number of shares of Instinet Common Stock equal to the quotient of $15,000,000 divided by the Instinet Share Price determined as of the Closing Date (the "Execution Escrow Amount") in escrow, such escrow to be maintained until sixty (60) days after the third anniversary of the Closing Date to provide for the payment of certain minimum commission amounts that will be owed under the Execution Agreement. Such escrow will be established pursuant to the Escrow Agreement. On a monthly basis (and for each month, in no event later than the 15th calendar day of the succeeding month), for every $1 million of Fees (as defined in the Execution Agreement) accrued under the Execution Agreement, that number of shares of Instinet Common Stock equal to the Execution Escrow Amount divided by thirty (30) shall be released to Burch, Jamail and Overunder. If Buyer or any of its Affiliates have ▇▇▇ ▇▇▇▇▇▇▇▇ joint order the minimum commission payments due under the Execution Agreement within 3 days of such amounts being due, Buyer shall be entitled to obtain payment of all or a portion of such amount from the Execution Escrow Amount. (e) On or after the Closing Date upon three Business Days' notice to Buyer: (i) any Seller may substitute an amount in cash for such Seller's Pro-Rata Portion of the shares of Instinet Common Stock then held in escrow account pursuant to Section 2.4(a) (or any portion thereof) equal to such Seller's Pro-Rata Portion of $50,000,000 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agreement; (ii) any Seller or Young may substitute an amount in cash for such Person's Pro-Rata Portion of the shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(b) (or any portion thereof) of $10,000,000 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agreement; (iii) any Seller or Young may substitute an amount in cash for such Person's Pro-Rata Portion of the shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(c) (or any portion thereof) equal to such Person's Pro-Rata Portion of $4,500,000 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agreement; and (iv) any of Burch, Jamail, Overunder and any other Person with an equity interest in the Proprietary Trading Business who has executed the Execution Agreement may substitute an amount in cash for such Person's allocated share of the shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(d) (or any portion thereof) equal to such Person's allocated share of $15,000,000 less amounts previously paid out pursuant to the provisions of Section 2.4(d) and the Escrow Agreement; it being agreed that for the purposes of this Section 2.4(e)(iv) the "Indemnification Holdback Escrow Account")allocated share" of each Burch, which account Jamail and Overunder shall be separate from the Earnest Money Escrow Account and the Adj▇as follows: Burch 17.6470%, ▇▇▇▇▇▇ Amount Escrow Account, in an amount equal to $750,000 (the "Indemnification Holdback"). The Indemnification Holdback shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-2 (the "Indemnification Holdback Escrow Agreement"). Interest on the Indemnification Holdback shall become part of the Indemnification Holdback for all purposes under this Agreement. The Indemnification Holdback shall be released as set forth in Article XII and Article XIII of this Agreement▇▇. (c) At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇% and Overunder 41.1765%, subjec▇ ▇▇ joint order escrow adjustment to take account of any other Person with an equity interest in the Proprietary Trading Business who has executed the Execution Agreement. If Burch, Jamail, Overunder or any other Person with an equity interest in the Proprietary Trading Business who has executed the Execution Agreement make a substitution as permitted by clause (iv) above, the "Adjustment Amount Escrow Account")amount released to Burch, which account Jamail, Overunder or such other Person in accordance with Section 2.4(c) in respect of each $1 million of Fees paid shall be separate from such Person's allocated share, as defined in clause (iii) above, of the Earnest Money amount equal to: (X) that number of shares of Instinet Common Stock equal to the (1) Execution Escrow Account and the Ind▇▇▇▇▇▇▇ation Holdback Escrow Account, in Amount less any shares substituted for under clause (iii) above divided by (2) 30 plus (Y) an amount in cash equal to $500,000 less (A) the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement number of shares released in accordance with clause (X) multiplied by (B) the form attached hereto Instinet Share Price determined as Exhibit B-3 (the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 of this AgreementClosing Date.

Escrow Accounts. (a) Upon execution of this Agreement, Buyer shall establish with JPMorgan Chase Bank The Escrow Agent will hold (a) the "Earnest Money Indemnity Escrow Agent"), Amount in an interes▇-▇▇▇▇▇ng joint order escrow account (the "Earnest Money “Indemnity Escrow Account")”) to be used in connection with (i) the funding of any shortfall in the Working Capital Escrow Account under the purchase price adjustment described in Sections 2.8 and 2.9, if applicable, (ii) the reimbursement obligations pursuant to Section 6.16(b) and (iii) the indemnification obligations set forth in Article VIII, and described in an am▇▇▇▇ ▇▇ual to $4,000,000 (the "Earnest Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ ▇▇▇▇ow escrow agreement in substantially the form attached hereto as Exhibit B-1 E, with such modifications as may be requested by the Escrow Agent so long as such modifications are reasonably acceptable to each of Parent and the Securityholder Representative (the "Earnest Money “Escrow Agreement"”), and (b) the Working Capital Escrow Amount in an escrow account used in connection with the purchase price adjustment described in Sections 2.8 and 2.9 (the “Working Capital Escrow Account”, together with the Indemnity Escrow Account, the “Escrow Accounts”) and described in the Escrow Agreement. Inter▇▇▇ ▇▇▇ruing on the Earnest Money shall become part The portion of the E▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇ment. If Closing does occurEscrow Amounts delivered to, then Buyer and Seller shall cause held by, the Earnest Money Escrow Agent on behalf of each Securityholder shall be determined in accordance such Securityholder’s Pro Rata Percentage. In the event that Backstop Securities are contributed to the Indemnity Escrow Account in accordance with Section 2.1(c)(iv), at any time the Securityholder Representative may (on behalf of the Backstop Investors), at its option, contribute cash to the Indemnity Escrow Account and, upon receipt of such cash by the Escrow Agent, the Escrow Agent shall release th▇ ▇▇▇▇▇st Money to Seller by wire transfer ▇▇ ▇▇▇ediately available funds the Backstop Investors Backstop Securities representing an aggregate Face Amount equal to such account as Seller shall designate in writingcontributed cash. If Closing does not occur, the Earnest Money The Escrow Amounts shall be retained and released as set f▇▇▇▇ ▇▇ Article XIII by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. (b) At any time when Backstop Securities are held in the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Indemnification Holdback Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Adj▇▇▇▇▇▇▇ Amount Indemnity Escrow Account, the Securityholder Representative may vote the Backstop Securities in an amount equal any matter submitted to $750,000 a vote of the holders of the applicable class of Backstop Securities and subject to the terms and conditions of the Certificate of Designations governing the Backstop Securities, convert the Backstop Securities into shares of Parent’s common stock (the "Indemnification Holdback"“Parent Common Escrow Shares”) and/or arrange for the sale of the Parent Common Escrow Shares or Backstop Securities as permitted by applicable law and the terms and conditions of the Backstop Securities Agreement and Backstop Registration Rights Agreement (the “Backstop Securities Sale”). The Indemnification Holdback In such case, at, and subject to the consummation of, the closing of the Backstop Securities Sale, Parent shall, contemporaneously with the closing of any Backstop Securities Sale, subject to the deposit of the proceeds into the Indemnity Escrow Account pursuant to the proviso below, reissue the Parent Common Escrow Shares or Backstop Securities, as applicable, to the purchaser of such shares; provided, however, that no such sale shall be held permitted pursuant to an this Agreement if the proceeds from such Backstop Securities Sale paid into the Indemnity Escrow Account after giving effect to the payment of such proceeds into escrow agreement the amount (based on the aggregate Face Amount and accumulated but unpaid dividends on any Backstop Securities and the amount of any cash then held in the form attached hereto as Exhibit B-2 Indemnity Escrow Account) then held in the Indemnity Escrow Account would be less than (x) $22,500,000 minus (y) the "Indemnification Holdback amount of any previous distributions out of the Indemnity Escrow Agreement")Account. Interest In the event that any payment of proceeds from such Backstop Securities Sale are in excess of the aggregate Face Amount plus any accumulated but unpaid dividends on the Indemnification Holdback shall become part sold Backstop Securities (or, in the case of the Indemnification Holdback for all purposes under this Agreement. The Indemnification Holdback sale of Parent Common Escrow Shares, the aggregate Face Amount plus any accumulated but unpaid dividends on the Backstop Securities that were converted into such Parent Common Escrow Shares) the amount of such excess shall be released as set forth paid by the purchaser to the Backstop Investors in Article XII accordance with their Backstop Securities Percentages and Article XIII of this Agreement. (c) At not deposited into the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Adjustment Amount Indemnity Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Ind▇▇▇▇▇▇▇ation Holdback Escrow Account, in an amount equal to $500,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-3 (the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 of this Agreement.

Escrow Accounts. (aA) Upon execution of this AgreementIndemnity Escrow. From the Purchase Price, Buyer $162,500.00 shall establish with JPMorgan Chase Bank (the "Earnest Money Escrow Agent"), be placed in an interes▇-▇▇▇▇▇ng joint order interest earning escrow account (the "Earnest Money Escrow AccountIndemnity Escrow"), accruing for the benefit of Seller, for a period of twenty-four (24) months beginning from the Closing Date as defined below. Said amount plus accrued interest thereon shall secure Seller's indemnification obligations under the Agreement. Any amount due to Buyer for indemnification obligations in an am▇▇▇▇ ▇▇ual to $4,000,000 (the "Earnest Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ ▇▇▇▇ow agreement in the form attached hereto as Exhibit B-1 (the "Earnest Money Escrow Agreement"). Inter▇▇▇ ▇▇▇ruing on the Earnest Money shall become part excess of the E▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇ment. If Closing does occur, then Buyer and Seller shall cause the Earnest Money Indemnity Escrow Agent to release th▇ ▇▇▇▇▇st Money to Seller by wire transfer ▇▇ ▇▇▇ediately available funds to such account as Seller shall designate in writing. If Closing does not occur, the Earnest Money shall be released as set f▇▇▇▇ ▇▇ Article XIII promptly paid at the end of this Agreement. the twenty-four (b24) At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Indemnification Holdback Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Adj▇▇▇▇▇▇▇ Amount Escrow Account, in an amount equal to $750,000 (the "Indemnification Holdback")month period. The Indemnification Holdback shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-2 (the "Indemnification Holdback Escrow Agreement"). Interest on the Indemnification Holdback shall become part of the Indemnification Holdback for all purposes under this Agreement. The Indemnification Holdback shall be released as set forth in Article XII and Article XIII of this Agreement. (c) At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Adjustment Amount Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Ind▇▇▇▇▇▇▇ation Holdback Escrow Account, in an amount equal to $500,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Indemnity Escrow shall be held pursuant to an escrow agreement and disbursed by the Escrow Agent in accordance with the terms of Section 13 hereof and the Escrow Agreement, which shall provide that fifty percent (50%) of the balance remaining in the form attached hereto as Exhibit B-3 Indemnity Escrow will be disbursed to Seller eighteen (18) months after Closing, with the remaining balance in the Indemnity Escrow disbursed to Seller at the end of the twenty-four (24) month period. (B) Inventory Escrow. From the Purchase Price, $135,000 shall be placed in a separate interest earning escrow (the "Adjustment Amount Escrow AgreementInventory Escrow")) account, accruing for the benefit of Seller for a period of twenty-four (24) months beginning from the Closing Date as defined below. Interest on Said amount plus accrued interest thereon shall secure Seller's representation that the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreementnon-Dover Inventory is saleable within such 24-month period. The Adjustment Amount Inventory Escrow shall be released as set forth held and disbursed by the Escrow Agent in accordance with the terms of Section 3.4 of this 3 hereof and the Escrow Agreement.

Escrow Accounts. (a) Upon execution of this AgreementOn the Closing Date, Buyer shall establish deposit, or cause to be deposited, with JPMorgan Chase Bank the Escrow Agent, by wire transfer of immediately-available funds, to the bank account set forth in Exhibit A hereto (the "Earnest Money “Purchase Price Escrow Agent"Account”), an interes▇-▇▇▇▇▇ng joint order escrow account amount in cash equal to [three million dollars ($3,000,000)] (together with investment income earned thereon pursuant to the "Earnest Money terms hereof, the “Purchase Price Escrow Amount”). The Purchase Price Escrow Amount shall be held by Escrow Agent pursuant to the terms hereof as the source of payment in respect of Sellers’ obligations, if any, for any adjustments to Purchase Price due to Buyer pursuant to Section 2.6(g) of the Purchase Agreement. The Escrow Agent agrees to accept delivery of the Purchase Price Escrow Amount and to hold the Purchase Price Escrow Amount in the Purchase Price Escrow Account"), in an am▇▇▇▇ ▇▇ual subject to $4,000,000 (the "Earnest Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ ▇▇▇▇ow agreement in the form attached hereto as Exhibit B-1 (the "Earnest Money Escrow Agreement"). Inter▇▇▇ ▇▇▇ruing on the Earnest Money shall become part of the E▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇ment. If Closing does occur, then Buyer terms and Seller shall cause the Earnest Money Escrow Agent to release th▇ ▇▇▇▇▇st Money to Seller by wire transfer ▇▇ ▇▇▇ediately available funds to such account as Seller shall designate in writing. If Closing does not occur, the Earnest Money shall be released as set f▇▇▇▇ ▇▇ Article XIII conditions of this Agreement. (b) At the Closing on On the Closing Date, Buyer Parent shall establish deposit, or cause to be deposited, with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow to the securities account set forth in Exhibit B hereto (the "“Indemnification Holdback Escrow Account"), which account shall be separate from ” and together with the Earnest Money Escrow Account and the Adj▇▇▇▇▇▇▇ Amount Purchase Price Escrow Account, in the “Escrow Accounts”) [—] shares of Parent Common Stock (the “Escrow Shares”) (which shall have an amount aggregate deemed value (the “Initial Escrow Amount”) at such time equal to $750,000 [—]) based on the SBA Average Closing Price), as the same shall be subject to reduction on the six-month anniversary of the Closing pursuant to this Agreement (together with any additional Escrow Shares deposited pursuant to Section 10(a) of this Agreement or, to the "extent any cash is deposited pursuant to Section 5 of this Agreement, any investment income earned thereon pursuant to the terms hereof the “Indemnification Holdback"Escrow Amount” and together with the Purchase Price Escrow Amount, the “Escrow Amounts”). The Indemnification Holdback Escrow Shares and any cash deposited pursuant to Section 5 of this Agreement shall be held by Escrow Agent pursuant to an escrow agreement the terms hereof as the sole source of payment in respect of Sellers’ indemnification obligations, if any, set forth in Section 10.2(a) of the Purchase Agreement. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares in the form attached hereto Indemnification Escrow Account, subject to the terms and conditions of this Agreement. Except as Exhibit B-2 (the "Indemnification Holdback Escrow Agreement"). Interest on the Indemnification Holdback shall become part of the Indemnification Holdback otherwise expressly specified, for all purposes under of this Agreement. The Indemnification Holdback Agreement each Escrow Share shall be released deemed to have a value equal to the SBA Average Closing Price (as set forth in Article XII and Article XIII adjusted for stock splits (including reverse stock splits), combinations of this Agreementshares, reclassifications of outstanding shares, recapitalizations or similar transactions). (c) At The Escrow Amounts will be segregated from other assets of the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Adjustment Amount Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Ind▇▇▇▇▇▇▇ation Holdback Escrow Account, in an amount equal to $500,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant Agent agrees to an escrow agreement in hold and administer the form attached hereto as Exhibit B-3 (Escrow Amounts subject to the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 terms of this Agreement.

Escrow Accounts. (a) a. Upon execution of this Agreement, Buyer shall establish with JPMorgan Chase Bank (the "Earnest E▇▇▇▇▇▇ Money Escrow Agent"), an interes▇interest-▇▇▇▇▇ng bearing joint order escrow account (the "Earnest E▇▇▇▇▇▇ Money Escrow Account"), in an am▇▇▇▇ ▇▇ual amount equal to $4,000,000 (the "Earnest E▇▇▇▇▇▇ Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ E▇▇▇▇ow ▇▇ Money shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-1 (the "Earnest E▇▇▇▇▇▇ Money Escrow Agreement"). InterInterest accruing on the E▇▇▇▇▇▇ ▇▇▇ruing on the Earnest Money shall become part of the E▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇mentthis Agreement. If Closing does occur, then Buyer and Seller shall cause the Earnest E▇▇▇▇▇▇ Money Escrow Agent to release th▇ the E▇▇▇▇▇st ▇ Money to Seller by wire transfer ▇▇ ▇▇▇ediately of immediately available funds to such account as Seller shall designate in writing. If Closing does not occur, the Earnest E▇▇▇▇▇▇ Money shall be released as set f▇▇▇▇ ▇▇ Article XIII forth in Section 13 of this Agreement. (b) b. At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇E▇▇▇▇▇▇ Money Escrow Agent, an interest-bearing joint order escrow account (the "Indemnification Holdback Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Adj▇E▇▇▇▇▇▇ Money Escrow Account and the Adjustment Amount Escrow Account, in an amount equal to $750,000 1,500,000 (the "Indemnification Holdback"). The Indemnification Holdback shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-2 (the "Indemnification Holdback Escrow Agreement"). Interest on the Indemnification Holdback shall become part of the Indemnification Holdback for all purposes under this Agreement. The Indemnification Holdback shall be released as set forth in Article XII Sections 12 and Article XIII 13 of this Agreement. (c) c. At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇E▇▇▇▇▇▇ Money Escrow Agent, an interest-bearing joint order escrow account (the "Adjustment Amount Escrow Account"), which account shall be separate from the Earnest E▇▇▇▇▇▇ Money Escrow Account and the Ind▇▇▇▇▇▇▇ation Indemnification Holdback Escrow Account, in an amount equal to $500,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-3 (the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 of this Agreement

Escrow Accounts. (a) Upon execution of this Agreement, Buyer Buyers shall establish with JPMorgan Chase ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank (the "Earnest ▇▇▇▇▇▇▇ Money Escrow Agent"), an interes▇interest-▇▇▇▇▇ng bearing joint order escrow account (the "Earnest ▇▇▇▇▇▇▇ Money Escrow Account")) and, in an amwithin one business day after the date of this Agreement, Buyers shall deposit with the ▇▇▇▇▇▇▇ ▇▇ual Money Escrow Agent an amount in cash equal to $4,000,000 1,500,000 (the "Earnest ▇▇▇▇▇▇▇ Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ ▇▇▇▇ow ▇▇▇ Money shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-1 (the "Earnest ▇▇▇▇▇▇▇ Money Escrow Agreement"). InterInterest accruing on the ▇▇▇▇▇▇▇ ▇▇▇ruing on the Earnest Money shall become part of the E▇▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇mentthis Agreement. If Closing does occur, then Buyer Buyers and Seller Sellers shall cause the Earnest ▇▇▇▇▇▇▇ Money Escrow Agent to release th▇ the ▇▇▇▇▇st ▇▇ Money to Seller Sellers by wire transfer ▇▇ ▇▇▇ediately of immediately available funds to such account account(s) as Seller Sellers shall designate in writing, which ▇▇▇▇▇▇▇ Money will thereupon be applied toward the cash portion of the Purchase Price. If Closing does not occur, the Earnest ▇▇▇▇▇▇▇ Money shall be released as set f▇▇▇▇ ▇▇ Article XIII forth in Section 13.3 of this Agreement. (b) At the Closing on the Closing Date, Buyer Buyers shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ Money Escrow Agent, an interest-bearing joint order escrow account (the "Indemnification Holdback Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Adj▇▇▇▇▇▇▇ Amount Money Escrow Account and the Adjustment Escrow Account, in an amount equal to $750,000 500,000 (the "Indemnification Holdback"). The Indemnification Holdback shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-2 (the "Indemnification Holdback Escrow Agreement"). Interest on the Indemnification Holdback shall become part of the Indemnification Holdback for all purposes under this Agreement. The Indemnification Holdback shall be released as set forth in Article XII and Article XIII Section 12.5 of this Agreement. (c) At the Closing on the Closing Date, Buyer Buyers shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ Money Escrow Agent, an interest-bearing joint order escrow account (the "Adjustment Amount Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Ind▇▇▇▇▇▇▇ation ▇ Money Escrow Account and the Indemnification Holdback Escrow Account, in an amount equal to $500,000 300,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-3 (the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 of this Agreement.

Escrow Accounts. (a) a. Upon execution of this Agreement, Buyer shall establish with JPMorgan Chase Bank (the "Earnest ▇▇▇▇▇▇▇ Money Escrow Agent"), an interes▇interest-▇▇▇▇▇ng bearing joint order escrow account (the "Earnest ▇▇▇▇▇▇▇ Money Escrow Account"), ) in an amamount equal to $4,725,000 (the "▇▇▇▇▇▇▇ ▇▇ual to $4,000,000 (the "Earnest Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ ▇▇▇▇ow ▇▇▇ Money shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-1 D (the "Earnest ▇▇▇▇▇▇▇ Money Escrow Agreement"). InterInterest accruing on the ▇▇▇▇▇▇▇ ▇▇▇ruing on the Earnest Money shall become part of the E▇▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇mentthis Agreement. If Closing does occur, then Buyer and Seller shall cause the Earnest ▇▇▇▇▇▇▇ Money Escrow Agent to release th▇ the ▇▇▇▇▇st ▇▇ Money to Seller by wire transfer ▇▇ ▇▇▇ediately of immediately available funds to such account as Seller shall designate in writingwriting as set forth in Section 3.3. If Closing does not occur, the Earnest ▇▇▇▇▇▇▇ Money shall be released as set f▇▇▇▇ ▇▇ Article XIII forth in Section 13 of this Agreement. (b) b. At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ Money Escrow Agent, an interest-bearing joint order escrow account (the "Cure Escrow Account"), which account shall be separate from the ▇▇▇▇▇▇▇ Money Escrow Account, the Indemnification Holdback Escrow Account and the Adjustment Amount Escrow Account, in an amount equal to $3,514,124.49, which amount shall be adjusted from time to time to reflect changes to Exhibit B made pursuant to Section 2.2 of this Agreement (the "Cure Amount Escrow"). The Cure Amount Escrow shall be held pursuant to an escrow agreement in the form attached as Exhibit E hereto (the "Cure Amount Escrow Agreement"). The Cure Escrow Account shall be used by Seller solely for Seller's satisfaction of the Cure Amounts for which it is responsible pursuant to this Agreement. Cure Amounts shall be paid directly out of the Cure Escrow Account in accordance with the terms of the Cure Amount Escrow Agreement. Interest accruing on the Cure Amount shall become part of the Cure Amount for all purposes under this Agreement. Any amount remaining in the Cure Escrow Account after payment by Seller of all Cure Amounts shall be released to Seller upon Seller's certification to Buyer that all Cure Amounts for which Seller is responsible pursuant to this Agreement have been paid by Seller. For the sake of clarity, examples are set forth on Exhibit G, Examples 3.1(b). c. At the Closing on the Closing Date, Buyer shall establish with the ▇▇▇▇▇▇▇ Money Escrow Agent, an interest-bearing joint order escrow account (the "Indemnification Holdback Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Adj▇▇▇▇▇▇▇ Money Escrow Account, the Cure Escrow Account and the Adjustment Amount Escrow Account, in an amount equal to $750,000 10,000,000 (the "Indemnification Holdback"). The Indemnification Holdback shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-2 F (the "Indemnification Holdback Escrow Agreement"). Interest on the Indemnification Holdback shall become part of the Indemnification Holdback for all purposes under this Agreement. The Indemnification Holdback shall be released as set forth in Article XII Sections 12 and Article XIII 13 of this Agreement. (c) d. At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ Money Escrow Agent, an interest-bearing joint order escrow account (the "Adjustment Amount Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Ind▇▇▇▇▇▇▇ation ▇ Money Escrow Account, the Cure Escrow Account and the Indemnification Holdback Escrow Account, in an amount equal to $500,000 5,000,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-3 H (the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 of this Agreement.

Escrow Accounts. (a) Upon execution the closing date of this Agreementthe Bonds, Buyer the University and the Finance Authority agree that the Proceeds shall establish with JPMorgan Chase Bank (be disbursed as follows upon receipt by the "Earnest Money Escrow Agent"), an interes▇-▇▇▇▇▇ng joint order escrow account (Finance Authority of a Requisition for the "Earnest Money Escrow Account"), in an am▇▇▇▇ ▇▇ual to $4,000,000 (principal amount of the "Earnest Money"), which Earnest Money sha▇▇ ▇▇ ▇eld pursuant to ▇▇ ▇▇▇▇ow agreement Bonds; The University shall submit a Requisition substantially in the form attached hereto as Exhibit B-1 “A” to the Trustee through the Finance Authority directing the Trustee to transfer a portion of the Proceeds from the Program Account established in accordance with Sections _______ of the Indenture to a "Capital Projects Escrow Account" hereby created and maintained by the Escrow Agent pursuant to this Escrow Agreement in which such University funds will be held for the sole benefit and use of the University for the Project as provided in the resolution authorizing the Bonds adopted by the Board on July 9, 2021 (the "Earnest Money Escrow Agreement"). Inter▇▇▇ ▇▇▇ruing on the Earnest Money shall become part of the E▇▇▇▇▇▇ Money for all purposes under thi▇ ▇▇▇▇▇ment. If Closing does occur, then Buyer and Seller shall cause the Earnest Money Escrow Agent to release th▇ ▇▇▇▇▇st Money to Seller by wire transfer ▇▇ ▇▇▇ediately available funds to such account as Seller shall designate in writing. If Closing does not occur, the Earnest Money shall be released as set f▇▇▇▇ ▇▇ Article XIII of this Agreement. (b) At the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Indemnification Holdback Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Adj▇▇▇▇▇▇▇ Amount Escrow Account, in an amount equal to $750,000 (the "Indemnification HoldbackENMU Bond Resolution"). The Indemnification Holdback Finance Authority shall transfer a portion of the Proceeds from the Debt Service Reserve Account established in accordance with Sections _____ of the Indenture to a "Reserve Escrow Account" hereby created and maintained by the Escrow Agent pursuant to this Escrow Agreement in which the University’s funds will be held for the sole benefit and use of the University as provided in the ENMU Bond Resolution. Once deposited in the respective Escrow Accounts identified in Section 1.a above, the Proceeds shall not be commingled with any other proceeds or funds held by the Trustee for any other purpose, including any purpose under the Indenture, nor shall the Proceeds deposited in the Escrow Accounts be commingled, provided, however, that nothing in this Escrow Agreement shall prohibit the Escrow Agent from investing the Proceeds held in the Capital Projects Escrow Account together with other proceeds or funds held in capital projects escrow accounts. The Escrow Accounts shall not be subject to warrants, drafts or checks drawn by the University or the Finance Authority but shall be disbursed solely as set out in Sections 5 through 7 of this Escrow Agreement. The Escrow Agent shall provide to the Finance Authority and the Finance Authority shall provide to the University an accounting of the Proceeds held pursuant to an escrow agreement on behalf of the University in the form attached hereto Escrow Accounts upon request. The Proceeds received by the Escrow Agent under this Escrow Agreement shall be University funds, but shall not be considered as Exhibit B-2 (a banking deposit by the "Indemnification Holdback University, and the Escrow Agent shall have no right to title with respect thereto except as Escrow Agent under the terms of this Escrow Agreement"). Interest on The Escrow Agent shall be subject to all state and federal law requirements governing the Indemnification Holdback shall become deposit of the Proceeds received from the issuance and sale of taxable bonds. The Finance Authority warrants and the University agrees that the Escrow Accounts are not part of the Indemnification Holdback for all purposes under this AgreementTrust Estate defined in and subject to the Indenture and are not subject to any lien or security interest created by the Indenture. The Indemnification Holdback shall be released as Notwithstanding such agreement, the University expressly acknowledges and agrees that its use of the moneys held in the Escrow Accounts is subject to the requirements and restrictions set forth in Article XII and Article XIII Sections _______ through ______ of this Agreement. the Indenture (cother than Section 5.2(c) At with respect to the Closing on the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent, an interest-▇▇▇▇▇▇▇ joint order escrow account (the "Adjustment Amount Reserve Escrow Account"), which account shall be separate from the Earnest Money Escrow Account and the Ind▇▇▇▇▇▇▇ation Holdback Escrow Account, in an amount equal to $500,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit B-3 (the "Adjustment Amount Escrow Agreement"). Interest on the Adjustment Amount Escrow shall become part of the Adjustment Amount Escrow for all purposes under this Agreement. The Adjustment Amount Escrow shall be released as set forth in Section 3.4 of this Agreement.