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and, to the extent there are not sufficient Escrow Shares in the Escrow Account, cash, if any, such that the amount and value of all Escrow Shares and cash remaining in the Escrow Account thereafter equals $50 million plus an amount equal to the amount of (i) all then pending Contested Claims and (ii) all Agreed Amounts that have not been satisfied and paid as of such date (the “ Reduced Escrow Amount ”). To the extent that there is any cash included in the Escrow Account, Seller may direct the Escrow Agent to substitute cash in lieu of Escrow Shares as the payment to Seller in order to reduce the amount of the Escrow Account to the Reduced Escrow Amount.


Election to Sell Escrow Shares by Seller.

The parties acknowledge that Seller, in its sole discretion, may determine to effect a sale of all or any portion of the Escrow Shares at any time, free and clear of any encumbrances by virtue of this Agreement, subject to the terms and conditions of the Stock Purchase Agreement and this Agreement. In the event that Seller provides written notice to the Escrow Agent and Buyer that it intends to effect such a sale of Escrow Shares, Buyer and Parent agree to reasonably cooperate with Seller and the Escrow Agent, and to take such further actions as are reasonably requested by Seller in order to effect the sale of the Escrow Shares directly from the Escrow Account by the Escrow Agent, on behalf of the Seller, subject to the restrictions set forth in Section 2.5 of the Stock Purchase Agreement. Seller shall have the sole right and obligation to negotiate the price and terms pursuant to which the Escrow Shares shall be sold. Following any such sale, for each Escrow Share so sold, (x) Escrow Agent shall release and pay to Seller an amount in cash equal to the excess of the per share net proceeds from such sale over the SBA Average Closing Price and deposit any remaining sales proceeds into the Escrow Account and, if applicable, (y) Seller agrees to deposit into the Escrow Account an amount in cash per Escrow Share sold equal to the excess of the SBA Average Closing Price over the per share net proceeds from such sale.


Investment of Escrow Amount.

Until such time as the entire Escrow Account being held by the Escrow Agent has been released, the Escrow Agent shall, as soon as reasonably possible, invest and reinvest any cash that may be included the Escrow Account from time to time in: (i) United States Treasury Bills with maturities not exceeding 26 weeks, (ii) short-term obligations in registered form (other than U.S. Treasury Bills) issued or guaranteed as to interest and principal by the government of the United States or any agency or instrumentality thereof, (iii) short-term non- agency mortgage-backed securities in registered form rated AAA (or the equivalent investment grade) by Standard & Poor’s Corporation or Aaa (or the equivalent investment grade) by Moody’s Investor Service, Inc., or (iv) short-term (less than 90 days) certificates of deposit issued by United States banks or trust companies having a combined capital and surplus of not less than $100,000,000. The Escrow Agent may make any and all investments permitted by this Section 6 through its own bond or investment department. The Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever the Escrow Agent shall be required to distribute all or any portion of Escrow Account in accordance with this Agreement.

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