Pursuant to the terms of the Purchase Agreement, certain of the Selling Shareholders have agreed to indemnify Wave and its affiliates for liabilities arising out of the matters identified in the Purchase Agreement, subject to the limitations described in the Purchase Agreement. The Purchase Agreement also contains customary representations and warranties with respect to Safend, the Selling Shareholders and Wave. 600,723 shares of Class A Common Stock, representing $1,330,000 of the Total Consideration payable to the Selling Shareholders, will be held in escrow pursuant to the terms of an escrow agreement (the “Escrow Agreement”) by and among Wave, the Selling Shareholders and ESOP Management & Trust Company Ltd., as escrow agent. The shares of Class A Common Stock held in escrow will serve as a reserve for any payments by the Selling Shareholders in connection with (i) any post closing adjustment to the Total Consideration in respect of the actual amount of cash, debt, working capital and transaction expenses as of the Closing Date and (ii) to satisfy claims for indemnification by Wave pursuant to the Purchase Agreement. In accordance with the terms of the Escrow Agreement, two-thirds of the escrowed shares will be released to the Selling Shareholders 12 months after the Closing Date and the remainder will be released 18 months after the Closing Date (in each case, subject to reduction for any then pending claims).
The above content is my opinion.
