Laserfiche WebLink
4 <br />BMDV-54329\2647927.2 <br /> <br />than November 30, 2022. In connection therewith, Buyer and Seller hereby agree to execute and <br />deliver a Put Option Agreement and Joint Escrow Instructions in form and substance substantially <br />similar to that attached hereto as Exhibit A (the “Put Option Agreement”). If Buyer timely elects <br />to require the Put Option, delivery of the executed Put Option Agreement upon Closing shall be a <br />Buyer’s Condition Precedent. <br /> <br />6. Escrowed Purchase Price. In the event that the Put Option Agreement is duly <br />executed and delivered by the Parties and Close of Escrow occurs, the Parties acknowledge and <br />agree that the Purchase Price shall be held by Escrow Holder to be disbursed in accordance with <br />the instructions set forth in the Put Option Agreement. <br />7. Counterparts; Electronic Transmission, Authority. This Fifth Amendment may be <br />executed in counterparts, and when so executed by the Parties hereto, each such counterpart shall <br />be deemed an original. This Fifth Amendment may be executed and delivered as images of <br />manually executed signatures transmitted by electronic format (including, without limitation, <br />“pdf”, “tif” or “jpg”) or other electronic signatures (including, without limitation, DocuSign and <br />AdobeSign), and shall be binding on the Party delivering the executed document with the same <br />force and effect as the delivery of a printed copy of the document with an original ink signature. <br />Each Party represents and warrants that the person who is executing this Fifth Amendment on its <br />behalf has the full power and authority to execute this Amendment on its behalf and to bind it to <br />the terms hereof. <br />8. Conflict and Force and Effect. In case of any inconsistency between this Fifth <br />Amendment and other provisions of the Purchase Agreement, the provisions of this Fifth <br />Amendment shall control. The Purchase Agreement, together with this Fifth Amendment, <br />embodies the entire understanding between the Seller and Buyer with respect to its subject matter <br />and can be changed only by an instrument in writing signed by Seller and Buyer. Except as <br />modified by this Fifth Amendment, the Purchase Agreement is ratified, affirmed, in full force and <br />effect, and incorporated herein by this reference. <br /> <br />[signature page follows]