Common use of AUTOMATIC AUTHORIZATION Clause in Contracts

AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE B Schedule of Fees for Services as Escrow Agent Acceptance Fee: $Waived Annual Escrow Fee: $1,500.00 Out-of-Pocket Expenses: $Waived Transactional Costs: $Waived Total due at Execution: $1,500.00 Wire Instructions RBK U.S. Bank N.A. ABA 000000000 BNF US BANK TFM ESCROW Beneficiary Account Number: 104793255431 Beneficiary Account Address: 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Ref: Lexmark and Promise Escrow The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transaction SCHEDULE C Each of the following person(s) is a Buyer Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Buyers’ behalf (only one signature required): Name Specimen signature Telephone No. Name Specimen signature Telephone No. Name Specimen signature Telephone No. If only one person is identified above, the following person is authorized for call-back confirmations: Name Telephone Number Each of the following person(s) is a Seller Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Sellers’ Parent’s behalf (only one signature required): Name Specimen signature Telephone No. Name Specimen signature Telephone No. Name Specimen signature Telephone No. If only one person is identified above, the following person is authorized for call-back confirmations: Name Telephone Number ATTACHMENT 1 FORM OF JOINT WRITTEN DIRECTION [To be completed on closing] U.S. Bank National Association, as Escrow Agent ATTN: Global Corporate Trust Services Address: RE: ESCROW AGREEMENT made and entered into as of [ ] by and among [ ] (“Buyers’ Parent”), Promise Healthcare, Inc. (“Sellers’ Parent”) and U.S. Bank National Association, in its capacity as escrow agent (the “Escrow Agent”). Pursuant to Section 4 of the above-referenced Escrow Agreement, Buyers’ Parent and Sellers’ Parent hereby instruct Escrow Agent to disburse the amount of [$ ] from the Deposit Escrow Account to [Buyers’ Parent][Sellers’ Parent], as provided below: Buyers’ Parent Sellers’ Parent Bank Name: Bank Name: Bank Address: Bank Address: ABA No.: _ ABA No. _ Account Name: Account Name: Account No.: Account No.: Lexmark Holding LLC By: Name: Date: Promise Healthcare, Inc. By: Name: Date: SCHEDULE 2.3(b) CURE AMOUNTS FOR PROPOSED ASSIGNED CONTRACTS (Bossier City and Shreveport) Those certain estimate Cure Amounts listed on Schedule 3.8 hereto are incorporated by reference, except any such amount related to that certain Guaranty Agreement dated July 15, 2016 by and between Promise Hospital of Louisiana, Inc. and Varilease Finance, Inc. MATERIAL CONTRACTS (Bossier City and Shreveport)

AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrarycontrary to the extent and as authorized in the applicable escrow agreement, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of permissible alternate instructions. SCHEDULE B Schedule of Fees for Services as Escrow Agent Acceptance Fee: $Waived Annual Escrow Fee: $1,500.00 Out-of-Pocket Expenses: $Waived Transactional Costs: $Waived Total due at Execution: $1,500.00 Wire Instructions RBK U.S. Bank N.A. ABA 000000000 BNF US BANK TFM ESCROW Beneficiary Account Number: 104793255431 Beneficiary Account Address: 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Ref: Lexmark and Promise Escrow The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transaction SCHEDULE C Each of the following person(s) is a Buyer Purchaser Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Buyers’ Purchaser’s behalf (only one signature required): Xxxx X. Xxxxx Name /s/ Xxxx X. Xxxxx Specimen signature 000.000.0000 Telephone No. Xxxxxxx Xxxxxx Name /s/ Xxxxxxx Xxxxxx Specimen signature 000.000.0000 Telephone No. Name Specimen signature Telephone No. If only one person is identified above, the following person is authorized for call-back confirmations: Name Telephone Number Each of the following person(s) is a Seller Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Sellers’ ParentSeller’s behalf (only one signature required): Xxxxxx Xxxxxxxx Name /s/ Xxxxxx Xxxxxxxx Specimen signature 000.000.0000 Telephone No. Xxxxxx Xxxxxx Name /s/ Xxxxxx Xxxxxx Specimen signature 000.000.0000 Telephone No. Name Specimen signature Telephone No. If only one person is identified above, the following person is authorized for call-back confirmations: Name Telephone Number ATTACHMENT 1 FORM OF JOINT WRITTEN DIRECTION [To be completed on closing] U.S. Bank National Association, as Escrow Agent ATTN: Global Corporate Trust Services Address: Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 RE: ESCROW AGREEMENT made and entered into dated as of [ ] by and May , 2019 (the “Escrow Agreement”) among [ ] (“Buyers’ Parent”), Promise HealthcareThe Boston Beer Company, Inc. (“Sellers’ ParentPurchaser”), DFH Investors LLC (“Seller”) and U.S. Bank National Association, in its capacity Association as escrow agent (the “Escrow Agent”). Ladies and Gentlemen: Pursuant to the provisions of Section 4 of the above-referenced noted Escrow Agreement, Buyers’ Parent Purchaser and Sellers’ Parent Seller hereby instruct Escrow Agent to disburse the amount of [$ $[ ] from the Deposit Escrow Account to [Buyers’ Parent][Sellers’ ParentSeller] [Purchaser], as provided below: Buyers’ Parent Sellers’ Parent Purchaser Seller Bank Name: Bank Name: Bank Address: Bank Address: ABA No.: _ ABA No. _ Account Name: Account Name: Account No.: Account No.: Lexmark Holding THE BOSTON BEER COMPANY, INC. By: Name: Date: DFH INVESTORS LLC By: Name: Date: Promise HealthcareEXHIBIT B ASSIGNMENT OF MEMBERSHIP UNITS This ASSIGNMENT OF MEMBERSHIP UNITS, Inc. By: Name: Date: SCHEDULE 2.3(b) CURE AMOUNTS FOR PROPOSED ASSIGNED CONTRACTS (Bossier City and Shreveport) Those certain estimate Cure Amounts listed on Schedule 3.8 hereto are incorporated by referenceeffective as of [ ], except any such amount related to that certain Guaranty Agreement dated July 152019, 2016 is entered into by and between Promise Hospital of LouisianaDFH Investors LLC, Inc. a Delaware limited liability company (“Assignor”), and Varilease FinanceThe Boston Beer Company, Inc. MATERIAL CONTRACTS Inc., a Massachusetts corporation (Bossier City and Shreveport“Assignee”).

AUTOMATIC AUTHORIZATION. In the absence of specific written direction a Joint Written Direction to the contrarycontrary from Buyer and Seller, U.S. Bank the Escrow Agent is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE B Schedule of Fees for Services as Escrow Agent Acceptance Fee: $Waived Annual Escrow Fee: $1,500.00 Out-of-Pocket Expenses: $Waived Transactional Costs: $Waived Total due at Execution: $1,500.00 Wire Instructions RBK U.S. Bank N.A. ABA 000000000 BNF US BANK TFM ESCROW Beneficiary Account Number: 104793255431 Beneficiary Account Address: 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Ref: Lexmark and Promise Escrow The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transaction SCHEDULE C Appointed Persons Each of the following person(s) is a Buyer Representative Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Buyers’ Buyer’s behalf (only one signature required): Name Specimen signature Telephone No. No Name Specimen signature Telephone No. No Name Specimen signature Telephone No. No (Note: If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: Name Telephone Number No Each of the following person(s) is a Seller Representative Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Sellers’ ParentSeller’s behalf (only one signature required): Name Specimen signature Telephone No. No Name Specimen signature Telephone No. No Name Specimen signature Telephone No. No (Note: If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: confirmations Name Telephone Number ATTACHMENT 1 FORM OF JOINT WRITTEN DIRECTION No EXHIBIT I-1 Restrictive Covenant Agreement (Entity Form) [To be completed on closingSee Attached] U.S. Bank National Association, as Escrow Agent ATTN: Global Corporate Trust Services Address: RE: ESCROW RESTRICTIVE COVENANT AGREEMENT made and This Restrictive Covenant Agreement (this “Agreement”) is entered into as of [ ] by and among [ ] [∙], 2015 (the “Buyers’ ParentEffective Date”), Promise Healthcareby and between CHS Xxxxxxx, Inc. LLC, a Minnesota limited liability company (“Sellers’ ParentCHS”) ), and U.S. Bank National Association[∙], in its capacity as escrow agent a [∙] (the “Escrow AgentRestricted Party” and, together with CHS, the “Parties”). Pursuant to Section 4 of the above-referenced Escrow Agreement, Buyers’ Parent and Sellers’ Parent hereby instruct Escrow Agent to disburse the amount of [$ ] from the Deposit Escrow Account to [Buyers’ Parent][Sellers’ Parent], as provided below: Buyers’ Parent Sellers’ Parent Bank Name: Bank Name: Bank Address: Bank Address: ABA No.: _ ABA No. _ Account Name: Account Name: Account No.: Account No.: Lexmark Holding LLC By: Name: Date: Promise Healthcare, Inc. By: Name: Date: SCHEDULE 2.3(b) CURE AMOUNTS FOR PROPOSED ASSIGNED CONTRACTS (Bossier City and Shreveport) Those certain estimate Cure Amounts listed on Schedule 3.8 hereto are incorporated by reference, except any such amount related to that certain Guaranty Agreement dated July 15, 2016 by and between Promise Hospital of Louisiana, Inc. and Varilease Finance, Inc. MATERIAL CONTRACTS (Bossier City and Shreveport)1

AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrarycontrary to the extent and as authorized in the applicable escrow agreement, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of permissible alternate instructions. [Schedule A to Escrow Agreement] SCHEDULE B Schedule of Fees for Services as Escrow Agent Acceptance Fee: $Waived Annual [ ] [Schedule B to Escrow Fee: $1,500.00 Out-of-Pocket Expenses: $Waived Transactional Costs: $Waived Total due at Execution: $1,500.00 Wire Instructions RBK U.S. Bank N.A. ABA 000000000 BNF US BANK TFM ESCROW Beneficiary Account Number: 104793255431 Beneficiary Account Address: 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Ref: Lexmark and Promise Escrow The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transaction ] SCHEDULE C Each of the following person(s) is a Buyer Purchaser Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Buyers’ Purchaser’s behalf (only one signature representative required): Name Specimen signature Telephone No. Name Specimen signature Telephone No. Name Specimen signature Telephone No. If only one person is identified above, the following person is authorized for call-back confirmations: Name Specimen signature Telephone Number No. Each of the following person(s) is a Seller Representative authorized to execute documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Sellers’ Parent’s behalf (only one signature representative required): Name Specimen signature Telephone No. Name Specimen signature Telephone No. Name Specimen signature Telephone No. If only one person is identified above, the following person is authorized for call-back confirmations: Name Specimen signature Telephone Number No. [Schedule C to Escrow Agreement] ATTACHMENT 1 FORM OF JOINT WRITTEN DIRECTION [To be completed on closing] U.S. Bank National Association, as Escrow Agent ATTN: Xxxxx Xxxxxxx, Global Corporate Trust Services Address: 0 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 RE: ESCROW AGREEMENT made and entered into as of [ ] , 2022 by and among [ ] CALIAN CORP., a Delaware corporation (“Buyers’ Purchaser”), COMPUTEX, INC., a Delaware corporation (“Computex”), STRATOS MANAGEMENT SYSTEMS, INC., a Delaware corporation (“Stratos”), FIRST BYTE COMPUTERS, INC., a Minnesota corporation (“First Byte”) and ENETSOLUTIONS, LLC, Texas limited liability company (“eNetSolutions”, and together with Stratos, Computex and First Byte, each a “Seller” and collectively, “Sellers”), and AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., a Delaware corporation (the “Parent”), Promise Healthcare, Inc. (“Sellers’ Parent”) and U.S. Bank National AssociationBANK NATIONAL ASSOCIATION, in its capacity a national banking association, as escrow agent hereunder (the “Escrow Agent”). Pursuant to Section 4 of the above-referenced Escrow Agreement, Buyers’ Parent Purchaser and Sellers’ Parent hereby instruct Escrow Agent to disburse the a total dollar amount of equal to [$ ] from the Deposit Indemnification Escrow Account to [Buyers’ Parent][Sellers’ Parent]Purchaser] [,/and] [Computex] [,/and] [Stratos] [,/and] [First Byte] [,/and] [eNetSolutions] to such party(ies) and in the respective amounts, as provided below: Buyers’ Parent Sellers’ Parent Purchaser Computex Stratos First Byte eNetSolutions Bank Name: Bank Name: [ ] Bank Address: Bank Address: [ ] ABA No.: _ ABA No. _ [ ] Account Name: Account Name: [ ] Account No.: [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: Lexmark Holding LLC [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] PURCHASER: PARENT: CALIAN CORP., a Delaware corporation AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., a Delaware corporation By: By: Name: Date: Promise Healthcare, Inc. By: Name: Its: Its: [Attachment 1 to Escrow Agreement] EXHIBIT E FORM OF TRANSITION SERVICES AGREEMENT (See Attached.) EXECUTION VERSION FORM OF TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2022 (the “Services Effective Date: SCHEDULE 2.3(b) CURE AMOUNTS FOR PROPOSED ASSIGNED CONTRACTS (Bossier City and Shreveport) Those certain estimate Cure Amounts listed on Schedule 3.8 hereto are incorporated by reference”), except any such amount related to that certain Guaranty Agreement dated July 15, 2016 by and between Promise Hospital of Louisianaamong COMPUTEX, Inc. INC., a Texas corporation (“Computex”), STRATOS MANAGEMENT SYSTEMS, INC., a Delaware corporation (“Stratos”), FIRST BYTE COMPUTERS, INC., a Minnesota corporation (“First Byte”) and Varilease FinanceENETSOLUTIONS, Inc. MATERIAL CONTRACTS LLC, a Texas limited liability company (Bossier City “eNetSolutions”), AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., a Delaware corporation, (“AVCT”, and Shreveporttogether with Stratos, Computex, First Byte and eNetSolutions, each, individually, a “Seller” and, collectively, the “Sellers”) and CALIAN CORP., a Delaware corporation (“Purchaser”, and together with the Sellers, each, individually, a “Party” and, collectively, the “Parties”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).