Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. The Escrow Agent shall deliver the Fund as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall deliver distribute to each subscriber the Fund as follows: (a) Upon Escrow Agent’s appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. (a) The Parties shall act in accordance with, and Escrow Agent shall deliver release the Fund Escrow Deposit or portion thereof in this Section 3(a) as follows: (ai) Upon Party B will deliver a written direction letter, with e-mail being sufficient, in substantially the form of Exhibit A annexed hereto (the “Direction Letter”) to Escrow Agent (i) confirming to Escrow Agent that the closing under the Agreement and Plan of Merger dated as of January 16, 2020 (the “Merger Agreement”) by and among Party B, Far Point Acquisition Corporation, a Delaware corporation (“FPAC”) and the other parties thereto is scheduled to be consummated on the next Business Day following delivery of the Direction Letter and (ii) directing Escrow Agent to disburse from the Escrow Account the Escrow Deposit to the account of FPAC specified herein (the “FPAC Account”). Following receipt of the Direction Letter, Escrow Agent shall promptly disburse, via wire transfer of immediately available funds, the Escrow Deposit to the FPAC Account and provide to Party A and Party B federal reference numbers for the wire transfer. If the Forward Purchase Price (as defined in the Forward Purchase Agreement dated as of May 18, 2018 between FPAC and Party A) is less than the Escrow Deposit, then Party A and Party B shall, no later than the Closing Date, deliver a direction letter (signed by each of them) to Escrow Agent to disburse the amount equal to the excess of the Escrow Deposit over the Forward Purchase Price to Party A on or promptly after the Closing Date. If the Merger Agreement has been terminated (as may be confirmed to Escrow Agent by Party A or Party B), then the Escrow Deposit will be immediately (and in any event, within one (1) Business Day) returned to Party A. The Parties acknowledge and agree that Party A shall have no right to object to any Direction Letter and any objection or other instruction which attempts to prevent or delay the release of any such funds pursuant to any Direction Letter shall be ignored by the Escrow Agent without any liability. Escrow Agent may rely upon the validity, accuracy, and content of the statements contained in any Direction Letter or confirmation delivered pursuant to this Section 3. Party B shall simultaneously provide a copy of any Direction Letter to Party A. Escrow Agent shall be entitled to conclusively presume that Party A contemporaneously received each Direction Letter received by Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, . (ii) Escrow Agent shall disburse the Fund Escrow Deposit, or any portion thereof, to Party A upon the joint written instruction of both Party A and Party B in substantially the form of Exhibit B annexed hereto (a “Joint Instruction”). Notwithstanding anything to the contrary set forth in Section 8, and other than as directed set forth above, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Deposit, must be in writing and executed by the undersigned appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in such noticeSection 8 below. Any notice hereunder Each Designation of Authorized Representatives shall be signed by a Secretary, any Assistant Secretary or other duly authorized person of the named Party. No instruction for or related to the transfer or distribution of the Escrow Deposit shall be deemed delivered and effective unless Escrow Agent actually shall have received it by personal delivery, facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and in the case of a facsimile, United States Postal Service Certified Mail or as evidenced by a recognized overnight delivery service confirmed transmittal to the Party’s or Parties’ transmitting fax number. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Deposit if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with positive delivery acknowledgement all as described in Section 10 hereofthis Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or distribute the Escrow Deposit until Escrow Agent has completed its security procedures. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Each Party authorizes Escrow Agent shall deliver to use the Fund funds transfer instructions (“Initial Standing Instructions”) specified for it below to Company after five (5) business days’ prior written notice disburse any funds due to the Parties. Notification hereunder shall be in the same manner FPAC without a verifying call-back or email confirmation as set forth in Section 4(a) above.below: FPAC: Bank Name: Bank Address: ABA number: Credit A/C Name: Credit A/C # If Applicable: FFC A/C Name: FFC A/C #: FFC A/C Address: (c) Subject to Section 4(d) belowIn the event any funds transfer instructions other than the Initial Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement (any such additional funds transfer instructions, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under “Additional Standing Instructions” and, together with the Merger AgreementInitial Standing Instructions, the “Standing Instructions”), Escrow Agent shall deliver will confirm such Additional Standing Instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties, and Escrow Agent may rely and act upon the Fund confirmation of anyone purporting to Purchaser be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after five (5) business days’ prior written notice such confirmation, Escrow Agent may continue to the Parties. Notification hereunder shall be in the same manner rely solely upon such Additional Standing Instructions and all identifying information set forth in paragraph 4(a) abovetherein for such beneficiary without an additional telephone call-back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (d) Notwithstanding The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the foregoing, applicable Party setting forth such changes and actually received by Escrow Agent shall give five via facsimile or as a PDF attached to an email. Escrow Agent will confirm any such change in Authorized Representatives by a telephone call-back or email confirmation to an Authorized Representative and Escrow Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. (5e) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, any intermediary bank and thereafter the Escrow Agent shall only disburse beneficiary’s bank in any funds transfer may rely upon the objected identifying number of the beneficiary’s bank or any intermediary bank included in a funds upon receipt transfer instruction provided by a Party or the Parties and, if applicable, confirmed in accordance with this Agreement. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of joint written the account number provided in such Party’s or the Parties’ instruction and, if applicable, confirmed in accordance with this Agreement even though it identifies a person different from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”named beneficiary.

Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for certain Company Securityholders and the Sponsor in the event that the Surviving Corporation reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of Management Escrow Shares by Company Securityholders shall be referred to as “Management Escrow Claims”, and claims for the release of Sponsor Escrow Shares by the Sponsor shall be referred to as “Sponsor Escrow Claims” and, together with the Management Escrow Claims, the “Earnout Escrow Claims”. For the avoidance of doubt, Management Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, and Sponsor Escrow Claims shall be asserted and resolved solely as set forth in the Sponsor Earnout Agreement, in each case subject to the time periods and other restrictions set forth therein. Parent shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement and/or the Sponsor Earnout Agreement, as the case may be, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), Parent, the Securityholder Representative and the Sponsor shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Parent shall provide a calculation of (i) the number of Escrow Shares due to the Company Securityholders in accordance with the Merger Agreement, and (ii) the number of Escrow Shares due to the Sponsor in accordance with the Sponsor Earnout Agreement. The Escrow Agent shall deliver have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Fund Merger Agreement and/or the Sponsor Earnout Agreement, as follows:the case shall be, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and/or the Sponsor Earnout Agreement, as the case may be, and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 3(b). (ab) Upon Escrow Agent’s Within five (5) Business Days after receipt of either (i) a joint written direction from instruction in the undersigned or their assigns to form attached hereto as Exhibit A signed by each of Parent, the Parties hereto at Securityholder Representative and the addresses set forth Sponsor (a “Joint Written Instruction”) or (ii) a Final Order (as defined below), a copy of which shall be simultaneously provided to the other parties hereto, in each case specifying the amount of Escrow Shares asserted by Parent for such Management Escrow Claim and/or for such Sponsor Escrow Claim, as the case may be, the Escrow Agent shall disburse the Fund portion of the Escrow Shares to such parties as directed provided in the Joint Written Instruction or Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the undersigned Escrow Agent in such notice. Any notice hereunder shall be delivered order to distribute the Escrow Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon the Escrow Agent’s receipt from Company . For the avoidance of a copy of written notice of Purchaser’s default under doubt, the Merger Agreement or the Deposit Note, Escrow Agent shall deliver make distributions of the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be Escrow Shares only in the same manner set forth in Section 4(a) aboveaccordance with a Joint Written Instruction or Final Order. (c) Subject Within ten (10) Business Days after the date that is thirty-six (36) months following the Closing Date (the “Release Date”), Parent, the Sponsor and the Securityholder Representative shall deliver a Joint Written Instruction to Section 4(d) below, upon the Escrow Agent’s receipt by Purchaser , instructing the Escrow Agent to return/disburse to the Parent the number of a copy Escrow Shares, if greater than zero, equal to (i) the number of written notice of Company’s default under Escrow Shares left in escrow less (ii) any Escrow Shares that are subject to an Earnout Escrow Claim with respect to which the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ have received an Earnout Escrow Notice prior written notice to the PartiesRelease Date, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”). Notification hereunder With respect to any Disputed Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement until the resolution of such underlying Earnout Escrow Claims. Such Disputed Amounts, once resolved, shall be in disbursed by the same manner set forth in paragraph 4(aEscrow Agent pursuant to Section 3(b) aboveof this Agreement or returned/disbursed to the Parent pursuant to this Section 3(c), as the case may be. (d) Notwithstanding Upon the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement delivery of all of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice Escrow Shares by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse in accordance with the objected funds upon receipt terms of joint written instruction from the Parties or a final this Agreement and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agentinstructions, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives 6. (e) For the Fund purposes of this Agreement, “Final Order” means a final and nonappealable judgment, award or order of a court of competent jurisdiction (an “Order”), which Order is referred delivered to herein the Escrow Agent accompanied by a written instruction from Parent or the Securityholder Representative (as applicable) given to effectuate such Order and confirming that such Order is final, nonappealable and issued by a court of competent jurisdiction, and the “Recipient”Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confirmation and instruction refers.

Disposition and Termination. (a) The Escrow Shares shall serve as security for and a source of payment with respect to the Indemnified Party’s rights to indemnification under Article XI of the Merger Agreement. Claims under the foregoing rights to indemnification shall hereinafter be referred to, individually as an “Indemnity Escrow Claim” and collectively as “Indemnity Escrow Claims”. For the avoidance of doubt, Indemnity Escrow Claims shall be asserted and resolved solely as set forth in Article XI of the Merger Agreement, in each case subject to the time periods and other restrictions set forth in such Article XI. The Indemnified Party Representative shall notify the Securityholder Representative and Escrow Agent in writing of any sums which the Indemnified Party Representative claims are subject to an Indemnity Escrow Claim (an “Indemnity Escrow Notice”) and its calculation of the number of Escrow Shares needed to cover such sums, calculated in accordance with Section 3(f) below. The Escrow Agent shall deliver have no duty to determine whether any Indemnity Escrow Notice accurately describes an Indemnity Escrow Claim or conforms to or is permitted under by or by virtue of the Fund as follows:Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Indemnity Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 3(b). (ab) Upon Escrow Agent’s Within five (5) Business Days after receipt of either (i) a joint written direction from instruction in the undersigned form attached hereto as Exhibit A signed by both the Indemnified Party Representative and the Securityholder Representative (a “Joint Written Instruction”) or their assigns (ii) a Final Order (as defined below), a copy of which shall be simultaneously provided to the other parties hereto, in each case specifying the amount, if known, of Escrow Shares asserted by the Parties hereto at Indemnified Party Representative for such Indemnity Escrow Claim, the addresses set forth below, Escrow Agent shall disburse the Fund portion of the Escrow Shares to such parties as directed provided in the Joint Written Instruction or Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the undersigned Escrow Agent in such notice. Any notice hereunder shall be delivered order to distribute the Escrow Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon the Escrow Agent’s receipt from Company . For the avoidance of a copy of written notice of Purchaser’s default under doubt, the Merger Agreement or the Deposit Note, Escrow Agent shall deliver make distributions of the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be Escrow Shares only in the same manner set forth in Section 4(a) aboveaccordance with a Joint Written Instruction or Final Order. (c) Subject Within ten (10) Business Days after the date that is the earlier of (i) fifteen (15) months following the Closing Date, or (ii) the date of the audited consolidated balance sheet of Parent, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Parent, for the fiscal year of the Closing (the “Release Date”), the Indemnified Party Representative and the Securityholder Representative shall deliver a Joint Written Instruction to Section 4(d) below, upon the Escrow Agent’s receipt by Purchaser , instructing the Escrow Agent to disburse to the Securityholder Representative (on behalf of a copy the Company Securityholders) the number of written notice Escrow Shares left in escrow, if greater than zero, equal to (i) the number of Company’s default under Escrow Shares left in escrow, less (ii) any Escrow Shares that are subject to an Indemnity Escrow Claim with respect to which the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ have received an Indemnity Escrow Notice prior written notice to the PartiesRelease Date, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”). Notification hereunder With respect to any Disputed Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement until the resolution of such underlying Indemnity Escrow Claims. Such Disputed Amounts, once resolved, shall be in disbursed by the same manner set forth in paragraph 4(aEscrow Agent pursuant to Section 3(b) aboveof this Agreement or disbursed to the Securityholder Representative pursuant to this Section 3(c), as the case may be. (d) Notwithstanding Upon the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement delivery of all of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice Escrow Shares by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse in accordance with the objected funds upon receipt terms of joint written instruction from the Parties or a final this Agreement and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agentinstructions, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The 6. (e) For the purposes of this Agreement, “Final Order” means a final and nonappealable judgment, award or order of a court of competent jurisdiction (an “Order”), which Order is delivered to the Escrow Agent accompanied by a written instruction from the Indemnified Party who receives Representative or the Fund Securityholder Representative (as applicable) given to effectuate such Order and confirming that such Order is referred final, nonappealable and issued by a court of competent jurisdiction, and the Escrow Agent shall be entitled to herein as conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the “Recipient”Order to which such confirmation and instruction refers.

Disposition and Termination. (a) The Escrow Agent shall deliver administer the Fund as follows: (a) Upon Escrow Agent’s receipt of a Shares in accordance with joint written direction instructions provided by Parent and LPHL to the Escrow Agent from time to time (an “Instruction”) directing the undersigned Escrow Agent to transfer or their assigns to each of release the Parties hereto at the addresses Escrow Shares, or any portion thereof, as set forth in such Instruction, to either the Indemnitees or to LPHL. Subject to sub-paragraph (b) below, the Escrow Agent shall disburse make distributions of the Fund as directed by Escrow Shares only in accordance with an Instruction and only to the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail Indemnitees or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofto LPHL. (b) Subject to the terms of this Section 4(d) below3(b), upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under on December 21, 2019, the Merger Agreement or the Deposit Note, Escrow Agent shall deliver release all remaining Escrow Shares to LPHL. Notwithstanding the Fund to Company after five (5) business days’ prior written notice foregoing, if Parent has notified the Escrow Agent that it has made a claim pursuant to the Parties. Notification hereunder Underlying Agreement prior to 11:59 p.m., Eastern Time, on December 21, 2019 (the “Escrow Termination Date”), which has not been resolved prior to the Escrow Termination Date, the Escrow Agent shall retain the Escrow Shares until it has received (i) an Instruction directing the Escrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL or (ii) evidence of a final non appealable judgement or order of any court or arbitral panel of competent jurisdiction which may be in issued and which directs the same manner set forth in Section 4(a) aboveEscrow Agent to transfer or release the Escrow Shares, or any portion thereof, to either the Indemnitees or to LPHL. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser Upon the transfer and/or release of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement all of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice Escrow Shares by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse in accordance with the objected funds upon receipt terms of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agentthis Agreement (including Section 3(b)), this Escrow Agreement shall terminate, subject to the provisions of Section 87. (d) Prior to any distribution of the Escrow Shares to any of the Indemnitees pursuant to an Instruction, (i) LPHL shall execute a stock power substantially in the form attached hereto as Annex A, and (ii) Parent shall provide, at Parent’s cost and expense, the Escrow Agent with an opinion of counsel, in a form reasonably acceptable to the Escrow Agent, and an officer’s certificate, duly executed by an authorized officer of Parent, to confirm that the Escrow Shares can be transferred to the Indemnitees without registration under applicable Federal and state securities laws or that an effective registration statement covering the issuance or resale of the Escrow Shares is effective. The Party who receives If Parent is unable to provide the Fund Escrow Agent with such requested opinions or certificates, the Escrow Agent shall not transfer any of the Escrow Shares pursuant to an Instruction and shall, instead, retain such Escrow Shares until Parent is referred able to herein as deliver the “Recipient”opinions and certificates reasonably required by the Escrow Agent.

Disposition and Termination. The Escrow Agent shall deliver the Fund as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, The Escrow Agent shall disburse the Fund as directed in accordance with this Section 3(a): (i) The Escrow Agent shall release all or any portion of the Fund, from time to time, in accordance with joint written instructions in the form of Exhibit A-1 annexed hereto signed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofan Authorized Representative of each Party (“Joint Instructions”). (bii) Subject Buyer may make claims upon the Fund in accordance with, and subject to Section 4(dthe terms and conditions of, Article VIII of the Purchase Agreement, by delivering to Escrow Agent at any time on or before [January 1, 2019] (the "Release Date") belowa written notice (a "Buyer Notice") substantially in the form of Exhibit A-2 signed by an Authorized Representative of Buyer and specifying in reasonable detail the individual items of damages for which indemnification is being sought pursuant to the Purchase Agreement. Buyer shall, upon concurrently with the sending of any Buyer Notice to Escrow Agent’s receipt from Company of , provide a copy of such Buyer Notice to the Representative. (aa) Unless the Escrow Agent receives, within thirty (30) calendar days after the Escrow Agent's receipt of a Buyer Notice, a written notice objection from Seller substantially in the form of Purchaser’s default under Exhibit A-3 signed by an Authorized Representative of Seller and specifying in reasonable detail the Merger Agreement or basis for Seller's objection to the Deposit NoteBuyer Notice, the Escrow Agent shall deliver to Buyer an amount from the Fund to Company after five (5) business days’ prior written notice equal to the Parties. Notification hereunder shall be amount claimed in the same manner set forth in Section 4(a) abovesuch Buyer Notice. (cbb) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under If the Merger Agreement, Escrow Agent shall deliver receives a written objection to a Buyer Notice from Seller within the Fund to Purchaser after five thirty (530) business days’ prior written notice to the Parties. Notification hereunder shall be calendar day period described in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoingpreceding paragraph, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter then the Escrow Agent shall only not disburse the objected any funds upon receipt of joint written instruction from the Parties Fund with respect to such Buyer Notice unless and until the Escrow Agent receives either Joint Instructions or a final and non-appealable court order along Final Determination with an opinion respect to such Buyer Notice. Seller shall, concurrently with the sending of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the any objection to a Buyer Notice to Escrow Agent, this Escrow Agreement shall terminate, subject provide a copy of such objection to the provisions of Section 8. The Party who receives the Fund is referred a Buyer Notice to herein as the “Recipient”Buyer.

Disposition and Termination. The (a) Subject to Sections 3(b) through (f) below, the Escrow Agent shall administer the Escrowed Shares in accordance with joint written instructions executed and delivered by Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to pay or release the Escrowed Shares, or any portion thereof, as set forth in such Instruction. Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative shall cooperate in all respects with one another to deliver Instructions to the Fund Escrow Agent as follows:promptly as practicable as specified pursuant to this Section 3. Subject to Sections 3(b) through (f) below, the Escrow Agent shall make transfers and distributions of the Escrowed Shares only in accordance with an Instruction. (ab) Upon If, upon the determination of the Final Closing Statement pursuant to Section 3.1(c) of the Merger Agreement, the Adjustment Amount as shown on the Final Closing Statement is negative, Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative shall deliver as promptly as practicable an Instruction to the Escrow Agent instructing the Escrow Agent to transfer or cause to be transferred from the Escrow Account to Spinco a number of shares of Spinco Common Stock equal to (i) the Initial Escrowed Share Number, multiplied by (ii) the quotient of (A) the absolute value of the Adjustment Amount, divided by (B) $100,000,000. As promptly as practicable upon the Escrow Agent’s receipt of a joint written direction from such Instruction, the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse the Fund as directed transfer or cause to be transferred such shares of Spinco Common Stock to Spinco in accordance with such Instruction and any such shares of Spinco Common Stock shall thereafter be canceled by the undersigned in such notice. Any notice hereunder shall Spinco and no longer be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) aboveoutstanding. (c) Subject Upon any determination that any Spinco Indemnified Person is entitled to an indemnification payment pursuant to Section 4(d9.2 of the Merger Agreement (each, an “Indemnification Payment”), Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative shall deliver as promptly as practicable an Instruction to the Escrow Agent instructing the Escrow Agent to transfer or cause to be transferred from the Escrow Account to Spinco a number of shares of Spinco Common Stock having a value equal to (i) belowthe amount of the Indemnification Payment divided by (ii) the average daily volume-weighted average price of one share of Spinco Common Stock on the NASDAQ Global Select Market (the “Nasdaq”) for each of the twenty (20) consecutive days on which the Nasdaq is open for trading immediately prior to the date of determination of such Indemnification Payment, as reported on the Nasdaq (the “Current Stock Value”). As promptly as practicable upon the Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under such Instruction, the Merger Agreement, Escrow Agent shall deliver the Fund transfer or cause to Purchaser after five (5) business days’ prior written notice be transferred such shares of Spinco Common Stock to the Parties. Notification hereunder Spinco in accordance with such Instruction and any such shares of Spinco Common Stock shall thereafter be in the same manner set forth in paragraph 4(a) abovecanceled by Spinco and no longer be outstanding. (d) Notwithstanding Upon the foregoinglater to occur of (i) the date of the first (1st) anniversary of the Closing Date and (ii) date on which the final outstanding indemnification claim made pursuant to Section 9.2(a) of the Merger Agreement is resolved, following the release of any Indemnification Payments made by the Escrow Agent to Spinco pursuant to Section 9.2 of the Merger Agreement and Section 3(c) above, Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative shall give five (5) business days’ written notice deliver as promptly as practicable an Instruction to the Parties Escrow Agent instructing the Escrow Agent to transfer or cause to be transferred from the Escrow Account: (i) to each Voyager Stockholder (A) a number of the Escrowed Shares then remaining in the Escrow Account, if any, subject to the repurchase by Spinco of any fractional shares to which such Voyager Stockholder would otherwise be entitled in accordance with Section 3(f)(ii), in such proportion as is represented by a fraction, (1) the numerator of which is the number of shares of Voyager Capital Stock held by each such Voyager Stockholder as of immediately prior to the Effective Time and (2) the denominator of which is the Voyager Fully Diluted Share Number (such proportion, prior to such repurchase by Spinco of any disbursement fractional shares to which such Voyager Stockholder would otherwise be required, the “Escrowed Share Proportion”), and (B) in lieu of the Fund. Notification hereunder shall any such fractional shares to which such Voyager Stockholder would otherwise be entitled, such Voyager Stockholder’s interest in the same manner set forth Fractional Share Cash Payment (as defined below) in paragraph 4(a) aboveaccordance with Section 3(f)(ii). If As promptly as practicable upon the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent’s receipt of such Instruction and the aggregate Fractional Share Cash Payment pursuant to Section 3(f)(ii), and thereafter the Escrow Agent shall only disburse transfer or cause to be transferred such shares of Spinco Common Stock and pay or cause to be paid such Fractional Share Cash Payment to each Voyager Stockholder, in each case, in accordance with such Instruction. (ii) to Spinco, with respect to Voyager Options that were converted into Spinco Options at the objected funds upon receipt of joint written instruction from the Parties or Effective Time, a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery number of the Fund Escrowed Shares then remaining in the Escrow Account, if any, in such proportion as is represented by a fraction, (A) the numerator of which is the number of shares of Voyager Capital Stock subject to Voyager Options determined using the treasury stock method as of immediately prior to the Effective Time and (B) the denominator of which is the Voyager Fully Diluted Share Number. As promptly as practicable upon the Escrow Agent’s receipt of such Instruction, the Escrow Agent shall transfer or cause to be transferred such number of shares of Spinco Common Stock to Spinco in accordance with such Instruction and any such shares of Spinco Common Stock shall thereafter be canceled by Spinco and no longer be outstanding. (e) Upon a transfer or distribution of shares of Spinco Common Stock pursuant to this Section 3, the Escrow Agreement Agent shall terminate, subject include with such transfer or distribution an amount of the dividends paid with respect to the provisions Escrowed Shares and delivered in accordance with Section 2(b)(ii), if any, in such proportion as is represented by a fraction, (i) the numerator of which is the number of shares of Spinco Common Stock which would otherwise be transferred or distributed pursuant to this Section 8. The Party who receives 3 and (ii) the Fund denominator of which is referred the total number of shares of Spinco Common Stock deposited to herein as the “Recipient”Escrow Agent pursuant to Section 2(a).

Disposition and Termination. The (a) Escrow Agent shall deliver release the Fund as follows: Escrow Amount within five (5) Business Days after its receipt of, and in accordance with, written instructions from the Parties in substantially the form of Exhibit A annexed hereto. Escrow Agent shall release the Escrow Shares (through the applicable Party’s broker), including for the avoidance of doubt any release of all or any portion of the Escrow Share Dividend Amount, within five (5) Business Days after its receipt of, and in accordance with, written instructions from the Parties in substantially the form of Exhibit B annexed hereto. The Parties shall provide Escrow Agent with any other information Escrow Agent reasonably requests to complete any release pursuant to this clause (a) ). Upon Escrow Agent’s receipt any release of a joint written direction from the undersigned all or their assigns to each any portion of the Parties hereto at Escrow Shares to a Party entitled to receive such Escrow Shares pursuant to the addresses set forth belowterms of this Agreement and the Merger Agreement (the “Receiving Party”), Escrow Agent and the other Party, as applicable, shall disburse the Fund take such actions as directed are reasonably requested by the undersigned in such notice. Any notice hereunder shall be delivered Receiving Party to evidence the transfer of the Escrow Shares to the Receiving Party and the holding of the Escrow Shares by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofthe Receiving Party. (b) Subject Notwithstanding anything to Section 4(d) belowthe contrary, upon any instructions in any way related to the transfer or distribution of the Escrow Agent’s receipt from Company Amount must, in order to be deemed delivered and effective, be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of a copy of written notice of Purchaser’s default under the Merger person or persons signing this Agreement or one of the Deposit Notedesignated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent shall deliver the Fund to Company after five only by facsimile (5) business days’ prior written notice as evidenced by a confirmed transmittal to the applicable Party’s or Parties. Notification hereunder shall be in ’ transmitting fax number) or as a Portable Document Format (“PDF”) attached to an email only at the same manner fax number or email address set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon 10 below or through an online platform offered by Escrow Agent’s receipt by Purchaser escrow services business. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of a copy the Escrow Amount that does not satisfy the requirements herein. Escrow Agent may rely and act upon the confirmation of written notice anyone purporting to be an Authorized Representative in connection with any of CompanyEscrow Agent’s default under the Merger Agreementverifying callbacks or email confirmations. If Escrow Agent receives an instruction in accordance with this Section 3 after its established cut-off time, Escrow Agent shall deliver will attempt to act upon the Fund instruction on the Business Day requested if Escrow Agent deems it practicable to Purchaser after five (5) business days’ prior written notice do so or otherwise as soon as practicable on the next Business Day. Notwithstanding anything to the Parties. Notification hereunder shall be in contrary, the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Parties acknowledge and agree that Escrow Agent (i) shall give five (5) business days’ written notice have no obligation to the Parties prior to take any disbursement of the Fund. Notification hereunder shall be action in the same manner set forth in paragraph 4(a) above. If the connection with this Agreement on a non-receiving party objects Business Day and any action Escrow Agent may otherwise be required to any disbursement of perform on a non-Business Day may be performed by Escrow Agent on the Deposit, such party shall provide written notice by 5pm following Business Day and (CSTii) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter may not transfer or distribute the Escrow Amount until Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”has completed its security procedures.

Disposition and Termination. (a) The Escrow Shares shall serve as a source of payment for the Pre-Closing Company Shareholders in the event that the Company reaches certain Milestone Events after the Closing of the Merger Agreement. Claims for the release of the Escrow Shares by Pre-Closing Company Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the other parties and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice (but in any event no later than two (2) Business Days thereafter), the Company and the Earnout Group Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice pursuant to the following sentence. In its Earnout Escrow Notice, the Company shall provide a calculation of the number of Escrow Shares due to the Pre-Closing Company Shareholders in accordance with the Merger Agreement. The Escrow Agent shall deliver have no duty to determine whether any Earnout Escrow Notice accurately describes an Earnout Escrow Claim or conforms to or is permitted under by or by virtue of the Fund as follows:Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Earnout Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 4(b). (ab) Upon Escrow Agent’s Within five (5) Business Days after receipt of either (i) a joint written direction from instruction in the undersigned or their assigns to form attached hereto as Exhibit A signed by each of the Parties hereto at Company and the addresses set forth Earnout Group Representative (a “Joint Written Instruction”) or (ii) a Final Order (as defined below), a copy of which shall be simultaneously provided to the other parties hereto, in each case specifying the amount of Escrow Shares asserted by the Company for such Earnout Escrow Claim, the Escrow Agent shall disburse the Fund portion of the Escrow Shares to such parties as directed provided in the Joint Written Instruction or Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the undersigned Escrow Agent in such notice. Any notice hereunder shall be delivered order to distribute the Escrow Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon the Escrow Agent’s receipt from Company . For the avoidance of a copy of written notice of Purchaser’s default under doubt, the Merger Agreement or the Deposit Note, Escrow Agent shall deliver make distributions of the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be Escrow Shares only in the same manner set forth in Section 4(a) aboveaccordance with a Joint Written Instruction or Final Order. (c) Subject to Section 4(dWithin ten (10) belowBusiness Days after the Release Date, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent Company and the Securityholder Representative shall deliver the Fund to Purchaser after five (5) business days’ prior written notice a Joint Written Instruction to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter instructing the Escrow Agent to return/disburse to the Company the number of Escrow Shares, if greater than zero, equal to (i) the number of Escrow Shares left in escrow less (ii) any Escrow Shares that are subject to an Earnout Escrow Claim with respect to which the Escrow Agent shall only disburse have received an Earnout Escrow Notice prior to the objected funds upon receipt Release Date, but which remains unresolved or unsatisfied as of joint written instruction from such date (the Parties or a final and non-appealable court order along “Disputed Amount”). With respect to any Disputed Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with an opinion the terms of counsel stating that this Agreement until the resolution of such order is final and non-appealableunderlying Earnout Escrow Claims. Upon delivery of the Fund Such Disputed Amounts, once resolved, shall be disbursed by the Escrow Agent, Agent pursuant to Section 4(b) of this Escrow Agreement shall terminate, subject or returned/disbursed to the provisions of Company pursuant to this Section 8. The Party who receives the Fund is referred to herein 4(c), as the case may be. For the purposes of this Agreement, “Recipient”Release Date” means the date that is ten (10) Business Days following the filing with the U.S. Securities and Exchange Commission by the Company of an Annual Report on Form 20-F for the fiscal year ended March 31, 2026.

Disposition and Termination. (a) The Parties agree to notify Escrow Agent in writing of the closing date of the Offering (the “Offering Closing Date”) at least one Business Day (as hereafter defined) in advance thereof and thereafter, the Escrow Agent shall deliver notify the Fund as followsParties whether or not Depositor received subscriptions for the Minimum Offering Amount ($4,000,000.00) by the Offering Closing Date. In no event shall the Offering Closing Date be later than August 30, 2012 (the “Termination Date”). If the Minimum Offering Amount has not been reached on or prior to the Termination Date, the Funds shall be promptly returned to the subscribers in accordance with the terms of Section 3(a)(ii) hereof. Any subscriber that deposits a check into the Escrow Account that has not cleared prior to the Offering Closing Date will not be eligible to participate in the Offering, and such funds will promptly be returned to the subscribers when such funds have cleared and only after the Escrow Agent has received an electronic spreadsheet with the same information indicated in Section 3(a)(ii). Such spreadsheet, which shall be in a form reasonably acceptable to the Escrow Agent, shall be delivered with a joint written instruction letter from the Parties stating that the subscriber payments listed on the attached spreadsheet are to be returned to the subscribers within five (5) Business Days. In addition, at any time prior to the Parties’ notifying Escrow Agent to the contrary, any subscriber may cause Escrow Agent to return the Funds such subscriber deposited with Escrow Agent by providing written notice of such request to either of the Parties, who shall instruct Escrow Agent to return the Funds. Upon receipt of written notification of the Offering Closing Date, one of the following procedures will take place: (ai) Upon If Depositor has received subscriptions for the Minimum Offering Amount by the Offering Closing Date, as determined by the Escrow Agent, in its sole discretion, on the Offering Closing Date the Funds will be promptly paid to or credited to the account of, or otherwise transferred pursuant to Issuer’s receipt funds transfer instructions as set forth in section 3(b) below; or (ii) If Depositor has not received subscriptions for the Minimum Offering Amount by the Offering Closing Date, as determined by the Escrow Agent based on the funds deposited into the Escrow Account, the Parties shall provide to the Escrow Agent an electronic spreadsheet in a form reasonably acceptable to the Escrow Agent containing the amount received from each subscriber whose Funds have been deposited with Escrow Agent (with respect to each subscriber the “Subscriber Investment Amount”) along with the name, address and Taxpayer Identification Number, if any, of a each subscriber. The aggregate of all Subscriber Investment Amounts received by the Escrow Agent shall be equal to the amount of the Funds on the Offering Closing Date, provided that if any Funds have been received via check, that such check has cleared. Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount pursuant to joint written direction from the undersigned or their assigns to each instructions of the Parties hereto at within five (5) Business Days of receipt of the addresses set forth below, Escrow Agent shall disburse the Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as information described in this Section 10 hereof3(a)(ii). (b) Subject Any instructions setting forth, claiming, containing, objecting to, or in any way related to Section 4(d) belowthe transfer or distribution of the Funds, upon Escrow Agent’s receipt from Company must be in writing or set forth in a Portable Document Format (“PDF”), executed by the appropriate Party or Parties as evidenced by the signatures of a copy of written notice of Purchaser’s default under the Merger person or persons signing this Agreement or the Deposit Noteone of their designated persons as set forth in Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent shall deliver only by confirmed facsimile or attached to an email on a Business Day only at the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner fax number or email address set forth in Section 4(a8 below. No instruction for or related to the transfer or distribution of the Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. The Parties each acknowledge that Escrow Agent is authorized to use the following funds transfer instructions to disburse any Funds pursuant to Section 3(a)(i), without a verifying call-back as set forth in Section 3(c) above.below: Issuer: Bank name: Depositor: Bank name: Bank Address: Bank Address: ABA number: ABA number: Account name: Account Name: Account number: Account Number: (c) Subject to In the event any other funds transfer instructions are set forth in a permitted instruction from a Party or the Parties in accordance with Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement3(a), Escrow Agent shall deliver is authorized to seek confirmation of such funds transfer instructions by a single telephone call-back to one of the Fund Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to Purchaser after five (5) business days’ prior written notice be that Authorized Representative. The persons and telephone numbers designated for call-backs may be changed only in a writing executed by Authorized Representatives of the applicable Party and actually received by Escrow Agent via facsimile or as a PDF attached to the Partiesan email. Notification hereunder shall be in the same manner Except as set forth in paragraph 4(aSection 3(a) above, no Funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. Escrow Agent and the beneficiary's bank in any Funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties and confirmed by an Authorized Representative. (d) Notwithstanding The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the foregoingInternet and the Parties hereby expressly assume such risks. (e) As used in this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent shall give five (5) business days’ written located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner security procedures set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealablethis Section 3 are commercially reasonable. Upon delivery of the Fund Funds by the Escrow AgentAgent in accordance herewith, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”6.

Disposition and Termination. The (a) If at any time the Escrow Agent receives a written instruction from the Trustee relating to the Escrow Account or the Escrowed Funds, the Escrow Agent shall deliver the Fund as follows: (a) Upon Escrow Agent’s receipt of a joint written direction comply with such instructions in good faith without further consent from the undersigned Issuer or their assigns to each any other person. Except as otherwise provided in this Agreement, in no event shall the Escrow Agent accept any instruction from the Issuer nor shall it permit any distribution or release of any part of the Escrowed Funds without written authorization of the Trustee. The Parties hereto at agree that the addresses set forth below, Escrow Agent shall disburse act in good faith upon and according to the Fund as directed by direction of the undersigned in such notice. Any Trustee and that the Issuer shall have no claim for any inappropriate instructions, orders or notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofother than against the Trustee pursuant to the terms of the Indenture. (b) Subject to Section 4(d3(a) above and except as otherwise provided in Section 10 below, the Escrow Agent is directed to hold and distribute the Escrowed Funds in the following manner: (i) The Escrow Agent will release the Escrowed Funds (such release, the “Escrow Release”) in accordance with written instructions of an Authorized Representative of the Issuer in substantially the form annexed hereto as Schedule 4 (such written instructions, an “Officer’s Certificate”) and delivered to the Trustee and the Escrow Agent on or prior to 5:00PM New York City time on May 31, 2018 (the “Escrow Outside Date”), certifying that the following conditions have been met (the “Release Conditions”): (A) the Spin-off will be consummated substantially concurrently with the release of the Escrowed Funds on substantially the terms described in the Offering Memorandum and the Escrowed Funds will be applied in the manner described under “Use of proceeds” in the Offering Memorandum; (B) the term loan lenders under the Senior Credit Facilities have funded the term loans thereunder in an aggregate principal amount of $415.0 million, less any applicable discounts, fees and expenses; (C) each of the Issuer’s Restricted Subsidiaries that guarantees obligations under the Senior Credit Facilities on the date of release of the Escrowed Funds will become a Guarantor of the Notes, in each case, pursuant to a supplemental indenture to the Indenture; and (D) no Default under the Indenture shall have occurred and be continuing (or result therefrom). Neither the Escrow Agent nor the Trustee shall have any duty or obligation to verify or investigate the satisfaction of any of the Release Conditions. (ii) In the event that upon the earliest of any of the following to occur: (A) the Spin-off is not consummated on or prior to the Escrow Outside Date, (B) the Issuer determines, in its sole discretion, that the Release Conditions cannot be satisfied by the Escrow Outside Date or (C) the Board of Directors of Dover determines, in its sole discretion, that the Spin-off is not in the best interests of Dover or its stockholders, that a sale or other alternative is in the best interests of Dover or its stockholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate certain assets and liabilities conducting Dover’s upstream oil and gas business within its Energy segment from Dover (such earliest date, the “Special Mandatory Termination Date”), the Issuer will effect the Special Mandatory Redemption, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon to, but not including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). A Special Redemption Notice (as defined below) will be sent by an Authorized Representative of the Issuer within three Business Days following the occurrence of a Special Mandatory Termination Date to the Trustee and the Escrow Agent. The Special Redemption Notice will specify the date fixed for such Special Mandatory Redemption (the “Special Mandatory Redemption Date”), which date may not be any later than five Business Days from the date of such Special Redemption Notice. Concurrently with the delivery of the Special Redemption Notice, the Issuer will instruct the Trustee to, at the Issuer’s receipt from Company expense, deliver (by first-class mail or delivered electronically to each Holder’s registered address or otherwise in accordance with the procedures of The Depository Trust Company, as the case may be) a copy notice that a Special Mandatory Redemption will occur on the Special Mandatory Redemption Date. Such notice will provide that all of the Notes shall be redeemed by the Issuer in accordance with the terms of the Indenture on the Special Mandatory Redemption Date. Upon the satisfaction of the Release Conditions, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply. (iii) If the Escrow Agent receives a written notice of Purchaser’s default under the Merger Agreement or occurrence of a Special Mandatory Termination Date from the Deposit NoteIssuer in substantially the form of Schedule 5 annexed hereto (such notice, a “Special Redemption Notice”), the Escrow Agent shall will deliver the Fund to Company after five (5) business days’ prior written notice Escrowed Funds in an amount equal to the Parties. Notification hereunder shall be Special Mandatory Redemption Price (as specified in the same manner set forth Special Redemption Notice) to the Trustee not later than the Business Day immediately prior to the Special Mandatory Redemption Date as directed in Section 4(a) abovethe Special Redemption Notice. (c) Subject Notwithstanding anything to the contrary set forth in Section 4(d8, any notice or instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrowed Funds, including but not limited to a Notice of Exclusive Control, must be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B (each an “Authorized Representative”), and delivered to the Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 9 below. Each Designation of Authorized Representatives shall be signed by the Secretary, upon any Assistant Secretary or other duly authorized officer of the named Party. No such notice or instruction for or related to the transfer or distribution of the Escrowed Funds shall be deemed delivered and effective unless the Escrow Agent’s receipt Agent actually shall have received it on a Business Day by Purchaser facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 9 and in the case of a copy of written notice of Companyfacsimile, as evidenced by a confirmed transmittal to the Party’s default under or Parties’ transmitting fax number and the Merger Agreement, Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. The Escrow Agent shall deliver the Fund not be liable to Purchaser after five (5) business days’ prior written notice any Party or other person for refraining from acting upon a Notice of Exclusive Control or any notice, instruction for or related to the Parties. Notification hereunder shall be in transfer or distribution of the same manner set forth in paragraph 4(a) aboveEscrowed Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of the Escrow Agent. (d) Notwithstanding Each Party authorizes the foregoing, Escrow Agent shall give five to use the funds transfer instructions (5“Initial Standing Instructions”) business days’ written notice specified below to disburse any funds due to such Party or the Parties prior to Representative (on behalf of, and for further distribution to, the Initial Purchasers), without a verifying call-back or email confirmation, as set forth below: Issuer: Apergy Corporation Dover: Dover Corporation Trustee: Xxxxx Fargo Bank, National Association Representative: X.X. Xxxxxx Securities LLC Bank Name: JPMorgan Chase Bank Name: JPMorgan Chase Bank Name: Xxxxx Fargo Bank, National Association Bank Name: JPMorgan Chase Bank Bank Address: 0 Xxxxx Xxxxxxxxx Xxxxx, 00xx xxxxx, XX, XX 00000 Bank Address: 0 Xxxxx Xxxxxxxxx Xxxxx, 00xx xxxxx, XX, XX 00000 Bank Address: 0000 Xxxx Xxx. Suite 4300 MAC T9216-430 Dallas, TX 75202-2812 Bank Address: ABA number: ABA ACH: 000000000 ABA Wires: 000000000 ABA number / SWIFT ID 000000000/ XXXXXX00 ABA number: 000000000 ABA number / SWIFT ID: 000-000-000/ XXXXXX00 Credit A/C Name: Apergy Corporation Credit A/C Name: Dover Corporation Credit A/C Name: Corporate Trust Clearing Account Credit A/C Name: X.X. Xxxxxx Securities LLC Credit A/C # 1928-43628 Credit A/C # 236957962 Credit A/C # 0000000000 Credit A/C # 000-000-000 Attn: Debt Final Settle If Applicable: If Applicable: If Applicable: If Applicable: FFC A/C Name: N/A FFC A/C Name: N/A FFC A/C Name: N/A FFC A/C Name: FFC A/C #: N/A FFC A/C #: N/A FFC A/C #: 49421400 FFC A/C #: FFC A/C Address: N/A FFC A/C Address: N/A FFC A/C Address: N/A FFC A/C Address: (e) In the event any disbursement of funds transfer instructions other than the Fund. Notification hereunder shall be in the same manner Initial Standing Instructions are set forth in paragraph 4(a) abovea permitted instruction from a Party or the Parties in accordance with this Agreement (any such additional funds transfer instructions, “Additional Standing Instructions” and, together with the Initial Standing Instructions, the “Standing Instructions”), the Escrow Agent will confirm such Additional Standing Instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties, and the Escrow Agent may rely and act in good faith upon the confirmation of anyone purporting to be that Authorized Representative. If No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, the nonEscrow Agent may continue to rely solely upon such Additional Standing Instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-receiving party objects back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any disbursement Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (f) The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized officer of the Deposit, applicable Party setting forth such party shall provide written notice changes and actually received by 5pm the Escrow Agent via facsimile or as a PDF attached to an email. The Escrow Agent will confirm any such change in Authorized Representatives by a telephone callback or email confirmation to an Authorized Representative and the Escrow Agent may rely and act in good faith upon the confirmation of anyone purporting to be that Authorized Representative. (CSTg) on such 5th business day of its objection to the other party and The Escrow Agent, any intermediary bank and thereafter the beneficiary’s bank in any funds transfer may rely in good faith upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and confirmed by an Authorized Representative. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. (h) As used in this Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent shall only disburse located at the objected funds upon receipt of joint written instruction from notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealablesecurity procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Fund Escrowed Funds in full by the Escrow AgentAgent pursuant to this Section 3, this Escrow Agreement shall terminateterminate and all the related account(s) shall be closed, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”7.

Disposition and Termination. (a) The Contingent Consideration Shares shall serve as a source of payment for certain Contingent Consideration Eligible Equityholders in the event that the Surviving Corporation reaches certain Triggering Events after the Closing in accordance with the terms of the Business Combination Agreement. Claims for the release of Contingent Consideration Shares by the Securityholder Representative on behalf of the Contingent Consideration Eligible Equityholders shall be referred to as “Contingent Consideration Escrow Claims”. Parent shall notify the Securityholder Representative and the Escrow Agent in writing of the occurrence of any Triggering Event under the Business Combination Agreement and any Contingent Consideration Escrow Claim resulting therefrom (“Contingent Consideration Escrow Notice”). Promptly after the receipt of such Contingent Consideration Escrow Notice (but in any event no later than two (2) Business Days thereafter), Parent and the Securityholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Contingent Consideration Shares specified in such applicable Contingent Consideration Escrow Notice pursuant to the following sentence. In its Contingent Consideration Escrow Notice, Parent shall provide a calculation of the number of Contingent Consideration Shares due to the Contingent Consideration Eligible Equityholders in accordance with the Business Combination Agreement and the Closing Consideration Spreadsheet. The Escrow Agent shall deliver have no duty to determine whether any Contingent Consideration Escrow Notice accurately describes an Contingent Consideration Escrow Claim or conforms to or is permitted under by or by virtue of the Fund as follows:Business Combination Agreement but shall be entitled to assume conclusively and without inquiry that any such Contingent Consideration Escrow Notice satisfies the requirements of the Business Combination Agreement and this Agreement. The Escrow Agent shall not distribute all or any portion of the Contingent Consideration Shares except in accordance with Section 3(b). (ab) Upon Escrow Agent’s Within five (5) Business Days after receipt of either (i) a joint written direction from instruction in the undersigned or their assigns to form attached hereto as Exhibit A signed by each of Parent and the Parties hereto at Securityholder Representative (a “Joint Written Instruction”) or (ii) a Final Order (as defined below), a copy of which shall be simultaneously provided to the addresses set forth belowother parties hereto, in each case specifying the amount of Contingent Consideration Shares asserted by Parent for such Contingent Consideration Escrow Claim, the Escrow Agent shall disburse the Fund portion of the Contingent Consideration Shares to such parties as directed provided in the Joint Written Instruction or Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the undersigned Escrow Agent in such notice. Any notice hereunder shall be delivered order to distribute the Contingent Consideration Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon the Escrow Agent’s receipt from Company . For the avoidance of a copy of written notice of Purchaser’s default under doubt, the Merger Agreement or the Deposit Note, Escrow Agent shall deliver make distributions of the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be Contingent Consideration Shares only in the same manner set forth in Section 4(a) aboveaccordance with a Joint Written Instruction or a Final Order. (c) Subject If a Contingent Consideration Escrow Claim with respect to Section 4(dTriggering Event I has not been made before the date that is the fifth anniversary of the Closing Date (the “First Release Date”), then within ten (10) belowBusiness Days after the First Release Date, upon Parent and the Securityholder Representative shall deliver a Joint Written Instruction to the Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under , instructing the Merger Agreement, Escrow Agent to return/disburse to Parent 20,000,000 Contingent Consideration Shares less any Contingent Consideration Shares that are subject to an Contingent Consideration Escrow Claim with respect to which the Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ have received a Contingent Consideration Escrow Notice prior written notice to the Partiesapplicable Release Date, but which remains unresolved or unsatisfied as of such date (a “Remaining Amount”). Notification hereunder If a Contingent Consideration Escrow Claim with respect to Triggering Event II has not been made before the date that is the seventh anniversary of the Closing Date (the “Second Release Date”), then within ten (10) Business Days after the Second Release Date, Parent and the Securityholder Representative shall be in deliver a Joint Written Instruction to the same manner set forth in paragraph 4(aEscrow Agent, instructing the Escrow Agent to return/disburse to Parent 20,000,000 Contingent Consideration Shares less any Remaining Amount. If a Contingent Consideration Escrow Claim with respect to Triggering Event III has not been made before the date that is the tenth anniversary of the Closing Date (the “Final Release Date” and, together with the First Release Date and the Second Release Date, each a “Release Date”), then within ten (10) aboveBusiness Days after the Final Release Date, Parent and the Securityholder Representative shall deliver a Joint Written Instruction to the Escrow Agent, instructing the Escrow Agent to return/disburse to Parent 20,000,000 Contingent Consideration Shares less any Remaining Amount. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior With respect to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the DepositRemaining Amounts, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse continue to hold such amounts in escrow in accordance with the objected funds upon receipt terms of joint written instruction from this Agreement until the Parties or a final and non-appealable court order along with an opinion resolution of counsel stating that such order is final and non-appealableunderlying Contingent Consideration Escrow Claims. Upon delivery of the Fund Such Remaining Amounts, once resolved, shall be disbursed by the Escrow AgentAgent pursuant to Section 3(b) of this Agreement or returned/disbursed to the Parent pursuant to this Section 3(c), as the case may be. (e) Upon the delivery of all of the Contingent Consideration Shares by the Escrow Agent in accordance with the terms of this Agreement and instructions, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives 6. (f) For the Fund purposes of this Agreement, “Final Order” means a final and nonappealable judgment, award or order of a court of competent jurisdiction (an “Order”), which Order is referred delivered to herein the Escrow Agent accompanied by a written instruction from Parent or the Securityholder Representative (as applicable) given to effectuate such Order and confirming that such Order is final, nonappealable and issued by a court of competent jurisdiction, and the “Recipient”Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confirmation and instruction refers.

Disposition and Termination. The Escrow Agent shall deliver the Fund as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns to each of the Parties hereto at the addresses Except as otherwise set forth in Sections 6(c) & 11(b) below, the Escrow Agent shall disburse the Escrow Fund in accordance with either (i) a joint written instruction signed by an Authorized Representative of each Party or (ii) written instructions delivered to the Escrow Agent by an Authorized Representative of the instructing Party given to effectuate an attached copy of a final, non-appealable order or judgment by a court of competent jurisdiction as directed to the disbursement of all or some of the Escrow Fund accompanied by written certification from counsel for the undersigned in instructing Party attesting that such noticeorder or judgment is final and not subject to further proceedings or appeal (collectively “Court Order”). Any notice hereunder The Escrow Agent shall be delivered by personal deliveryentitled conclusively to rely upon any such certification and instruction and shall have no responsibility to review the attached order/judgment to which such certification and instruction refers or to make any determination as to whether such order/judgment is final, facsimile, United States Postal Service Certified Mail not subject to further proceedings or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofappeals or otherwise binding upon the Parties. (b) Subject At any time, but no later than 5:00 p.m., Eastern Time on the date of the final determination of the Final Closing Adjustment pursuant to Section 4(d2.6 of the Merger Agreement (the “Escrow Expiration Date”) belowfor which the Escrow Agent has received prior written notice from Authorized Representatives of the Parties of such date, upon the Buyer may deliver to the Escrow Agent’s receipt from Company of , with a copy of concurrently delivered to the Company Equityholder Representative, a written notice in substantially the form attached hereto as Exhibit A, making a claim for payment of Purchaser’s default the Final Closing Adjustment, pursuant to Section 2.6 of the Merger Agreement, or all or a portion of the Escrow Fund with respect to any claim for indemnification by the Buyer under the Merger Agreement or the Deposit Note, Agreement. The Escrow Agent shall deliver hold the Fund to Company after five amount of the Final Closing Adjustment or any Damages claimed in any such claim for indemnification (5the “Claimed Amount”) business days’ prior until the Escrow Agent receives either (i) a joint written notice to instruction signed by an Authorized Representative of each Party or (ii) a Court Order. For the Parties. Notification hereunder shall be in avoidance of doubt, the same manner set forth in Section 4(ajoint written instruction contemplated by clause (i) aboveof the immediately preceding sentence may provide for release of all, or only a portion of, the Claimed Amount. (c) Subject to Section 4(d) belowOn the first Business Day after the Escrow Expiration Date, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint pursuant to written instruction instructions from the Parties or a final Company Equityholder Representative shall disburse to American Stock Transfer & Trust Company, LLC, as paying and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.exchange agent (for

Disposition and Termination. (a) The Escrow Agent shall deliver the Fund as followsmay not make any distributions of any Funds unless: (ai) Upon such distribution has been unanimously agreed to, in writing, by the Parties, and then the Escrow Agent’s Agent shall, promptly upon receipt of a such joint written direction instructions from all Parties, release the undersigned applicable Funds (or their assigns to each any portion thereof) in accordance with such joint written instructions; or SAMPLE (ii) the Escrow Agent has received a copy of a final, non-appealable order of a court of competent jurisdiction directing distribution of the Funds (or any portion thereof) (a “Final Order”), and in such a case the Escrow Agent shall, promptly upon receipt of such Final Order, release the applicable Funds (or any portion thereof) as directed in such Final Order. The Parties hereto at acknowledge and agree that the addresses set forth below, Escrow Agent shall disburse be entitled absolutely to rely upon any such Final Order and in the Fund as directed event that the Escrow Agent obeys or complies with any such Final Order it shall not be liable to any of the Parties, any Seller or to any other person, firm or corporation, should, by the undersigned in reason of such notice. Any notice hereunder shall compliance notwithstanding, such Final Order be delivered by personal deliverysubsequently reversed, facsimilemodified, United States Postal Service Certified Mail annulled, set aside or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofvacated. (b) Subject to Section 4(d) belowIn accordance with the Stock Purchase Agreement, upon Escrow Agent’s receipt the Party or Parties delivering written instructions or a Final Order, as the case may be, may designate the applicable distribution in writing as a distribution from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) aboveRemediation Fund. (c) Subject to Section 4(d), (i) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver promptly distribute any amounts remaining in the Remediation Fund to an account designated by the Seller Representatives only upon receipt of joint written instructions from all Parties, or receipt of a Final Order, to so distribute the Remediation Fund (the date of any such distribution, the “Remediation Fund Distribution Date”) and (ii) the Fund (other than the Remediation Fund) shall be distributed to Purchaser after five an account designated by the Seller Representatives within [number] Business Days (5hereinafter defined) business days’ prior following [Date] (the “General Distribution Date”), in each of clauses (i) and (ii) using the wiring instructions of the Seller Representatives in Section 11(b), and the Escrow Agent shall provide written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) aboveParties when such disbursement is made. (d) Notwithstanding From time to time on or before [Time][a.m. / p.m.] on the foregoingRemediation Fund Distribution Date or General Distribution Date, as applicable, one or more written notices of any amounts disputed (each, a “Dispute”) in good faith, including therewith a written indication of whether the Dispute relates to the Remediation Fund and reasonably detailed description of the basis of such Dispute, shall be provided to the Escrow Agent shall give five (5) business days’ written by either Party, with a copy of each such notice simultaneously delivered to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Depositdelivering Party (“Dispute Notice”). Notwithstanding Section 4(c), such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter if the Escrow Agent shall only disburse have timely received a Dispute Notice, it shall not distribute the objected funds upon receipt amount of the Dispute set forth therein from the Remediation Fund or Fund, as the case may be, in accordance with Section 4(c) until the Escrow Agent is instructed to do so by joint written instruction from the instructions of all Parties or a Final Order. Any amounts in a Dispute Notice shall be distributed within [number] Business Days after the later of (i) the date on which written notice of final resolution of the Dispute is given to the Escrow Agent (either pursuant to the joint written instructions of all Parties or a Final Order) and non-appealable court order along (ii) the Remediation Fund Distribution Date or General Distribution Date, as applicable. In the event both Parties provide a Dispute Notice to the Escrow Agent of disputed amounts with an opinion respect to the same matter and the Parties disagree as to the exact amounts to be withheld by the Escrow Agent, the Escrow Agent shall retain the higher of counsel stating that such order is final and non-appealablethe two estimated amounts. Upon delivery of the Fund Funds by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 88(b). The Party who receives the Fund is referred to herein as the “Recipient”.SAMPLE

Disposition and Termination. (a) The Fund shall be paid by the Escrow Agent in accordance with the following: (i) In the event that the Company and the Underwriter advise the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to said Investor without interest or offset. The Underwriter shall provide to the Escrow Agent an electronic spreadsheet or list in a form acceptable to the Escrow Agent containing the amount received from each Investor whose funds have been deposited with the Escrow Agent (with respect to each Investor the “Investor Investment Amount”) along with the name and address of each Investor. The aggregate of all Investor Investment Amounts shall be equal to the amount of the Fund on the offering closing date. (ii) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 4(a)(i) and there is the Minimum Amount deposited into the Escrow Account on or prior to the Termination Date, the Escrow Agent shall, upon written notification from the Parties, promptly inform the Company and the Underwriter of the Minimum Amount that has been deposited in the account on such date. Then upon receipt of written instructions in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Fund in accordance with such written instructions, such payment or payments to be made by wire transfer as soon as practicable after receipt of such written instructions. The Parties agree among themselves that, such instructions will not be provided by the Company and Underwriter unless all closing conditions pursuant to the Underwriting Agreement by and between the Company and the Underwriter have been met and, including without limitation, the conditions that the Company have received confirmation from the NYSE Amex that the Shares will be listed on the NYSE Amex and that the Minimum Amount has been received by the Escrow Agent. After receipt of the aforementioned confirmation, the Parties will send written release instructions to the Escrow Agent via facsimile, in accordance with Section 10, herein. The Company understands and agrees that the Company shall not have rights to or be entitled to any Investor funds on deposit in the Fund and no such Investor funds shall become the property of the Company except following the release of the funds to the Company by the Escrow Agent pursuant to Section 4 of this Agreement. (iii) If by (x) 3:00 PM Eastern time on the Termination Date, the total amount of the Fund is less than the Minimum Amount, or (y) 5:00 PM Eastern Time on the Termination Date, the Escrow Agent has not received written instructions from the Company and the Underwriter regarding the disbursement of the Fund, then the Escrow Agent shall be directed to return the Fund to the Investors pro rata without interest and/or offset, and in accordance with the Investor release requirements referenced in Section 4.(a), (i) herein. (iv) The Escrow Agent shall deliver the Fund as follows:not be required to pay any uncollected funds or any funds that are not available for withdrawal. (av) Upon Escrow Agent’s receipt of If the Termination Date or any date that is a joint written direction from deadline under this Agreement for giving the undersigned or their assigns to each of the Parties hereto at the addresses set forth below, Escrow Agent shall disburse notice or instructions or for the Fund as directed by the undersigned in Escrow Agent to take action is not a Banking Day, then such notice. Any notice hereunder date shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofthe Banking Day immediately subsequent to that date. (b) Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit Note, Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in Section 4(a) above. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”8(b).

Disposition and Termination. The Escrow Agent shall deliver hold the Fund Escrow Property in its possession and disburse the Escrow Property or any specified portion thereof only as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from Promptly (but in any event within five Business Days) after the undersigned or their assigns to each of date that is 15 months following the Parties hereto at date hereof (the addresses set forth below“Initial Release Date”), Escrow Agent shall disburse deliver to the Fund Agent (defined below) for further distribution to the Stockholders in accordance with written instructions previously provided by Stockholders’ Agent to the Escrow Agent on the Initial Release Date, a portion of the Indemnification Escrow Property equal to $6,500,000 less (i) the amount of any funds released from the Escrow Property to the Acquiror prior to the Initial Release Date; less (ii) the amount as directed by may reasonably be necessary to satisfy any unresolved or unsatisfied Claims (as defined and the undersigned amount, if any, as determined below) specified in such notice. Any notice hereunder shall be any Claim Notice (as defined below) delivered by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereofAcquiror to the Escrow Agent and Stockholders’ Agent prior to the Initial Release Date. (b) Subject to Section 4(dPromptly (but in any event within five Business Days) below, upon after the date that is 30 months following the date hereof (the “Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Merger Agreement or the Deposit NoteTermination Date”), Escrow Agent shall deliver the Fund to Company after five (5) business days’ prior written notice to the PartiesAgent for further distribution to the Stockholders in accordance with written instructions previously provided by Stockholders’ Agent to Escrow Agent on the Escrow Termination Date (i) all remaining Escrow Property not previously disbursed; less (ii) the amount as may reasonably be necessary to satisfy any unresolved or unsatisfied Claims (as defined and the amount, if any, as determined below) specified in any Claim Notice (as defined below) delivered by Acquiror to the Escrow Agent and Stockholders’ Agent prior to the Escrow Termination Date. Notification hereunder This Agreement shall be terminate upon the distribution of all of the Escrow Property from the Escrow Account in accordance with the same manner set forth in Section 4(a) aboveterms hereof. (c) Subject If Escrow Agent receives a Claim Notice (as defined below) from Acquiror prior to Section 4(d) below, upon the Escrow Agent’s receipt by Purchaser Termination Date stating that Acquiror is entitled pursuant to Article XI of a copy of written notice of Company’s default under the Merger AgreementAgreement to be indemnified by the Stockholders from the Indemnification Escrow Fund (each, a “Claim”), then Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be disburse or retain Escrow Property in the same manner set forth in paragraph 4(a) aboveamount of the Claim pursuant to Section 5. (d) Notwithstanding To the foregoingextent that Escrow Property is to be released to the Stockholders (as defined under the Merger Agreement), Stockholders’ Agent (and Acquiror, if applicable) will provide instructions to Escrow Agent shall give five (5) business days’ written notice to deliver such disbursement to the Parties prior Agent (as designated pursuant to any disbursement that certain Paying Agent Agreement among Acquiror, Stockholders’ Agent, the Company, and JPMorgan Chase Bank, N.A. of even date herewith (the “Paying Agent Agreement”)) for the benefit of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the DepositStockholders, which Agent will then disburse such party shall provide written notice by 5pm (CST) on such 5th business day of its objection monies to the other party and Escrow Agent, and thereafter Stockholders in accordance the Escrow Paying Agent shall only disburse the objected funds upon receipt of joint written instruction from the Parties or a final and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”Agreement.

Disposition and Termination. (a) The Escrow Shares, together with any dividends or distributions or other income paid or otherwise accruing to the Escrow Shares during the time such Escrow Shares are held in escrow, as of the relevant date (collectively, the “Earnings”), shall be released to the Pre-Closing SVH Shareholders in the event that the Company reaches the Milestone Events as set forth in the Merger Agreement. Claims for the release of the Escrow Shares (and any Earnings thereon) by Pre-Closing SVH Shareholders shall be referred to as “Earnout Escrow Claims”. For the avoidance of doubt, Earnout Escrow Claims shall be asserted and resolved solely as set forth in the Merger Agreement, subject to the time periods and other restrictions set forth therein. The Company shall notify the Company Stockholder Representative and the Escrow Agent in writing of the occurrence of any Milestone Event under the Merger Agreement, and any Earnout Escrow Claims resulting therefrom (“Earnout Escrow Notice”) and, promptly after the receipt of such Earnout Escrow Notice, the Company and the Company Stockholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Escrow Shares specified in such applicable Earnout Escrow Notice, together with any Earnings thereon. The Escrow Agent shall deliver administer the Fund Escrow Shares in accordance with such Joint Written Instruction to the Escrow Agent to release the Escrow Shares, or any portion thereof, together with any Earnings thereon, as follows:set forth in such Instruction. The Escrow Agent shall not distribute all or a portion of the Escrow Shares or the Earnings thereon except in accordance with Section 3(b). (ab) Upon Escrow Agent’s Within five (5) Business Days after receipt of a joint written direction from instruction in the undersigned or their assigns to form attached hereto as Exhibit A signed by each of the Parties hereto at Company and the addresses set forth belowCompany Stockholder Representative (a “Joint Written Instruction”) specifying the amount of Escrow Shares asserted by the Company for such Earnout Escrow Claim, the Escrow Agent shall disburse the Fund portion of the Escrow Shares and any Earnings thereon to such parties as directed provided in the Joint Written Instruction. Any Joint Written Instruction shall contain all requisite information needed by the undersigned Escrow Agent in such notice. Any notice hereunder shall be delivered order to distribute the Escrow Shares and any Earnings thereon in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon the Escrow Agent’s receipt from Company . For the avoidance of a copy of written notice of Purchaser’s default under doubt, the Merger Agreement or the Deposit Note, Escrow Agent shall deliver make distributions of the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be Escrow Shares and any Earnings thereon only in the same manner set forth in Section 4(a) aboveaccordance with a Joint Written Instruction. (c) Subject to Section 4(dWithin ten (10) belowBusiness Days after the Release Date, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent Company and the Company Stockholder Representative shall deliver the Fund to Purchaser after five (5) business days’ prior written notice a Joint Written Instruction to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, instructing the Escrow Agent to return/disburse to the Company the number of Escrow Shares (together with any Earnings thereon), if greater than zero, equal to (i) the number of Escrow Shares left in escrow and thereafter any Earnings thereon less (ii) any Escrow Shares that are subject to an Earnout Escrow Claim with respect to which the Escrow Agent shall only disburse have received an Earnout Escrow Notice prior to the objected funds upon receipt Release Date, together with any Earnings thereon, but which remains unresolved or unsatisfied as of joint written instruction from such date (the Parties or a final and non-appealable court order along “Disputed Amount”). With respect to any Disputed Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with an opinion the terms of counsel stating that this Agreement until the resolution of such order is final and non-appealableunderlying Earnout Escrow Claims. Upon delivery of the Fund Such Disputed Amounts, once resolved, shall be disbursed by the Escrow Agent, Agent pursuant to Section 3(b) of this Escrow Agreement shall terminate, subject or returned/disbursed to the provisions of Company pursuant to this Section 8. The Party who receives the Fund is referred to herein 3(c), as the case may be. For the purposes of this Agreement, “Recipient”Release Date” means the date that is ten (10) Business Days following the filing with the U.S. Securities and Exchange Commission by the Company of an Annual Report on Form 20-F for the fiscal year ended March 31, 2026.

Disposition and Termination. (a) The Escrow Shares shall serve as security for and a source of payment with respect to the Company Indemnified Parties’ (as defined in the Merger Agreement) obligations under Article X of the Merger Agreement. The foregoing obligations shall hereinafter be referred to, individually as an “Indemnity Escrow Claim” and collectively as “Indemnity Escrow Claims”. For the avoidance of doubt, Indemnity Escrow Claims shall be asserted and resolved solely as set forth in Article X of the Merger Agreement, in each case subject to the time periods and other restrictions set forth in such Article X. The Purchaser shall notify the Stockholder Representative and Escrow Agent in writing of any sums which Purchaser claims are subject to an Indemnity Escrow Claim (an “Indemnity Escrow Notice”) and its calculation of the number of Escrow Shares needed to cover such sums, calculated in accordance with the Merger Agreement. The Escrow Agent shall deliver have no duty to determine whether any Indemnity Escrow Notice accurately describes an Indemnity Escrow Claim or conforms to or is permitted under by or by virtue of the Fund as follows:Merger Agreement, but shall be entitled to assume conclusively and without inquiry that any such Indemnity Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or a portion of the Escrow Shares except in accordance with Section 3(b). (ab) Upon Escrow Agent’s Within five (5) Business Days after receipt of either (i) a joint written direction from instruction in the undersigned form attached hereto as Exhibit A signed by both the Purchaser and the Stockholder Representative (a “Joint Written Instruction”) or their assigns to (ii) a Final Order (as defined below), in each of case specifying the Parties hereto at amount, if known, asserted by the addresses set forth belowPurchaser for such Indemnity Escrow Claim, the Escrow Agent shall disburse the Fund portion of the Escrow Funds as directed provided in the Joint Written Instruction or Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the undersigned Escrow Agent in such notice. Any notice hereunder shall be delivered order to distribute the Escrow Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by personal delivery, facsimile, United States Postal Service Certified Mail or by a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (b) Subject to Section 4(d) below, upon the Escrow Agent’s receipt from Company . For the avoidance of a copy of written notice of Purchaser’s default under doubt, the Merger Agreement or the Deposit Note, Escrow Agent shall deliver make distributions of the Fund to Company after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be Escrow Shares only in the same manner set forth in Section 4(a) aboveaccordance with a Joint Written Instruction. (c) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after Within five (5) business days’ prior written notice Business Days after the date that is twelve (12) months from the closing of the transactions contemplated by the Merger Agreement (the “Release Date”), the Purchaser and the Stockholder Representative shall deliver a Joint Written Instruction to the PartiesEscrow Agent, instructing the Escrow Agent to disburse to the Stockholder Representative (on behalf of the stockholders of the Company) the number of Escrow Shares, if greater than zero, equal to (i) the number of Escrow Shares less (ii) any Escrow Shares that are subject to an Indemnity Escrow Claim with respect to which the Escrow Agent shall have received an Indemnity Escrow Notice prior to the Release Date, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”). Notification hereunder With respect to any Disputed Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement until the resolution of such underlying Indemnity Escrow Claims. Such Disputed Amounts, once resolved, shall be in disbursed by the same manner set forth in paragraph 4(aEscrow Agent pursuant to Section 3(b) aboveof this Agreement. (d) Notwithstanding Upon the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement delivery of all of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the non-receiving party objects to any disbursement of the Deposit, such party shall provide written notice Escrow Shares by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall only disburse in accordance with the objected funds upon receipt terms of joint written instruction from the Parties or a final this Agreement and non-appealable court order along with an opinion of counsel stating that such order is final and non-appealable. Upon delivery of the Fund by the Escrow Agentinstructions, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives 6. (e) For the Fund purposes of this Agreement, “Final Order” means a final and nonappealable order of a court of competent jurisdiction (an “Order”), which Order is referred delivered to herein the Escrow Agent accompanied by a written instruction from the Purchaser or the Stockholder Representative (as applicable) given to effectuate such Order and confirming that such Order is final, nonappealable and issued by a court of competent jurisdiction, and the “Recipient”Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confirmation and instruction refers.