Common use of Distribution of Escrow Property Clause in Contracts

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple times. (b) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders pursuant to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.

Distribution of Escrow Property. Subject to Sections 2 and 3 (a) Promptly after the first anniversary of the Instructionsdate of this Agreement (the “Distribution Date”), the Escrow Agent is directed to hold and shall distribute the Escrow Property Property, in accordance with the written instructions of the Holder Representative, to the holders of the Common Shares and Options listed in Exhibit B at their respective mailing addresses pro rata in accordance with their Applicable Percentages as set forth on Exhibit B; provided, however, that in the following manner: (a) Promptly upon receipt of a certificate signed by an officer of the Borrower event that (i) certifying that (x) each prior to the Distribution Date, Acquiror delivers a Payment Request seeking indemnification for Damages pursuant to Section 13.2 of the conditions in Article VII Merger Agreement (a “Pending Claim”) and such claim is unresolved as of the Underlying Agreement Distribution Date, the Escrow Agent shall not distribute and in Section 6.2 of the Fifth Amendment and Waiver will continue to hold pursuant hereto Escrow Property having a value equal to the Credit Agreement, dated August 12, 2016 Damages payment sought with respect to such Pending Claim that is unresolved (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien LendersReserved Property”) has been(it being understood and agreed that the Holder Representative shall, or substantially concurrently with in such event, have the release right to designate the mix of Escrow Shares and/or cash to be released pursuant to this Section 7). For purposes of calculating the Reserved Property, each Escrow Share shall be valued at the average closing price for one share of Acquiror Common Stock for the ten (10) Business Day period ending on the Business Day immediately preceding the Distribution Date. The Reserved Property will beshall remain in escrow following the Distribution Date pending resolution of the applicable Pending Claims and, satisfied upon resolution of the applicable Pending Claim, shall be either (i) distributed in whole or waived, (y) in part to Acquiror as appropriate following resolution of the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (applicable Pending Claim in accordance with Section 5 or would result therefrom) and (ii) specifying distributed in whole or in part to the amount holders of such disbursementCommon Shares and Options listed in Exhibit B as provided in this Section 7. In the event that (i) the Holder Representative or Acquiror delivers to the Escrow Agent a Final Order that determines or provides that the Purchaser Indemnitees are or are not, as the case may be, entitled to payment or reimbursement of some or all of the Damages requested in any Pending Claim or (ii) the Holder Representative and Acquiror deliver to the Escrow Agent joint written instructions signed by Acquiror and the Holder Representative indicating that the Purchaser Indemnitees are or are not, as the case may be, entitled to some or all of the Damages requested in any Pending Claim, the Escrow Agent will cause disburse the release Reserved Property or portion thereof held in respect of Escrow Property the Damages subject to such Pending Claim to (A) the holders of the Common Shares and Options listed in Exhibit B at their respective mailing addresses pro rata in accordance with their Applicable Percentages as set forth in Exhibit B and as specified in written instructions of the amount Holder Representative and/or (B) Acquiror, in each case, as specified in such certificate Final Order or joint written instructions. At such time as all Pending Claims have been finally resolved in accordance with this Agreement and distribute such amount there remains any Reserved Property, all remaining Reserved Property shall be delivered or paid to the account holders of the First Lien Administrative Agent on behalf Common Shares and Options at their respective mailing addresses listed in Exhibit B pro rata in accordance with their Applicable Percentages as set forth in Exhibit B and as specified in the written instructions of the First Lien Lenders Holder Representative. A Pending Claim shall be considered to be resolved at such time as (i) one of the parties has delivered to the Escrow Agent a Final Order determining the extent (if any) to which the Acquiror is entitled to indemnification under Section 13.2 of the Merger Agreement for the Damages pursuant to such Pending Claim or (ii) the wire Acquiror and the Holder Representative provide to the Escrow Agent joint written instructions attached hereto as Schedule IV. The Borrower may deliver signed by Acquiror and the Holder Representative advising the Escrow Agent that such certificate multiple timesPending Claim has otherwise been resolved, which such joint written instruction indicates the extent (if any) to which the Acquiror is entitled to indemnification under Section 13.2 of the Merger Agreement for the Damages pursuant to such Pending Claim. (b) Promptly upon receipt of In the event a certificate signed by an officer of Final Order is delivered to the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementAgent pursuant to this Agreement, the Escrow Agent will cause shall be entitled to receive from the release of Escrow Property in the amount specified in such certificate and distribute such amount claiming party, with a copy to the account non-claiming party, a letter, on which the Escrow Agent may conclusively rely, to the effect that the order of the Administrative court is final and binding, unless the non-claiming party provides written notice to the Escrow Agent on behalf and the claiming party that the order of the Lenders pursuant Court is not final and binding within 15 days of receipt of the Final Order by the Escrow Agent and the non-claiming party. In the event there is a dispute between Acquiror and the Holder Representative as to whether an order from a court is a Final Order, the wire instructions attached hereto as Schedule V.Escrow Agent shall have the right to interplead all interested parties in accordance with Section 11(a). (c) Promptly upon receipt The Escrow Agent shall effect the delivery of a certificate signed by an officer of the Borrower Escrow Shares (iif any) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to this Section 5.2(b) of 7 by delivering the Underlying Agreement and (ii) specifying the amount of such disbursement, stock certificate representing the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made Shares then held by the Escrow Agent as promptly as possible after Reserved Property to the Escrow Agent verifies the payments instructions Acquiror’s stock transfer agent in accordance with the procedure set forth on Schedule II, which in no case shall exceed exchange for: (i) if in the applicable instructions case where Escrow Shares held as Reserved Property are provided at or prior to 9:30 a.m. Eastern time, be delivered to the end holders of the same Business Day on which Common Shares and Options, stock certificates for and in the name of the persons designated by the Holder Representative in writing representing the number of Escrow Shares as specified in the Final Order or joint written instructions were signed by Acquiror and the Holder Representative delivered to the Escrow Agent; and (ii) otherwisein the case where Escrow Shares are to remain as Reserved Property, one a stock certificate in the name of the Escrow Agent (1or its nominee) Business Day following delivery representing the number of remaining Escrow Shares to be retained as Reserved Property as specified in the Final Order or joint written instructions signed by Acquiror and the Holder Representative delivered to the Escrow Agent. (d) Acquiror hereby agrees to cause its stock transfer agent to deliver as promptly as practicable stock certificates to the Escrow Agent and otherwise take such instructionsnecessary actions to effect the exchange of stock certificates representing Escrow Shares or other securities as contemplated by this Agreement.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the The Escrow Agent is directed to hold and distribute the Escrow Property as set forth in the following manner:this Section I.3. (a) Promptly upon Unless an Arbitration Funding Notice has been delivered by the Investor pursuant to Section I.3(b) below, subject to receipt by the Escrow Agent and the Investor on March 12, 2013 of a certificate signed executed by an officer the Chief Financial Officer of the Borrower Company that (i) certifying requests that (x) each the Escrow Agent disburse all or any portion of the conditions in Article VII Cash Escrow Funds pursuant to the Securities Purchase Agreement, (ii) certifies the amount of the Underlying Agreement and in Section 6.2 of Company’s then outstanding Convertible Notes, (iii) certifies that the Fifth Amendment and Waiver Company has irrevocably funded to the Credit Agreement, dated August 12, 2016 trustee under the indenture governing the Convertible Notes (the “Fifth AmendmentConvertible Notes Trustee”) an amount that, when combined with the Cash Escrow Funds requested pursuant to clause (i) above, will be sufficient to satisfy and discharge in full all of the Company’s then outstanding Convertible Notes (other than Convertible Notes held by the Investor or any of its affiliates) at maturity (plus all accrued but unpaid interest thereon), among in accordance with their terms and (iv) certifies that upon the Borrowerdistribution hereunder of the Cash Escrow Funds requested pursuant to clause (i) above, JPMorgan Chase Bank, N.A. the substantially simultaneous consummation of the satisfaction and discharge in full of all of the Company’s then outstanding Convertible Notes (plus accrued but unpaid interest thereon) in accordance with their terms will occur (the “First Lien Administrative AgentCompany Certificate”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursement, the Escrow Agent will cause shall distribute, on March 14, 2013, all or the release requested portion of the Cash Escrow Property in the amount specified in such certificate and distribute such amount Funds to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant to Convertible Notes Trustee in accordance with the wire instructions attached hereto as Schedule IVset forth on Exhibit 3(a). The Borrower may deliver If any distribution of Cash Escrow Funds is made pursuant this Section I.3(a), then any Cash Escrow Funds not distributed pursuant to this Section I.3(a) will be returned to the Investor by the Escrow Agent simultaneously with such certificate multiple timesdistribution. (b) Promptly upon receipt of a certificate signed by an officer of After January 25, 2013 and on or prior to January 31, 2013, in the Borrower (i) certifying event that the release of Escrow Property will comply with Investor and the Company are in arbitration pursuant to Section 5.2(b10.1(d) of the Underlying Purchase Agreement and (iithe Investor elects to fund the Escrow Account during such time pursuant to Section 2.5(d) specifying of the amount of such disbursementPurchase Agreement, the Investor shall deliver written notice to the Escrow Agent will cause and the release Company of Escrow Property in such election (an “Arbitration Funding Notice”). In the amount specified in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders event that an Arbitration Funding Notice is provided pursuant to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to this Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementI.3(b), the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed then (i) if the applicable instructions are provided at or prior Company delivers to 9:30 a.m. Eastern timethe Investor and the Escrow Agent a final, written arbitration decision by JAMS stating that the end of Investor is obligated to fund the same Business Day on which Backstop Escrow Account pursuant to the instructions were delivered Purchase Agreement (each as defined in the Purchase Agreement), then the Cash Escrow Funds shall be distributed in the manner and pursuant to the procedures set forth in Section I.3(a) above, and (ii) otherwiseif the Investor delivers to the Escrow Agent and the Company a final, one written arbitration decision by JAMS stating that the Investor is not obligated to fund the Backstop Escrow Account pursuant to the Purchase Agreement, then the Escrow Agent shall return the Cash Escrow Funds to the Investor (1or its designee) Business Day following in accordance with the wire instructions set forth on Exhibit 3(b) as soon as possible and, in any event, within two (2) business days of the delivery of such instructionsthe notice contemplated by this sentence above. (c) Upon any release of Cash Escrow Funds pursuant to Section I.3(a) above, the Escrow Agent shall deliver the Backstop Documentation to [ ], as the fiscal agent and registrar in respect of the Backstop Notes. (d) Upon any release of Cash Escrow Funds to the Investor pursuant to Section I.3(b) above, the Escrow Agent shall deliver the Backstop Documentation to the Company. (e) In addition to distribution of Escrow Property pursuant to clauses 3(a) and 3(b) above, the Escrow Agent shall distribute the Escrow Property in accordance with (i) a written instrument that is executed by the Company and the Investor and delivered to the Escrow Agent that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Property or (ii) a final non-appealable order of a court of competent jurisdiction or arbitral tribunal, a copy of which is delivered to the Escrow Agent by either the Company or the Investor and to the other party hereto, that instructs the Escrow Agent as to the disbursement of some or all of the Escrow Property. (f) Amounts distributed pursuant to this Section I.3 shall be paid in accordance with wire instructions furnished to the Escrow Agent pursuant to this Section I.3.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Promptly upon receipt of If the Depositor delivers to the Escrow Agent on or prior to the Redemption Trigger Date, a certificate signed by an officer of in the Borrower (i) certifying that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 form attached hereto as Exhibit B (the “Fifth AmendmentMerger Release Certificate”), among executed by an Authorized Person (as defined herein) of the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursementDepositor, the Escrow Agent will cause shall release and deliver the release of Escrow Property in cash by 10:00 a.m. (New York City time) on the amount specified second Business Day after the date of the Merger Release Certificate in such certificate and distribute such amount accordance with the instructions set forth in the Merger Release Certificate. The Escrow Agent shall confirm in writing to the account of Depositor that the First Lien Administrative Agent on behalf of Escrow Property has been released by it in accordance with the First Lien Lenders pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple timesMerger Release Certificate. (b) Promptly upon receipt of a certificate signed by an officer of the Borrower If (i) at any time on or prior to the Redemption Trigger Date the Depositor has delivered and the Escrow Agent has received a certificate in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by an Authorized Person of the Depositor certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Merger Agreement and has been terminated or (ii) specifying on or prior to the amount Redemption Trigger Date the Depositor has not delivered and the Escrow Agent has not received the Merger Release Certificate in accordance with paragraph 3(a) above or the Redemption Release Certificate in accordance with clause (i) of this paragraph, the Depositor shall, within five Business Days after (A) the effective date of the termination of the Merger Agreement (the “Merger Termination Date”) or (B) the Redemption Trigger Date, as the case may be, cause a notice of the special mandatory redemption provided for under the Indenture to be mailed, with a copy to the Trustee, to each Holder, providing that all of the outstanding Securities shall be redeemed on the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the Merger Termination Date (if the Merger Agreement is terminated prior to the Redemption Trigger Date) or on April 30, 2011 (if no Merger Release Certificate is delivered and received on or prior to the Redemption Trigger Date) (the earlier to occur of such disbursementdate, the “Special Redemption Date”). Prior to 10:00 a.m. (New York City time) on the Special Redemption Date, the Escrow Agent will cause shall release to the paying agent, as provided for in the Indenture (the “Paying Agent”), an amount in cash from the Escrow Property sufficient to pay the Special Redemption Price for all outstanding Securities on such date (or if the amount in the Escrow Property is insufficient to pay the Special Redemption Price for all outstanding Securities on such date, the Escrow Agent shall release of to the Paying Agent the entire Escrow Property in cash). If the amount specified Escrow Agent receives the Redemption Release Certificate pursuant to clause (i) of this paragraph, the Escrow Agent shall confirm in such certificate and distribute such amount writing to the account of Depositor that the Administrative Agent on behalf of amounts set forth in the Lenders pursuant to the wire instructions attached hereto as Schedule V.Redemption Release Certificate have been released by it in cash in accordance with this paragraph 3(b). (c) Promptly upon receipt of a certificate signed If the Depositor is required to effect the special mandatory redemption contemplated by an officer the Indenture and for any reason the Escrow Property is insufficient to pay the Special Redemption Price to redeem all of the Borrower (i) certifying that no further amounts are or shall at any time in outstanding Securities, the future be required Depositor agrees to be prepaid pay to the Administrative Agent Paying Agent, on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 11:00 a.m. Eastern (New York City time) on the Special Redemption Date, by wire transfer in immediately available funds additional cash in an amount that, together with the end Escrow Property, is sufficient to redeem all of the same Business Day outstanding Securities on which the instructions were Special Redemption Date at the Special Redemption Price. (d) If any funds remain in the Escrow Account after funds sufficient to pay for the redemption of the Securities on the Special Redemption Date have been released from the Escrow Account to the Paying Agent pursuant to paragraph 3(b) above, then such remaining funds shall, on or prior to the close of business on the Special Redemption Date, or as soon thereafter as is practicable, be promptly released and delivered and (ii) otherwise, one (1) Business Day following delivery of such instructionsto the Depositor per written direction.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the The Escrow Agent is directed to hold and distribute the Escrow Property as set forth in the following manner:this Section 3. (a) Promptly upon receipt of a certificate signed by an officer of the Borrower Other than as provided in clauses (i) certifying that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefromb) and (iic) specifying the amount of such disbursementbelow, the Escrow Agent will cause shall distribute the release of Escrow Property only in the amount specified in such certificate and distribute such amount accordance with (i) a written instrument delivered to the account Escrow Agent that is executed by the Seller and the Buyer and that instructs the Escrow Agent as to the disbursement of some or all of the First Lien Administrative Escrow Property, or (ii) a final non-appealable order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent on behalf by either the Seller or the Buyer and to the other party hereto, that instructs the Escrow Agent as to the disbursement of some or all of the First Lien Lenders pursuant Escrow Property. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple timesomitted portions. (b) Promptly upon receipt of In the event that the Buyer delivers a certificate signed by an officer written certification to the Escrow Agent and the Seller asserting that the Buyer is entitled to receive all or any portion of the Borrower Escrow Amount in respect of (i) certifying that any Losses (as defined in the release of Escrow Property will comply with ACI APA) for which any Buyer Indemnitee (as defined in the ACI APA) is entitled to indemnification by the Seller under Section 5.2(b) 9 of the Underlying Agreement and ACI APA or (ii) specifying any Losses (as defined in the JNJ APA) for which any Buyer Indemnitee (as defined in the JNJ APA) is entitled to indemnification by JNJ under Section 8 of the JNJ APA; which such certification shall include a description of the amount and nature of such disbursementLosses (including reasonable detail of the facts giving rise to each claim, if known, and the provision of the ACI APA or JNJ APA under which the claim arises) and the Seller does not, in a written notice delivered to the Buyer and the Escrow Agent within thirty (30) days after the delivery of the Buyer’s notice, dispute such assertion, then the Escrow Agent shall automatically distribute to the Buyer an amount equal to the portion of the Escrow Amount that the Buyer asserted it is entitled to receive in such notice. (c) On April 29, 2010, the Escrow Agent will cause shall automatically distribute to the release of Seller an amount equal to the then remaining Escrow Property less the Outstanding Claims Amount as of April 28, 2010, if any. (d) If at least [*] of the Disinterested Shareholders of Seller have approved in writing the amount specified in such certificate ACI APA and distribute such amount the JNJ APA, then the Buyer and the Seller agree to execute and deliver to the account of Escrow Agent a written instrument in accordance with Section I.3(a)(i) instructing the Administrative Escrow Agent on behalf of the Lenders pursuant to distribute immediately to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt Seller the lesser of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are [*] or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount remaining Escrow Amount less the Outstanding Claims Amount as of such disbursementdate. For purposes of this Escrow Agreement, the “Disinterested Shareholders” means those shareholders of Seller who are not current board members of ACI, members of JNJ or family members thereof. The Escrow Agent will cause the release of Escrow Property in the amount specified in not take any action with respect to this Section I.3(d) unless and until it receives such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructionswritten instrument.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the The Escrow Agent is directed to shall hold and distribute the Escrow Property in its possession until instructed hereunder to deliver the following manner: (a) Promptly upon receipt of Escrow Property or any specified portion thereof in accordance with a certificate written release notice signed by an officer authorized person of the Borrower Company. Subject to 9.8(b), if the Escrow Property is disbursed in accordance with a court order, the Company shall represent to the Escrow Agent that such court order is final and non-appealable. The Escrow Proceeds shall be distributed to the Company to be paid to the holders of Preferred Stock (i) certifying that (x) each as dividend payments on the shares of Preferred Stock when and as declared by the Board of Directors of the conditions in Article VII Company to the holders of shares of Preferred Stock who are record holders of Preferred Stock on the record date for the payment of such dividend, (ii) pursuant to the redemption of shares of Preferred Stock, or (iii) upon the liquidation, dissolution or winding up of the Underlying Agreement and in Section 6.2 Company, each pursuant to the terms of the Fifth Amendment applicable Certificate of Designations and Waiver upon the Company's certification to the Credit AgreementEscrow Agent of the authorization of such distribution. Upon any conversion of shares of Preferred Stock pursuant to the terms of the applicable Certificate of Designations, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank amount of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used Proceeds attributable to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under dividends and future dividends through and including the Underlying Agreement fourth semi-annual dividend on such converted shares shall have occurred and be continuing (or would result therefrom) and (ii) specifying released to the amount of such disbursement, Company upon the Company's certification to the Escrow Agent will cause of its entitlement thereto. Notwithstanding the release of Escrow Property in the amount specified in forgoing, such certificate and distribute such amount to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders distributions shall be effected pursuant to the wire instructions attached hereto terms of that certain Transfer Agency and Services Agreement dated as Schedule IV. The Borrower may deliver such certificate multiple times. (b) Promptly upon receipt of a certificate signed by an officer of the Borrower date hereof between the parties hereto (i) certifying that the release of Escrow Property will comply with "TA Agreement"), and in particular Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, 4 thereof. Earnings on the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount Proceeds shall be distributed from time to time to the account of the Administrative Agent on behalf of the Lenders pursuant to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructionsCompany.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the The Escrow Agent is directed to hold shall pay and distribute deliver the Escrow Property in the following manneras follows: (a) Promptly upon If the Buyer or Holdings seeks to recover any Escrow Property pursuant to Section 8 of the Purchase Agreement during the period of this Escrow Agreement, it shall notify the Escrow Agent in writing of the grounds for such distribution of Escrow Property (a “Buyer Distribution Claim”) and the amount of the Escrow Property sought from the Escrow Agent (a “Buyer Claim Notice”), with a copy to the Acquired Asset Entities. The Escrow Agent shall pay the Buyer or Holdings, as applicable, the amount set forth in such Buyer Claim Notice from the Escrow Property on the tenth (10th) Business Day following Escrow Agent’s receipt of such Buyer Claim Notice unless the Acquired Asset Entities give written notice to the Buyer or Holdings, as applicable, and the Escrow Agent (a certificate signed by an officer of the Borrower “Seller Counter Notice”) disputing in good faith either (i) certifying that (x) each the existence or basis of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, Buyer Distribution Claim or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursementBuyer Distribution Claim contained in the Buyer Claim Notice (in which case the Seller Counter Notice shall set forth the dollar amount of the Acquired Asset Entities’ good faith determination of the Buyer Distribution Claim). If a Seller Counter Notice with respect to a Buyer Claim Notice is received by the Escrow Agent and the Buyer or Holdings, as applicable, on or before 5:00 PM New York, NY time on the tenth (10th) Business Day after the receipt by the Acquired Asset Entities of such Buyer Claim Notice, the Escrow Agent shall do the following: (A) If the Seller Counter Notice disputes the existence or basis of the Buyer Distribution Claim, then the Escrow Agent will cause retain the release of Escrow Property that is the subject of such disputed Buyer Distribution Claim contained in the amount specified in such certificate Buyer Claim Notice and distribute such Escrow Property only in accordance and consistent with either: (x) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (y) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property. (B) If the Seller Counter Notice disputes only the amount of a Buyer Distribution Claim, and not the basis or existence of such claim, then the Escrow Agent will (x) distribute the Escrow Property to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant Buyer or Holdings, as applicable, relating to the wire instructions attached hereto as Schedule IV. The Borrower may deliver undisputed amount of such certificate multiple timesBuyer Distribution Claim contained in such Buyer Claim Notice promptly following the receipt of such Seller Counter Notice, and (y) distribute the Escrow Property relating to the disputed amount of any Buyer Distribution Claim contained in such Buyer Claim Notice only in accordance and consistent with either: (1) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (2) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property. (b) Promptly upon If the Acquired Asset Entities shall determine in good faith that the amount of Escrow Property exceeds the applicable Cap Amount during the period of this Escrow Agreement (including, without limitation, as a result of the reduction of the Cap Amount as of the 18-Month Anniversary), then the Acquired Asset Entities may notify the Escrow Agent in writing of such determination (a “Seller Distribution Claim”) and the amount of the Escrow Property sought from the Escrow Agent (a “Seller Claim Notice”), with a copy to the Buyer and Holdings. The Escrow Agent shall pay the Acquired Asset Entities, as applicable, the amount set forth in such Seller Claim Notice from the Escrow Property on the tenth (10th) Business Day following Escrow Agent’s receipt of such Seller Claim Notice unless the Buyer or Holdings give written notice to the Acquired Asset Entities and the Escrow Agent (a certificate signed by an officer of the Borrower “Buyer Counter Notice”) disputing in good faith either (i) certifying that the release of Escrow Property will comply with Section 5.2(b) existence or basis of the Underlying Agreement and Seller Distribution Claim or (ii) specifying the amount of such disbursementSeller Distribution Claim contained in the Seller Claim Notice (in which case the Buyer Counter Notice shall set forth the dollar amount of the Buyer’s and Holdings’ good faith determination of the Seller Distribution Claim). If a Buyer Counter Notice with respect to a Seller Claim Notice is received by the Escrow Agent and the Acquired Asset Entities on or before 5:00 PM New York, NY time on the tenth (10th) Business Day after the receipt by the Buyer and Holdings of such Seller Claim Notice, the Escrow Agent shall do the following: (A) If the Buyer Counter Notice disputes the existence or basis of the Seller Distribution Claim, then the Escrow Agent will cause retain the release of Escrow Property that is the subject of such disputed Seller Distribution Claim contained in the amount specified in such certificate Seller Claim Notice and distribute such Escrow Property only in accordance and consistent with either: (x) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (y) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property. (B) If the Buyer Counter Notice disputes only the amount of a Seller Distribution Claim, and not the basis or existence of such claim, then the Escrow Agent will (x) distribute the Escrow Property to the account of the Administrative Agent on behalf of the Lenders pursuant Acquired Asset Entities relating to the wire instructions attached hereto as Schedule V.undisputed amount of such Seller Distribution Claim contained in such Seller Claim Notice promptly following the receipt of such Buyer Counter Notice, and (y) distribute the Escrow Property relating to the disputed amount of any Seller Distribution Claim contained in such Seller Claim Notice only in accordance and consistent with either: (1) a final non-appealable order, decree or judgment of a court of competent jurisdiction or (2) a joint written instruction from the Buyer or Holdings, on the one hand, and the Acquired Asset Entities, on the other hand, regarding such Escrow Property. (c) Promptly upon receipt of Any court order referenced in Section 4(a) or Section 4(b) above shall be accompanied by a certificate signed legal opinion by an officer of counsel for the Borrower presenting party (i) certifying that no further amounts are or shall at any time in with a copy to the future be required other parties to be prepaid given concurrently) reasonably satisfactory to Escrow Agent to the Administrative effect that the order is final and non-appealable. The Escrow Agent shall act on behalf of the Lenders and promptly disburse such Escrow Property in accordance with such court order and legal opinion furnished pursuant to Section 5.2(b4(a) of or Section 4(b) above without further question. (d) Notwithstanding the Underlying Agreement and (ii) specifying the amount of such disbursementforegoing, the Escrow Agent will cause Property, less an amount equal to claims for which a Buyer Claim Notice has been given but which remain unpaid or with respect to which a Seller Counter Notice has been delivered, shall be released on , 2009 [i.e., the release thirtieth (30th) month anniversary of the Closing Date]. (e) If any Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made released by the Escrow Agent as promptly as possible after pursuant to Section 4(a) or Section 4(b) above shall be in the form of Holdings Common Stock, then the number of shares to be released from the Escrow Agent verifies Account to the payments instructions in accordance with Buyer and Holdings shall be equal to the procedure set forth on Schedule II, which in no case shall exceed quotient obtained by dividing (i) if the applicable instructions are provided at amount of the Buyer Distribution Claim (or portion thereof) or the Seller Distribution Claim (or portion thereof), as the case may be, being paid by (ii) the Fair Market Value, as calculated by the Buyer or Holdings, on the one hand, or the Acquired Asset Entities, on the other hand, as applicable, subject to the procedures set forth in Section 4(a) or Section 4(b) above, as applicable. “Fair Market Value” means, with respect to a share of Holdings Common Stock, (i) as of any date of determination prior to 9:30 a.m. Eastern timethe closing date of an initial public offering of Holdings Common Stock (the “IPO Date”), the end Agreed Upon Price as then in effect plus interest thereon, at the rate of 8% per annum, calculated on the basis of the same Business Day actual days elapsed from the date of issuance of such share of Holdings Common Stock to the date of such release (the “Interest-Adjusted Price”), (ii) as of any date of determination on or following the IPO Date through the date of expiration of the underwriters’ lock-up agreement entered into by the Acquired Asset Entities or their respective Affiliates in connection with such initial public offering of Holdings Common Stock (the “Lock-Up Expiration Date”), the higher of the Interest-Adjusted Price and the then current Market Price of a share of Holdings Common Stock, and (iii) as of any date after the Lock-Up Expiration Date, the then current Market Price of a share of Holdings Common Stock. “Market Price” means the average for the thirty consecutive trading days immediately preceding the date of determination of (i) the daily closing price of Holdings Common Stock as reported by the principal securities exchange on which the instructions were delivered and Holdings Common Stock is then listed, or (ii) otherwiseif not listed on any such exchange, one the daily closing bid prices or last trade prices of the Holdings Common Stock as reported in the over-the-counter market or electronic bulletin board, or (1iii) Business Day following delivery if not so reported, the average of such instructionsthe daily bid and ask prices of any market makers for the Holdings Common Stock as reported in the “pink sheets” by Pink Sheets LLC, or (iv) if not so reported, the fair market value of the Holdings Common Stock as determined by Holdings’ Board of Directors.

Distribution of Escrow Property. 4.1 Subject to Sections 2 and 3 of Section 4.3, within five business days after the InstructionsRelease Date, the Escrow Agent is directed shall distribute or cause to hold and distribute be distributed to the Payment Agent for distribution to each of the Escrow Holders at such Escrow Holder’s address set forth on Exhibit B Indemnification Escrow Property in the following manner: (a) Promptly upon receipt of a certificate signed by an officer amount equal to such Escrow Holder’s Escrow Percentage of the Borrower (i) certifying Indemnification Distribution Amount; provided, however, that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver if prior to the Credit AgreementRelease Date, dated August 12, 2016 any Indemnitee has given a Claim Notice (including an amended Claim Notice) pursuant to Section 3.1 containing a claim which has not been resolved prior to the Release Date in accordance with Section 3 (a “Fifth AmendmentHoldover Claim”), among the Borrowerthen, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of rather than distributing all Indemnification Escrow Property will be, satisfied or waived, (y) to the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursementHolders, the Escrow Agent will cause shall retain in the release Indemnification Escrow Account after the Release Date, Indemnification Escrow Property (out of the Indemnification Distribution Amount) having a value equal to the Contested Amount (or the Claimed Amount if the Stockholders’ Agent has not delivered a Response Notice with respect to such claim) with respect to such Holdover Claim (the amount retained in the Indemnification Escrow Account with respect to such Holdover Claim being referred to as the “Retained Amount”). Following final resolution of any Holdover Claim in accordance with Section 3, the Escrow Agent shall distribute to the Payment Agent for distribution to each Escrow Holder Indemnification Escrow Property in an amount equal to such Escrow Holder’s Escrow Percentage of that portion of the applicable Retained Amount that is not released to an Indemnitee in accordance with Section 3, if any. Distributions of Indemnification Escrow Property shall be made to the Payment Agent at its address set forth in Section 10.2 of this Agreement or such other address as the Payment Agent shall have provided in writing to the Escrow Agent. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4.2 No earlier than the date that the amount specified held in the Indemnification Escrow Account hereunder is reduced to zero in accordance with this Escrow Agreement, the Stockholders’ Agent will deliver a written instruction letter to the Escrow Agent (which letter need not be countersigned by Parent), instructing the Escrow Agent to distribute or cause to be distributed to the Payment Agent for distribution to each of the Escrow Holders at such certificate and Escrow Holder’s address set forth on Exhibit B, Expenses Escrow Property in an amount equal to such Escrow Holder’s Escrow Percentage of the Expenses Escrow Property then being held in the Expenses Escrow Account. The Escrow Agent will distribute or cause to be distributed such amount to the account Payment Agent within five business days of receiving such instruction letter from the Stockholders’ Agent. Distributions of Expenses Escrow Property shall be made to the Payment Agent at its address set forth in Section 10.2 of this Agreement or such other address as the Payment Agent shall have provided in writing to the Escrow Agent. 4.3 At least five (5) business days prior to the disbursement of any portion of the First Lien Administrative Escrow Property to any Escrow Holder identified on Exhibit B as being subject to withholding taxes and Parent or the Company is required to withhold a portion of such amounts, Parent or the Company shall provide to the Escrow Agent on behalf a written instruction directing the Escrow Agent to withhold from such disbursement an amount equal to such amount as Parent or the Company is required to deduct and withhold with respect to the making of such payment (under the Code, or any provision of state, local or foreign Tax law with respect to such payment) from the amount that would otherwise be paid to such Escrow Holder pursuant to Section 4.1. Such amount, if any, shall be disbursed by the Escrow Agent to Parent out of the First Lien Lenders pursuant Escrow Property simultaneously therewith, and Parent shall remit such amount to the wire instructions attached hereto as Schedule IVproper authorities. The Borrower may deliver such certificate multiple times. (b) Promptly upon receipt of a certificate signed by an officer of Notwithstanding the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementwithholding designations on Exhibit B, the Escrow Agent will cause may conclusively assume that no withholding is to occur unless it receives timely notice from Parent or the release of Company. The Escrow Property in the amount specified in such certificate and distribute such amount Agent shall have no obligation or liability with respect to the account Parent’s or the Company’s determination of whether withholding is necessary, the Administrative Agent on behalf calculation of the Lenders pursuant to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, withholding or the Escrow Agent will cause the release disposition of Escrow Property in the amount specified in such certificate and distribute such amount any amounts paid to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made Parent or Company by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructionsunder this Section 4.3.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the (a) Escrow Agent is directed and agrees to hold and distribute the Escrow Property solely in the following manner: (ai) Promptly upon Upon receipt of a certificate signed by an officer written notice from any of the Borrower (i) certifying that (x) each Depositors and either of the conditions Sellers that the Closing (as defined in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”SPA) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursementoccur, the Escrow Agent will cause shall deliver the release of Escrow Property to the Sellers; (ii) Subject to Section 3(b) hereof, upon receipt of written notice and demand from either of the Sellers stating that the SPA has been terminated and the Sellers are entitled to liquidated damages from the Depositors in the amount specified in such certificate and distribute such amount to of Three Million Dollars (U.S.$3,000,000) (the account of the First Lien Administrative Agent on behalf of the First Lien Lenders “Liquidated Damages”) pursuant to the wire terms of the SPA, the Escrow Agent shall deliver to the Sellers a portion of the Escrow Property equivalent to the Liquidated Damages and shall deliver to the Depositors the balance of the Escrow Property; (iii) Subject to Section 3(b) hereof, upon receipt of written notice and demand from any of the Depositors stating that the SPA has been terminated and that the Depositors are entitled to the Escrow Property pursuant to the terms of the SPA, the Escrow Agent shall deliver the Escrow Property to the Depositors; and (iv) Notwithstanding the foregoing, upon receipt of joint written instructions attached hereto from the Depositors and the Sellers instructing the Escrow Agent to otherwise distribute the Escrow Property, the Escrow Agent shall deliver the Escrow Property as Schedule IV. The Borrower may deliver directed in such certificate multiple timesinstructions. (b) Promptly upon receipt of a certificate signed by an officer In the event that either of the Borrower Sellers or any of the Depositors (ifor purposes of this paragraph referred to as the “Demanding Party”) certifying that gives written notice to the release Escrow Agent as provided in Section 3(a)(ii) or Section 3(a)(iii) hereof and makes demand upon the Escrow Agent for the payment of the Escrow Property will comply with Section 5.2(b) of or the Underlying Agreement and (ii) specifying the amount of such disbursementapplicable portion thereof, the Escrow Agent will cause shall forthwith deliver to the release other party to this Agreement a copy of the Demanding Party’s notice. Unless the other party protests the payment of the Escrow Property in the amount specified in such certificate and distribute such amount writing delivered to the account Escrow Agent within ten (10) days of such party’s receipt of the Administrative Demanding Party’s notice, the Escrow Agent on behalf shall thereupon make payment to the Demanding Party as required by such demand in accordance with Section 3(a)(ii) or Section 3(a)(iii) hereof, as applicable. If the Escrow Agent receives written notice of such protest within such ten (10) day period, the Escrow Agent shall continue to hold the Escrow Property until the entitlement to such Escrow Property is determined by a court of competent jurisdiction from which no appeal may be taken (and the prevailing party’s reasonable attorney’s fees incurred in connection with such court proceedings shall be paid by the other party) or resolved by the mutual written agreement of the Lenders pursuant to Depositors and the wire instructions attached hereto as Schedule V.Sellers. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant Subject to Section 5.2(b3(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementhereof, the Escrow Agent will cause shall disburse the release of Escrow Property solely upon receipt of, and as provided in, the instructions or notices delivered pursuant to Section 3(a) hereof (the “Instructions”). The Instructions shall (i) cite the applicable section of the SPA pursuant to which the request for disbursement of the Escrow Property is being submitted to the Escrow Agent, (ii) contain a description of the circumstances giving rise to the request for the disbursement of the Escrow Property (i.e., occurrence of the Closing (as defined in the amount specified in such certificate and distribute such amount to SPA) or the account termination of the Borrower pursuant SPA and circumstances leading to the wire instructions attached hereto as Schedule VI. Any payments will be made by such termination), and (iii) direct the Escrow Agent as promptly as possible after to disburse the Escrow Property to the Sellers and/or the Depositors, as applicable. The Escrow Agent verifies has no duty to determine whether in fact any of the payments instructions statements contained in accordance with the procedure set forth on Schedule IIInstructions are true, which complete or correct. The Escrow Agent shall disburse the Escrow Property as provided in no case shall exceed the Instructions (i) if Instructions are issued pursuant to Section 3(a)(i), on the applicable instructions next business day after such Instructions are provided at or prior to 9:30 a.m. Eastern timereceived, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one as soon as practicable but in no event later than five (15) Business Day following delivery business days after the expiration of such instructionsthe 10-day term set forth in Section 3 (b) hereof or if later, the date the Escrow Agent receives notice that a dispute has been resolved.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the (a) The Escrow Agent is directed to hold and shall distribute the Escrow Property only in the following manner: (a) Promptly upon receipt of a certificate signed by an officer of the Borrower accordance with (i) certifying a written instrument delivered to the Escrow Agent that (x) each is executed by both the Buyer and the Indemnification Representative and that instructs the Escrow Agent as to the distribution of some or all of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit AgreementEscrow Property, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount an order of such disbursementa court of competent jurisdiction, a copy of which is delivered to the Escrow Agent will cause by either the release of Buyer or the Indemnification Representative, that instructs the Escrow Property in the amount specified in such certificate and distribute such amount Agent as to the account distribution of some or all of the First Lien Administrative Agent on behalf Escrow Property, or (iii) the provisions of the First Lien Lenders pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple timesSection 3(b) below. (b) Promptly upon receipt Subject to the provisions of a certificate signed by an officer this Section 3(b) and Section 3(c) below, within five business days after the first anniversary of the Borrower date of this Agreement (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement"Termination Date"), the Escrow Agent will cause shall distribute to the release Indemnifying Stockholders (pro rata, as nearly as practicable, according to their respective Percentage Interests) all of the Escrow Property, including the Escrow Shares then held in escrow by, (x) in the case of any cash (from the proceeds of the sale of any Escrow Shares or investment earnings thereon), payment to the Indemnifying Stockholders according to Attachment A, or (y) in the case of Escrow Property Shares, making delivery of the Escrow Shares then held by the Escrow Agent to the transfer agent of the Buyer duly endorsed for transfer (or accompanied by an appropriate executed transfer instrument) with written instruction to the transfer agent of the Buyer to transfer and re-issue such Escrow Shares to and among the Indemnifying Stockholders (according to their respective Percentage Interests) and to make delivery thereof to them at their addresses (as provided in Section 10), or as any such Indemnifying Stockholder otherwise may instruct. Notwithstanding the foregoing, if (i) prior to the Termination Date the Buyer has delivered to the Escrow Agent a written notice of a claim (a "Claim Notice"), which states that it is made pursuant to Article VI of the Merger Agreement and sets forth a specified dollar amount with regard to the claim covered thereby, and by the time it is to make a distribution to the Indemnifying Stockholders pursuant to this paragraph the Escrow Agent has not received from the Buyer written notice of the resolution of the claim covered thereby, or (ii) prior to the Termination Date the Buyer has delivered to the Escrow Agent a written notice of an expected claim (an "Expected Claim Notice"), which states that it is made pursuant to Article VI of the Merger Agreement and sets forth a specified dollar amount with regard to the estimated amount of damages covered thereby, and by the time it is to make a distribution to the Indemnifying Stockholders pursuant to this paragraph the Escrow Agent has not received from the Buyer written notice of the resolution of the anticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date (A) the amount specified in such certificate and distribute such amount of all cash received, including investment earnings thereon, from the proceeds of the sale of that number of Escrow Shares having a Value, (B) the number of Escrow Shares as having a Value, or (C) any combination thereof, equal to the account aggregate amount of the Administrative Agent on behalf claims set forth in each Claim Notice and estimated damages set forth in each Expected Claim Notice (such aggregate amount, as set forth therein, the "Claimed Amount"), -7- up to the total number of the Lenders pursuant to Escrow Shares and/or the wire instructions attached hereto as Schedule V.total amount of other Escrow Property then held hereuner. Any Escrow Property so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) above. (c) Promptly upon receipt Any distribution of all or a certificate signed by an officer portion of the Borrower (i) certifying that no further amounts are or Escrow Shares to the Indemnifying Stockholders shall at any time be made by delivery of stock certificates to the transfer agent of the Buyer duly endorsed and with instruction for transfer and delivery, as provided in the future first sentence of Section 3(b) above, and any distribution of other Escrow Property shall be required to be prepaid to the Administrative Indemnifying Stockholders at their respective addresses provided in Section 10 hereof, in each case in accordance with (as nearly as practicable) their respective Percentage Interests; provided, however, that the Escrow Agent on behalf shall withhold the -------- ------- distribution of the Lenders portion of the Escrow Property otherwise distributable pursuant to Section 5.2(b3(b) above to an Indemnifying Stockholder who has not, according to a written notice provided by the Buyer to the Escrow Agent, prior to such distribution, surrendered pursuant to the terms of the Underlying Merger Agreement his, her or its stock certificates formerly representing shares of stock of the Company; and (ii) specifying provided further that Attachment A shall be appropriately revised -------- ------- by the amount of such disbursement, Buyer by written notice to the Escrow Agent will cause in the release event the Buyer deposits Additional Shares with the Escrow Agent following the date of this Agreement. Any withheld Escrow Property shall be delivered to the Buyer or the transfer agent of the Buyer, as the case may be, promptly after the Termination Date, and shall be delivered by the Buyer or the transfer agent of the Buyer, as the case may be, to the Indemnifying Stockholders to whom such cash or shares would have otherwise been distributed upon surrender of their Company stock certificates. Upon receipt of Escrow Property in Shares endorsed for transfer and with instructions from the amount specified in Escrow Agent for distribution to Indemnifying Stockholders so provided above, the transfer agent of the Buyer shall make such certificate and distribute such amount distributions to the account Indemnifying Stockholders by mailing stock certificates to such holders at their respective addresses shown on Attachment A (or such other address as ------------ may be provided in writing to the transfer agent of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made Buyer by the Escrow Agent as promptly as possible after or by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Stockholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided that the Indemnification Representative shall have the authority to effect the rounding in such a manner that the total number of whole Escrow Shares to be distributed equals the number of Escrow Shares then held in the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructionsAccount).

Distribution of Escrow Property. Subject to Sections 2 and 3 of the InstructionsSection 1.2(e), the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Promptly upon receipt The Escrow Agent will only release the Escrow Property in the cases specifically provided for in this Section 1.4. (b) Upon the satisfaction of a certificate the following conditions, the Company will promptly deliver an officers’ certificate, substantially in the form attached as Exhibit A hereto and signed by an officer two Authorized Persons (as defined in Section 3.1 hereof) of the Borrower (i) certifying that (x) Company, to each of the conditions in Article VII Initial Purchasers, the Trustee and the Escrow Agent, confirming and evidencing that all of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, following conditions have been met or substantially will be satisfied concurrently with the release of the Escrow Property will be(the “Escrow Officers’ Certificate”): (i) all conditions precedent to the consummation of the Acquisition set forth in the Purchase and Sale Agreement have been satisfied or, satisfied or subject to clause (iv) below, waived; (ii) the North America ABL Facility, the Intercreditor Agreement and the German Factoring Facility shall have been entered into on terms consistent with those described in the Offering Circular; (iii) Signature shall have contributed at least $175.0 million (less the amount, if any, of up to $60.0 million of the preferred equity of Signature issued to Aleris Corporation (x) as a portion of the consideration for the Acquisition pursuant to the Purchase and Sale Agreement (the “Seller Preferred Consideration”)) and (y) pursuant to the Backstop Agreement (the “Aleris Backstop Commitment”)) of cash (and in no event less than 30% of the pro forma capitalization of the Company after consummation of the Acquisition (including up to $60.0 million of such Seller Preferred Consideration and the Aleris Backstop Commitment in such calculation as if it were issued by Signature for cash and contributed in cash to Holdings in the form of common equity capital of Holdings)) to the common equity capital of Holdings, which net proceeds Holdings shall have contributed to the common equity capital of the Company (the amount so contributed to the common equity capital of the Company prior to or concurrently with the release of the Escrowed Property, the “Equity Contributions”); (a) the Acquisition will be consummated substantially simultaneously with the release of the Escrowed Property, in all material respects in accordance with the terms of the Purchase and Sale Agreement as described in the Offering Circular and (b) no provision of the Purchase and Sale Agreement shall have been amended or waived or modified in a manner materially adverse to the holders of the Notes, as determined in good faith by Real Alloy Holding, Inc., without the consent of the holders of a majority in principal amount of the Notes outstanding; provided that the granting of any consent under the Purchase and Sale Agreement that is not materially adverse to the interests of the holders of the Notes, as determined in good faith by Real Alloy Holding, Inc., will not otherwise constitute an amendment, modification or waiver; (v) Real Alloy Holding, Inc. and the Subsidiary Guarantors shall have, by supplemental indenture effective upon the release of the Escrow Property, become, or concurrently with the release of the Escrow Property released on such date will be used shall become, parties to repay Indebtedness incurred under the First Lien First Out Facilities at par (Indenture and any accrued Real Alloy Holding, Inc. and unpaid interest due thereon), (z) no event each of default under the Underlying Agreement Subsidiary Guarantors shall have occurred or concurrently with the release of the Escrow Property shall become party to the Security Documents and be continuing Intercreditor Agreement; and (or would result therefromvi) the Initial Purchasers shall have received (a) legal opinions from (i) Cxxxxxx & Mxxxxx, counsel to the Company, Holdings and certain of the Subsidiary Guarantors substantially in the form attached hereto as Exhibit C, (ii) specifying the amount of such disbursementBxxxxx, the Escrow Agent will cause the release of Escrow Property local counsel to Real Alloy Mexico Holdco S. de R.X. de C.V. in Mexico substantially in the amount specified in such certificate and distribute such amount to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant to the wire instructions form attached hereto as Schedule IV. The Borrower may deliver such certificate multiple times. Exhibit D, (iii) Lxxxxx & Xxxxxxx XXX, U.K. counsel to the Initial Purchasers substantially in the form attached hereto as Exhibit E and (iv) Lxxxxx & Wxxxxxx LLP, German counsel to Initial Purchasers substantially in the form attached hereto as Exhibit F and (b) Promptly upon receipt of a certificate signed by an officer customary officers’ certificates from each of the Borrower (i) certifying that Issuer and the release Guarantors in form and substance to be agreed at the time of Escrow Property will comply with Section 5.2(b) execution of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders pursuant to the wire instructions attached hereto as Schedule V.this Agreement. (c) Promptly upon receipt of a certificate signed (1) the Escrow Officers’ Certificate from the Company and (2) written confirmation by an officer each of the Borrower (i) certifying that no further amounts are or shall at any time Trustee and the Initial Purchasers of their respective receipt of the same in the future be required form attached to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementEscrow Officers’ Certificate, the Escrow Agent will cause the release liquidate all investments of Escrow Property in the amount specified in such certificate then held by it and distribute such amount to the account release all of the Borrower pursuant Escrow Property as follows (it being understood that if a direction to liquidate the wire instructions attached hereto as Schedule VI. Any payments will investments is not previously given, there may be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, more than one (1) Business Day delay between liquidating the investments and releasing the Escrow Property): (i) first, to Gxxxxxx, Sachs & Co., on behalf of the Initial Purchasers, pursuant to wire instructions provided by Gxxxxxx, Sxxxx & Co., $6,100,000.00 (such amount, the “Purchasers’ Fees”); (ii) second, pursuant to wire instructions to a single entity to be provided by the Company to the Escrow Agent in writing, such amounts as may be specified by the Company to pay a portion of the purchase price for the GRSA Entities pursuant to the Purchase and Sale Agreement; (iii) third, to the Escrow Agent, an amount in cash equal to amounts owing to the Escrow Agent in respect of unpaid fees and expenses of the Escrow Agent, if any, hereunder; and (iv) fourth, to or as directed in writing by the Company to a single entity, any Escrow Property remaining after distributions in clauses (c)(i), (ii) and (iii) above, by wire transfer of immediately available funds. (d) If (i) the Acquisition is not consummated on or prior to the date that is three Business Days prior to the Initial Outside Date (or the Final Outside Date if the Outside Date Extension Election will have been made by the Company) (such date “Escrow End Date”), (ii) at any time prior to the Escrow End Date, the conditions contained in Section 1.4(b) have not been satisfied, (iii) at any time prior to the Escrow End Date, the Purchase and Sale Agreement is terminated or (iv) the Initial Outside Date is not extended pursuant to the terms of an Outside Date Extension Election described in Section 1.1(b), the Company shall deliver a notice (the “Special Redemption Notice”), substantially in the form of Exhibit B hereto, within three Business Days following delivery the events described in (i), (ii), (iii) or (iv) and in no event later than three Business Days prior to the applicable Outside Date to the Trustee and the Escrow Agent, and the Escrow Agent shall liquidate all investments and release all of the Escrow Property on the applicable Outside Date or the earlier date specified in the Special Redemption Notice as follows: (i) first, to Gxxxxxx, Sachs & Co., on behalf of the Initial Purchasers, pursuant to wire instructions provided by Gxxxxxx, Sxxxx & Co., the Purchasers’ Overfund; (ii) second, to the Trustee, an amount in cash equal to amounts owing to the Trustee in respect of fees and expenses of the Trustee under the Indenture; and (iii) third, to the Paying Agent under the Indenture, all remaining Escrow Property to be used for payment to the holders of the Notes in accordance with Section 3.09 of the Indenture (the “Special Mandatory Redemption”) and thereafter to be distributed in accordance with Article VI of the Indenture; such release of Escrow Property to the Paying Agent under the Indenture will be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.6(b) hereof. (e) If the Escrow Agent receives a written notice and instruction from the Trustee that the principal amount of and accrued and unpaid interest on the Notes has become immediately due and payable pursuant to Article VI of the Indenture, then the Escrow Agent will, within one Business Day after receipt of such instructionswritten notice and instruction from the Trustee, liquidate all Escrow Property then held by it and as promptly thereafter release all of the Escrow Property as follows: (i) first, to Gxxxxxx, Sachs & Co., on behalf of the Initial Purchasers, pursuant to wire instructions provided by Gxxxxxx, Sxxxx & Co., the Purchasers’ Fees; (ii) second, to the Trustee, an amount in cash equal to amounts owing to the Trustee in respect of fees and expenses of the Trustee under the Indenture; and (iii) third, to the Paying Agent under the Indenture, all remaining Escrow Property to be used for payment to the holders of the Notes, an amount in cash sufficient to pay such accelerated principal amount and interest, if any, thereon, and thereafter to be distributed in accordance with Article VI of the Indenture. (f) Unless the Company will have made the Outside Date Extension Election, if at any time prior to the Initial Outside Date the Escrow Property has an aggregate market value (determined by the Company using publicly available sources) in excess (the “Excess Amount”) of the maximum amount that may be required to be paid (a) pursuant to clauses (d)(i) and (d) ii) of Section 1.4 hereof, to the extent such amounts have not previously been paid, and (b) for the redemption of the Notes at a redemption price equal to 101% of the initial offering price of the Notes plus accrued and unpaid interest thereon from the Issue Date to (but not including) the Initial Outside Date , the Escrow Agent may release Escrow Property, to the extent of such Excess Amount, to the Company at the option of the Company upon receipt of a written instruction therefor from an Authorized Person of the Company; provided, however, if the Company will have made the Outside Date Extension Election, the Excess Amount shall be the excess market value of the Escrow Property over the maximum amount that may be required to be paid (a) pursuant to clauses (d)(i) and (d)(ii) of Section 1.4 hereof, to the extent such amounts have not previously been paid, and (b) for the redemption of the Notes at a redemption price equal to 101% of the initial offering price of the Notes plus accrued and unpaid interest thereon from the Issue Date to (but not including) the Final Outside Date.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:: Reference is made to the Agreement and Plan of Merger, dated as of February ___, 2010, by and among the AMICAS, Inc., Merge Healthcare, Incorporated and Project Ready Corp. (the “Merger Agreement”) in the form executed by Merge Healthcare, Incorporated and Project Ready Corp. and delivered to the Company on or about the date hereof. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. (a) The Escrow Property will be distributed to Company under certain circumstances pursuant to Article VII of the Merger Agreement; (b) The Escrow Property will be distributed to the Parent upon delivery to the Paying Agent of cash in U.S. dollars sufficient to pay the remaining balance of the aggregate Offer Price for all accepted shares of Company Common Stock; (c) The Escrow Property will be distributed to the Depositor upon certain circumstances and upon any termination of the Merger Agreement other than in the circumstances described in clause (a) above; and (d) The Escrow Property will be distributed to the Depositor if the Merger Agreement is not executed by the Company promptly following the termination of the Notice Period (as defined in the existing Agreement and Plan of Merger). Promptly upon receipt following the occurrence of one of these events, the Depositor or the Company, as the case may be, shall provide to the Escrow Agent and the other party a certificate signed by of an officer of the Borrower (i) certifying that (x) each of Depositor or the conditions Company, as the case may be, to such effect in Article VII of the Underlying Agreement and in Section 6.2 of form attached as Exhibit A hereto and, unless the Fifth Amendment and Waiver other party has delivered notice to the Credit Agreement, dated August 12, 2016 Escrow Agent within two (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”2) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on Business Days thereafter contesting such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursementinstructions, the Escrow Agent will cause the release of Escrow Property in the amount specified in shall be entitled to rely on such certificate and distribute such amount to in making the account of the First Lien Administrative Agent on behalf of the First Lien Lenders distributions required pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple timesthis Section 3. (b) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders pursuant to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Promptly upon To the extent there is a Working Capital Deficit on the Final Closing Statement, as determined pursuant to Section 3.8 of the Underlying Agreement, then within two (2) business days following receipt of a certificate signed disbursement notice executed by an officer the Interested Parties substantially in the form of the Borrower (i) certifying that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred and be continuing (or would result therefrom) and (ii) specifying the amount of such disbursementExhibit A hereto, the Escrow Agent will cause shall disburse to the release of Escrow Property in Depositor the amount specified set forth in such certificate and distribute such amount to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders disbursement notice pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple timesset forth therein. (b) Promptly Twenty five percent (25%) of the Escrow Property remaining after eighteen (18) months following the date hereof (the “Initial Escrow Period”) shall be released to Party B upon receipt of a certificate signed disbursement notice executed by an officer the Interested Parties substantially in the form of the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementExhibit A hereto, the Escrow Agent will cause the release of Escrow Property in shall disburse the amount specified set forth in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders disbursement notice pursuant to the wire instructions attached set forth therein; provided however that if the Escrow Agent has received a letter of claim (“Indemnity Claim”) in the form of Exhibit B hereto from the Depositor on or before midnight on the expiration of the Initial Escrow Period (which Indemnity Claim remains unresolved at such time), such amount as Schedule V.set forth in the Indemnity Claim shall remain in the Escrow Account and the amounts not in dispute, if any, shall be released to Party B upon the expiration of the Initial Escrow Period. (c) Promptly All Escrow Property remaining after thirty-six (36) months following the date hereof (the “Full Escrow Period”) shall be released to Party B upon receipt of a certificate signed disbursement notice executed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time Interested Parties substantially in the future be required to be prepaid to the Administrative Agent on behalf form of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementExhibit A hereto, the Escrow Agent will cause the release of Escrow Property in shall disburse the amount specified set forth in such certificate and distribute such amount to the account of the Borrower disbursement notice pursuant to the wire instructions attached hereto set forth therein; provided however that if the Escrow Agent has received an Indemnity Claim from the Depositor on or before midnight on the expiration of the Full Escrow Period (which Indemnity Claim remains unresolved at such time), such amount as Schedule VI. Any payments will set forth in the Indemnity Claim shall remain in the Escrow Account and the amounts not in dispute, if any, shall be made released to Party B upon the expiration of the Full Escrow Period. (d) The aggregate amount of the Escrow Property not released by the Escrow Agent due to unresolved Indemnity Claims as promptly of the expiration of the Initial Escrow Period or the Full Escrow Period, as possible after the case may be, shall continue to be held by the Escrow Agent verifies and not released to Party B until the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed earlier of (i) if such time as delivery to the applicable instructions are provided at Escrow Agent of a final adjudication (including appeals) in favor of Party B by a court of competent jurisdiction or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwiseagreement by the Depositor and Party B as to a disbursement of the Escrow Property to Party B evidenced by delivery to the Escrow Agent of a disbursement notice executed by the Interested Parties substantially in the form of Exhibit A hereto. (e) To the extent the Depositor sends an Indemnity Claim to the Escrow Agent and Party B, one the Escrow Agent shall not disburse to the Depositor the amount set forth in such Indemnity Claim, or any other amount, until it receives either (1i) Business Day following delivery a disbursement notice executed by the Depositor and Party B substantially in the form of such instructionsExhibit A hereto or (ii) a final adjudication (including appeals) in favor of Depositor by a court of competent jurisdiction.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the InstructionsSection I.1(c), the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Promptly upon receipt The Escrow Agent will only release the Escrow Property in the cases specifically provided for in this Section I.3. (b) Upon the satisfaction of a certificate signed the following conditions (which will be evidenced by an officer of Officer’s Certificate from the Borrower (i) certifying that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver Company to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. Trustee and the lenders party thereto (Escrow Agent substantially in the “First Lien Lenders”) has beenform attached hereto as Exhibit A confirming that the these conditions have been met, the Escrow Agent will release the Escrow Property to the Company: 1. the Merger shall have been consummated in accordance with the Merger Agreement prior to, or substantially concurrently with will be consummated immediately following, the release of the Escrow Property to the Company from the Escrow Account; 2. i2 and each other Domestic Subsidiary of the Company resulting from the Merger that is not an Immaterial Subsidiary shall have executed, or will execute immediately following the Merger, a supplemental indenture, whereby they have or will fully and unconditionally guarantee(d) the Notes; 3. the Escrow Property will be, satisfied or waived, (y) be applied substantially in the Escrow Property released on such date will be used to repay Indebtedness incurred manner described under the First Lien First Out Facilities at par caption “Sources and Uses of Funds” in the Offering Circular, including without limitation, to pay the consideration in connection with the Merger; 4. no Event of Default (and any accrued and unpaid interest due thereon), (zas defined in the Indenture) no event of default under the Underlying Agreement shall will have occurred and be continuing (or would result therefrom; and 5. the Trustee shall have received, or will receive immediately following the Merger, such certificates and legal opinions as are required pursuant to the Indenture. The Officer’s Certificate shall designate the date on which the Company elects to receive payment of the Escrow Property (the “Payment Date”); provided that if the Officer’s Certificate from the Company is delivered to the Escrow Agent after 10:00 a.m. New York City time on a Business Day, then the Payment Date shall be at least one Business Day after the date the Officer’s Certificate is delivered to the Escrow Agent. All delivery of Escrow Property will be subject to the Escrow Agent’s ability to liquidate the investments in which the Escrow Property is invested as soon as possible upon receipt of such Officer’s Certificate. (c) If the Escrow Agent has not received an Officer’s Certificate from the Company certifying that conditions contained in clause (b) have been satisfied on or prior to May 4, 2010 (the “Deadline”), the Trustee shall notify the Escrow Agent that a Redemption Event (as defined below) has occurred. (d) If the Escrow Agent receives a written notice from either the Trustee or the Company that: (i) the principal amount of and accrued and unpaid interest on the Securities has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”), or (ii) specifying the Company is redeeming, including pursuant to the Special Mandatory Redemption provisions contained in Section 3.08 of the Indenture, or repurchasing Securities pursuant to the terms of the Indenture (a “Redemption Event”), then the Escrow Agent will liquidate all Escrow Property then held by it, and the Escrow Agent will release to the Trustee for payment to the holders of the Securities the amount of Escrow Property sufficient to pay such disbursementaccelerated, redeemed or repurchased principal amount, as applicable, and interest, if any, thereon (A) in the case of an Acceleration Event, within one Business Day after receipt of such written notice from the Trustee or (B) in the case of a Redemption Event, not less than three Business Days after, but in any event within five Business Days after receipt of such written notice. In the event of a release under this clause (e), the Escrow Property will be applied, first, to amounts owing to the Trustee and the Escrow Agent in respect of fees and expenses of the Trustee and the Escrow Agent incurred in accordance with Section I.6 of this Agreement and second, to the Trustee for payment to the holders of the Securities to the full extent of all obligations under the Indenture and the Securities. Following such release and application, the Escrow Agent will cause the release of all remaining Escrow Property Property, if any, as directed in the amount specified in such certificate and distribute such amount to written instructions from the account of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple timesCompany. (b) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders pursuant to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructions.

Distribution of Escrow Property. Subject to Sections 2 and 3 of the Instructions, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Promptly upon receipt of In the event that the Mergers will be consummated, the Depositors shall deliver a certificate signed by an officer written notice (a "Merger Notice") to each of the Borrower Trustee and the Escrow Agent on or before October 31, 2005, instructing the Escrow Agent to release to the Depositors all of the Escrow Property. The following materials shall accompany such notice: (i) an Officer's Certificate from the Depositors certifying that that: 1. the Mergers are ready to be consummated and, in connection therewith, the Depositors will be entering into the Senior Credit Facility (xas defined in the Indenture) on or before October 31, 2005 in substantially the manner described in the offering memorandum relating to the Notes dated September 21, 2005 (the "Offering Memorandum"); 2. following the release of the Escrow Property, such Escrow Property will be applied by the Depositors to fund the Mergers substantially as summarized in the Offering Memorandum; and 3. no Default or Event of Default has occurred and is continuing. (ii) a copy of the executed counterparts of a supplemental indenture (the "Supplemental Indenture") substantially in the form of Exhibit B hereto, pursuant to which each of the conditions EB Guarantors (as defined in Article VII the Purchase Agreement) guarantees the Depositors' obligations under the Indenture and the Notes (the "EB Guarantees") and the EB Guarantors will become parties to the Indenture; (iii) an executed counterpart of a joinder agreement (the "Joinder Agreement") substantially in the form of Exhibit C hereto, pursuant to which the EB Guarantors shall become parties to the Purchase Agreement and the Registration Rights Agreement (as defined in the Purchase Agreement); and (iv) one or more opinions from counsel for the EB Guarantors, reasonably satisfactory to the Representatives (as defined in the Purchase Agreement) relating to authorization, execution and delivery of the Underlying Agreement Joinder Agreement, authorization, execution and delivery and enforceability of the Supplemental Indenture, and authorization, execution and delivery and enforceability of the EB Guarantees. A. specified in Section 6.2 6(a)(i) hereof and (iii) the fee payable to Citigroup Global Markets Inc. specified in Section 6(a)(ii) hereof. The Escrow Agent shall have no duty or obligation to review the content of the Fifth Amendment and Waiver to the Credit Agreementitems referenced in clauses (i) through (iv) above, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) the Escrow Property released on such date will be used to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon), (z) no event of default under the Underlying Agreement shall have occurred no responsibility for their validity or sufficiency, and shall be continuing (or would result therefrom) and (ii) specifying entitled to rely conclusively upon the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account written direction of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple timesDepositors without further inquiry. (b) Promptly upon In the event that the Notes are to be redeemed pursuant to a Special Mandatory Redemption, the Depositors shall, at least two (2) Business Days prior to the Special Mandatory Redemption Date (as defined below), deliver a written notice (a "Redemption Notice") to each of the Trustee and the Escrow Agent setting forth the redemption price (the "Special Mandatory Redemption Price") and the date on which such Notes will be redeemed (the "Special Notice Redemption Date"). Upon receipt of a certificate signed by an officer of the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementRedemption Notice, the Escrow Agent will cause shall: (i) liquidate all Escrow Property then held by it no later than the Business Day prior to the Special Mandatory Redemption Date; and (ii) on or before 10:00 a.m. on the Special Mandatory Redemption Date, release and deliver to the Trustee, net of any outstanding expenses (including attorneys' fees) payable to the Escrow Agent, the amount of Escrow Property in the amount specified in such certificate and distribute such amount equal to the account of the Administrative Agent on behalf of the Lenders pursuant Special Mandatory Redemption Price (to the wire instructions attached hereto as Schedule V.extent available), and promptly following such release, the Escrow Agent shall release any remaining Escrow Property to the Depositors. (c) Promptly upon receipt of Notwithstanding Sections 4(a) and 4(b) above, if the Escrow Agent receives a certificate signed by written notice (an officer of "Acceleration Notice") from the Borrower (i) certifying Trustee that no further amounts are or shall at any time in the future be required to be prepaid to principal amount of, and accrued and unpaid interest on, the Administrative Agent on behalf of the Lenders Notes has become immediately due and payable pursuant to Section 5.2(b) 6.02 of the Underlying Agreement and Indenture (ii) specifying the amount of such disbursementan "Acceleration Event"), the Escrow Agent will cause the release of shall liquidate all Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made then held by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions in accordance with the procedure set forth on Schedule II, which in no case shall exceed (i) if the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end of the same Business Day on which the instructions were delivered and (ii) otherwise, it within one (1) Business Day following delivery after it receives such Acceleration Notice, and shall release to the Trustee, net of such instructionsany outstanding fees and expenses (including attorneys' fees) payable to the Escrow Agent, the amount of Escrow Property as specified by the Trustee in the Acceleration Notice (to the extent available) for payment of the Notes. The Escrow Agent shall release all remaining Escrow Property to the Depositors.

Distribution of Escrow Property. Subject to Sections 2 and 3 3.1 Unless Escrow Agent shall have received an Objection Notice (as hereinafter defined), within five business days after the latest date that either Escrow Agent or HBI shall have received a notice (a "Distribution Notice") from Medarex that an Event of Default shall have occurred under the terms of the InstructionsNote, or such other date upon which Medarex and HBI may mutually provide to Escrow Agent in writing (the "Distribution Date"), Escrow Agent shall distribute the Escrow Property to Medarex. 3.2 Unless the Escrow Agent shall have received an Objection Notice (as defined herein), within five business days after the Escrow Agent shall have received an Expiration Notice, the Escrow Agent is directed to hold and shall distribute the Escrow Property in the following manner:to HBI. (a) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that (x) each of the conditions in Article VII of the Underlying Agreement and in Section 6.2 of the Fifth Amendment and Waiver 3.3 If either Medarex or HBI desires to the Credit Agreement, dated August 12, 2016 (the “Fifth Amendment”), among the Borrower, JPMorgan Chase Bank, N.A. (the “First Lien Administrative Agent”), Bank of America, N.A. and the lenders party thereto (the “First Lien Lenders”) has been, or substantially concurrently with the release of Escrow Property will be, satisfied or waived, (y) object to having the Escrow Property released on from escrow, then such date will party shall give written notice to such effect to Escrow Agent with a copy to the other party ("Objection Notice") setting forth with particularity the reasons Escrow Agent should not release the Escrow Property from escrow; provided, however, notwithstanding anything provided in this Escrow Agreement to the contrary, the sole grounds to object to the release of the Escrow Property shall be used to repay Indebtedness incurred under a dispute regarding the First Lien First Out Facilities at par facts underlying the payment or conversion of the Notes. 3.4 If Escrow Agent receives an Objection Notice, Escrow Agent shall retain the Escrow Property until it receives either of the following: (i) written instructions signed by Medarex and any accrued and unpaid interest due thereon), (z) no event of default under HBI setting forth that the Underlying Agreement Escrow Property shall have occurred and be continuing (delivered as specified in such instructions or would result therefrom) and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the First Lien Administrative Agent on behalf of the First Lien Lenders pursuant to the wire instructions attached hereto as Schedule IV. The Borrower may deliver such certificate multiple times. (b) Promptly upon receipt a final order of a certificate signed by an officer court of the Borrower (i) certifying that the release of Escrow Property will comply with Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursementcompetent jurisdiction, the Escrow Agent will cause the release of Escrow Property or other final resolution in the amount specified in such certificate and distribute such amount to the account of the Administrative Agent on behalf of the Lenders pursuant to the wire instructions attached hereto as Schedule V. (c) Promptly upon receipt of a certificate signed by an officer of the Borrower (i) certifying that no further amounts are or shall at any time in the future be required to be prepaid to the Administrative Agent on behalf of the Lenders pursuant to Section 5.2(b) of the Underlying Agreement and (ii) specifying the amount of such disbursement, the Escrow Agent will cause the release of Escrow Property in the amount specified in such certificate and distribute such amount to the account of the Borrower pursuant to the wire instructions attached hereto as Schedule VI. Any payments will be made by the Escrow Agent as promptly as possible after the Escrow Agent verifies the payments instructions writing determined in accordance with an alternative dispute resolution procedure specified by Medarex and HBI, setting forth to whom the procedure set forth on Schedule IIEscrow Property shall be delivered. In the event a court of competent jurisdiction or other forum specifically finds as part of its final order that a party has acted in bad faith said party shall be liable for and shall pay to the other party its reasonable attorney fees, which in no case shall exceed (i) if costs and expenses with respect to such resolution. 3.5 Upon the applicable instructions are provided at or prior to 9:30 a.m. Eastern time, the end occurrence of any of the events requiring Escrow Agent to deliver the Escrow Property, Escrow Agent shall be permitted to deliver same Business Day on which within such period of time as reasonably practicable under all of the instructions were delivered and (ii) otherwise, one (1) Business Day following delivery of such instructionscircumstances.