Common use of Escrow Fund Clause in Contracts

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewithAt the Closing, Parent, the Stockholder Representative Seller and the Escrow Agent Purchaser shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to create an escrow fund (the "“Escrow Fund"”) for by depositing with JPMorgan Chase Bank, National Association or another commercial bank mutually acceptable to Seller and Purchaser (the purposes of securing the payment of the indemnification obligations of the Company Stockholders “Escrow Agent”), pursuant to Article VI. Parent shall deposit into such an escrow agreement substantially in the form of Exhibit C (the “Escrow Fund promptly following Agreement”), an amount of cash equal to the Closing the Aggregate Escrow Amount. The Merger Consideration payable On the date that is twelve (12) months after the Closing Date (such date, the “Escrow Release Date”), subject to the Company Stockholders at provisions of the Closing but for this Section 2.3(d) Escrow Agreement, Purchaser and Seller shall be reduced by jointly instruct the Escrow Agent to promptly pay to Seller an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of amount remaining in the Escrow Fund in accordance with minus any amounts subject to a claim for indemnification by the Purchaser Indemnified Parties (as hereinafter defined) on the Escrow AgreementRelease Date pursuant to Section 11.2. Thereafter, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from promptly, but in no event later than five (5) Business Days following the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount final determination of any indemnification obligationspayments pursuant to Section 11.2 owed to Purchaser, and the payment thereof pursuant to Section 11.7, Purchaser and Seller shall jointly instruct the Escrow Agent to promptly pay to Seller all amounts remaining in the Escrow Fund. Notwithstanding anything to the contrary contained herein, no amounts actually paid by the Escrow Agent in connection with a claim pursuant to Section 2.3 to a Purchaser Indemnified Party out of the Interim Period Escrow Fund, if any, shall be payable pursuant to Article VI, paid from the Escrow Fund. The adoption this Section 2.2 out of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith(a) As soon as practicable after the Effective Time, Parent, the Stockholder Representative and Parent shall cause to be delivered to the Escrow Agent shall have executed and delivered a certificate or certificates representing the Escrow Shares. The term “Escrow Shares” means an escrow agreement in form satisfactory to both aggregate of 1,500,000 shares of Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada Common Stock plus any shares as may be issued upon any stock split, stock dividend or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") similar recapitalization with respect to an escrow fund such shares. The Escrow Shares allocable to each Company Stockholder shall be equal to the aggregate number of Escrow Shares multiplied by a fraction the numerator of which is the number of shares of Parent Common Stock issuable to each such Company Stockholder pursuant to the Merger and the denominator of which is the aggregate number of shares of Parent Common Stock issuable to all Company Stockholders pursuant to the Merger. Notwithstanding the foregoing, no shares of Parent Common Stock will be deposited into the Escrow Fund with respect to Dissenting Shares (and the "shares of Parent Common Stock issuable with respect to such Dissenting Shares shall not be included in the foregoing calculation) unless and until the Company Stockholder shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment under the Delaware Code, as the case may be, with respect to such Dissenting Shares. The Escrow Shares, together with any and all income and proceeds thereon, shall be referred to hereinafter as the “Escrow Fund") for .” The Escrow Fund shall be available to compensate the purposes of securing the payment of Parent Indemnitees pursuant to the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundIndemnitors.

Escrow Fund. Concurrently herewith, ParentAs security for the indemnity provided for in Section 8.2 hereof, the Stockholder Representative and the Escrow Certificates shall be deposited by Acquiror in an escrow account with The Chase Manhattan Bank (or other mutually acceptable institution) as Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect ), as of the Effective Time, such deposit to constitute an escrow fund (the "Escrow Fund") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as terms set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval provisions of an Escrow Agreement to be executed and delivered pursuant to Section 5.16. Upon compliance with the terms hereof and subject to the provisions of this Article VIII, Acquiror and the Surviving Corporation shall be entitled to obtain indemnity from the Escrow Fund for Damages covered by the indemnity provided for in Section 8.2 of this Agreement. Any and all distributions of Acquiror Common Stock issued in respect thereof (including, without limitation, any shares issued pursuant to any stock dividend, stock split, reverse stock split, combination or reclassification thereof) shall be the property of the transactions contemplated hereby, including Principal Stockholder and shall be deposited with the Merger, Escrow Agent. Cash dividends or other property distributed in respect of Acquiror Common Stock shall be delivered to Principal Stockholder and shall not be deposited with or retained by the stockholders of Company Escrow Agent. The Principal Stockholder shall constitute approval of be entitled to exercise any and all voting and other consensual rights pertaining to the Acquiror Common Stock held in the Escrow Agreement and all arrangements related thereto, including Fund (the depositing "Escrow Shares") or any part thereof for any purpose not inconsistent with the terms of the Aggregate Escrow Amount into the Escrow Fundthis Agreement.

Escrow Fund. Concurrently herewith, ParentThe Purchaser shall deposit an amount of Three Million Three Hundred and Ten Thousand U.S. Dollars (US$ 3,310,000) of the Purchase Price in cash (the “Escrowed Cash”) and in Redeemable Ordinary A Shares of the Purchaser (out of the Consideration Shares) (the “Escrowed Shares” and together with the Escrowed Cash, the Stockholder Representative “Escrow Amount”) at the Closing into an escrow account, based on the allocation between Escrowed Cash and Escrowed Shares as set forth in the Waterfall, provided that the portion of the Escrowed Shares shall not exceed the pro rata shares of the Consideration Shares out of the Purchase Price, where the cash portion thereof shall bear interest (the “Escrow Fund”) with the Escrow Agent, to be held by the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with and subject to the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption provisions of this Agreement and the approval escrow agreement in the form attached as Schedule 2.8 hereto (the “Escrow Agreement”) to secure the Indemnified Parties’ right to indemnification in accordance with Section 10 below and for payment to the Purchaser if the Aggregate Purchase Price Adjustment is lower than the Estimated Aggregate Purchase Price Adjustment, in accordance with Section 2.7. The allocation between Escrowed Cash and Escrowed Shares is determined with respect to each Executing Shareholder, as notified prior to the date hereof, and with respect to any Non-Executing Shareholder – to the extent that such shareholder signs a joinder to this Agreement prior to Closing, in accordance with the instructions set forth therein, and to the extent no such joinder was signed, or such Non-Executing Shareholder did not provide written request to receive Consideration Shares, then solely from cash. The Escrow Amount shall be contributed by each Indemnifying Party as set forth in the Waterfall (and, accordingly, if released to the Indemnifying Parties, released on a pro-rata basis in accordance with such Waterfall). The release of the transactions contemplated herebyremaining amounts in the Escrow Fund (except such amounts as are subject to pending Claims under the Escrow Agreement) to the Paying Agent or the 102 Trustee, including as applicable for further distribution to the Merger, by Indemnifying Parties will occur on the stockholders eighteen (18) month anniversary of Company shall constitute approval the Closing subject to the terms of the Escrow Agreement; provided that in the event of any conflict between this Agreement and all arrangements related theretothe Escrow Agreement, including the depositing terms of this Agreement will prevail. In addition, the Purchaser shall deposit the Expense Fund with the Escrow Agent in the accordance with Section 4.6 below and the terms of the Aggregate Escrow Agreement. For the avoidance of doubt, the Expense Fund is addressed in the Escrow Agreement for convenience purposes and the Purchaser shall have no liability in connection therewith. The fees and expenses associated with the services of the Escrow Agent shall be borne solely and completely (100%) by the Purchaser. Notwithstanding the above, in lieu of depositing any amounts in respect of the Escrow Fund on account of the Retained Sellers’ portion of the Purchase Price, it is agreed that such percentage out of the Retained Holdback Amount that corresponds to the retained Sellers’ portion of the Escrow Amount into (the “Heldback Escrow”) shall serve to secure the Indemnified Parties’ right to indemnification in accordance with Section 10 below and for payment to the Purchaser if the Aggregate Purchase Price Adjustment is greater than the Estimated Aggregate Purchase Price Adjustment, in accordance with Section 2.7, and in case of any claims against the Escrow, the portion of the Heldback Escrow that is held by the Purchaser shall be deemed to have been claimed against as well on a pro-rata basis together with any amounts and Consideration Shares in the Escrow Fund, and it will be payable to the Retained Sellers subject to the terms of the Holdback Agreement, only when and if such amount is eligible for release pursuant to the terms of the Escrow Agreement. Such Heldback Escrow shall not be deposited with the Escrow Agent.

Escrow Fund. Concurrently herewith(A) As soon as reasonably practicable after the Closing, but in no event later than one Business Day following Closing, Parent shall, or shall cause the Payment Agent to, transfer, by wire transfer of immediately available funds, the Escrow Amount to the Escrow Agent to hold in trust as an escrow fund (the “Escrow Fund”), under the terms of this Agreement and the Escrow Agreement. Upon deposit of the Escrow Amount with the Escrow Agent in accordance with the preceding sentence, Parent shall be deemed to have contributed on behalf of each Company Indemnitors its, his or her Pro Rata Portion of the Escrow Amount to the Escrow Fund. The parties hereto agree that, for Tax purposes only, Parent is the owner of the cash in the Escrow Fund and that all interest on or other taxable income, if any, earned from the investment of such cash in the Escrow Fund pursuant to this Agreement shall be treated for Tax purposes as earned by Parent. Furthermore, the parties acknowledge and agree that (i) the portion of the Escrow Fund payable in respect of Company Options held by Specified Optionholders is not intended to be compensation or wages, or subject to withholding as such, unless and until such portion (or any part thereof) is distributed to the Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation’s payroll processing system (net of applicable Tax withholding and deductions) and (ii) the portion of the Escrow Fund payable in respect of Company Capital Stock and Company Warrants is intended to be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Tax Law, as appropriate and if and to the extent any such portion of the Escrow Fund is actually distributed to applicable Company Indemnitors, interest may be imputed on such amount, as required by Section 483 or Section 1274 of the Code. (B) The Escrow Agreement shall be entered into at the Closing, by and among Parent, the Stockholder Stockholders’ Representative, on behalf of the Company Indemnitors, and the Escrow Agent, and shall provide Parent with recourse against the Escrow Fund with respect to the Company Indemnitors obligations under Article VIII during the period through the eighteen (18) month anniversary of the Closing Date (the “Escrow Period”), provided that if an Indemnification Claim Notice has been received by the Stockholders’ Representative and the Escrow Agent prior to the end of the Escrow Period, an amount in respect of the claims set forth in such Indemnification Claim Notice shall have executed be retained by the Escrow Agent until final resolution of such claims), subject to the terms and delivered an escrow agreement conditions set forth in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and . The proceeds in the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable shall be distributed to the Company Stockholders Indemnitors, in accordance with their applicable Pro Rata Portions, and to Parent at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as times, and upon the terms and conditions, set forth opposite each Stockholder's name on Schedule 2.3(d) heretoin this Agreement and the Escrow Agreement. Upon the termination The terms and provisions of the Escrow Fund in accordance with Agreement and the Escrow Agreementtransactions contemplated thereby are specific terms of the Merger, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from and the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The approval and adoption of this Agreement and the approval of the transactions contemplated herebyMerger by the Company Stockholders and their execution and delivery of the Company Stockholder Consent constitutes approval by such Company Indemnitors, including as specific terms of the Merger, and the irrevocable agreement of such Company Stockholders to be bound by the stockholders of Company shall constitute approval of and comply with, the Escrow Agreement and all of the arrangements related and provisions of this Agreement relating thereto, including the depositing deposit of the Aggregate Escrow Amount into the Escrow Fund, the obligations set forth in Article VIII and the appointment and sole authority of the Stockholders’ Representative to act on behalf of the Company Indemnitors, as provided for herein and in the Escrow Agreement. The Escrow Amount shall be held as a trust fund and shall not be subject to any Encumbrance, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. For any portion of the Escrow Fund released for the benefit of the Company Indemnitors, the portion of the Escrow Fund payable in respect of (1) Employee Company Options held by Specified Optionholders shall be paid to the Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions and (2) Company Capital Stock and Company Warrants shall be paid to the Payment Agent for further distribution to such recipients, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.

Escrow Fund. Concurrently herewithPromptly after the Effective Time, Parent, the Stockholder Representative and Parent shall deposit with the Escrow Agent shall have executed and delivered an escrow agreement a number of shares of Parent Common Stock represented by a single stock certificate registered in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company name of Canada or another Person mutually satisfactory to Parent and Var & Co., as nominee of the Company shall act as escrow agent (the "Escrow Agent", which together equal the Escrow Amount out of the number of shares of Parent Common Stock otherwise deliverable to the Stockholders pursuant to SECTION 1.6 hereof and shall confirm such deposit with the Escrow Agent. Such deposit of the Escrow Amount (plus any New Shares (as defined in SECTION 7.3(c)(IV) with respect to hereof) shall constitute an escrow fund (the "Escrow FundESCROW FUND") to be governed by the terms set forth herein. Such shares of Parent Common stock shall be deposited by Parent as, for the purposes of securing the payment this purpose, agent of the indemnification obligations of the Company Stockholders pursuant to Article VI. Stockholders, who shall thereupon, without any act by them, be treated as having received from Parent shall deposit into under SECTION 1.6 such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund Parent Common Stock in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's their respective Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to Portions and then as having deposited such Company Stockholder less a pro rata amount shares of any indemnification obligations, if any, pursuant to Article VI, paid from Parent Common Stock into the Escrow Fund. The adoption Escrow Fund shall be security for the indemnity obligations provided for in SECTION 7.2 hereof. The Escrow Fund shall be available to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement and the approval as of the transactions contemplated hereby, including date hereof between the Merger, by the stockholders of Company shall constitute approval of other signatories hereto. Interests in the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundFund shall be non-transferable.

Escrow Fund. Concurrently herewith, (i) Pursuant to an escrow agreement entered into on the Closing Date by and among Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act SunTrust Bank, as escrow agent (in such capacity, the "Post- Closing Escrow Agent") in substantially the form attached hereto as Exhibit E (as amended, restated or otherwise modified from time to time, the "Post- Closing Escrow Agreement"), Parent and the Stockholder Representative will appoint the Post-Closing Escrow Agent to hold and disburse the Post-Closing Escrow Fund as provided below. At the Closing, Parent shall deposit with the Post-Closing Escrow Agent (on behalf of the Junior Stockholders) an amount in cash equal to the Holdback Consideration (together with all interest or other earnings thereon, the "Post-Closing Escrow Fund"), by wire transfer of immediately available funds. The Post-Closing Escrow Fund shall be held by the Post-Closing Escrow Agent in a segregated account to serve as the sole source of payment of any adjustment to the Estimated Merger Consideration required by Section 2.4(e)(i), any indemnification obligation of the Junior Stockholders set forth in Article IX of this Agreement (except as otherwise specifically provided in Article IX), and any payment required to be made to Parent pursuant to Section 7.12(a) for Taxes attributable to any Pre-Closing Period. (ii) Subject to the terms and conditions of the Post-Closing Escrow Agreement, the Post-Closing Escrow Fund shall be disbursed by the Post-Closing Escrow Agent as follows: (A) from time to time prior to the Release Date, the Escrow Fund shall be disbursed by the Post-Closing Escrow Agent to the Parent to the extent required to pay an adjustment to the Estimated Merger Consideration under Section 2.4(e)(i) or an indemnification obligation of the Junior Stockholders under Article IX or to satisfy certain obligations for Taxes attributable to Pre-Closing Periods pursuant to Section 7.12(a); provided that such disbursement shall be made by Post-Closing Escrow Agent only upon receipt of (x) joint written instructions executed by Parent and the Stockholder Representative, (y) in the case of a disbursement requested with respect to an escrow fund indemnification claim under Article IX, a Final Award certified as such by Parent (a copy of which shall be contemporaneously delivered to the "Stockholder Representative), in each case directing the Post-Closing Escrow Fund"Agent to make such disbursement or (z) for in the purposes case of securing a disbursement requested with respect to an adjustment to the payment Estimated Merger Consideration under Section 2.4(e)(i), a copy of the indemnification obligations Independent Accountants' written final determination of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following Unresolved Items in favor of Parent; (B) on the Closing Release Date, the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination entire balance of the Escrow Fund in accordance with (less any amount thereof subject to unresolved indemnification claims hereunder (each such amount, a "Pending Claim Amount") shall be disbursed by the Post-Closing Escrow AgreementAgent to the Stockholder Representative (on behalf of the Junior Stockholders); and (C) after the Release Date, each Company Pending Claim Amount shall be paid by the Post-Closing Escrow Agent to Parent or the Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from Representative (on behalf of the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount Junior Stockholders), as the case may be, upon receipt by the Post-Closing Escrow Agent of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement (x) joint written instructions executed by Parent and the approval of the transactions contemplated hereby, including the Merger, Stockholder Representative or (y) a Final Award certified as such by the stockholders Parent or the Stockholder Representative (a copy of Company which shall constitute approval be contemporaneously delivered to the non-certifying party), in each case directing the Post-Closing Escrow Agent to make such disbursement. As used herein, the date as of which all amounts in the Post-Closing Escrow Agreement and all arrangements related thereto, including Fund have been paid out by the depositing of Post-Closing Escrow Agent is referred to as the Aggregate "Escrow Amount into the Escrow FundTermination Date".

Escrow Fund. Concurrently herewithNotwithstanding the provisions of Article I, Parentupon the Closing of the Merger, the Buyer shall issue to each Company Stockholder Representative and 92.5% of the Buyer Common Stock otherwise issuable to such stockholder pursuant to Article I (rounded upward to the nearest whole share). The remaining 7.5% of the Buyer Common Stock issuable to a Company Stockholder in connection with the Merger shall be referred to as "Escrow Shares," collectively, the Escrow Agent Shares shall have executed and delivered an escrow agreement in form satisfactory be referred to both Parent and Company (as the "Escrow Agreement"Fund." The obligation of the Buyer to issue the Escrow Shares otherwise issuable upon the Merger or any such exercise shall be subject to reduction to satisfy the Company's obligations under this Article VII. Damages that: (i) under which Computershare Trust Company are accepted as valid by the Stockholders' Agents; or (ii) are determined to be valid by arbitration as described in this Article VII, shall reduce the number of Canada or another Person mutually satisfactory Escrow Shares issuable to Parent and the Company Stockholders by the number of Escrow Shares (rounded to the closest whole number) equal to such Damages divided by the Escrow Share Market Value. As soon as practicable after the Effective Date, the Escrow Shares shall act be registered in the name of, and be deposited with, State Street Bank (or other institution selected by the Buyer with the reasonable consent of the Company) as escrow agent (the "Escrow Agent") with respect ), such deposit to an escrow fund (constitute the "Escrow Fund") for Fund and to be governed by the purposes of securing terms set forth herein and in the payment of Escrow Agreement attached hereto as Exhibit D. The Escrow Shares shall be beneficially owned by the Company Stockholders and the Escrow Fund shall be the sole and exclusive remedy to compensate the Buyer pursuant to the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundSection 7.1(a).

Escrow Fund. Concurrently herewith(a) Pursuant to Section 2.06 of the Purchase Agreement, Parent, Purchaser shall cause the Stockholder Representative and Escrow Amount to be deposited with the Escrow Agent in immediately available funds at the Closing and the Holdback Trustee shall have executed and delivered an escrow agreement in form satisfactory cause the Holdback Contribution Stock to both Parent and Company be contributed into the Escrow Fund upon their release from the Holdback pursuant to the Holdback Agreements (the Escrow Amount together with the Holdback Consideration Stock shall be referred to, collectively, herein as the "Escrow AgreementContribution"). The Escrow Agent may assume without inquiry that the Escrow Contribution pursuant to this Section 2(a) under which Computershare Trust Company has been correctly computed in accordance with the requirements of Canada or another Person mutually satisfactory to Parent the Purchase Agreement and the Company Holdback Agreements, as applicable, that no additional amount of cash or contribution of Purchaser stock is required to be so delivered into the Escrow Fund following the Closing Date, except pursuant to the Holdback Agreements, and that the Escrow Agent is not required under the Purchase Agreement and the Holdback Agreements to hold in the Escrow Fund any additional amounts other than the Escrow Contribution and the income earned thereon, if applicable, by investments made in accordance with Section 7. (b) The Escrow Agent agrees to accept delivery of the Escrow Contribution to be deposited in the Escrow Fund and to hold the same in escrow subject to the terms and conditions of this Agreement. The Escrow Agent will promptly acknowledge and notify receipt of the deposits contemplated by Section 2(a) in writing (including by way of electronic mail) to the Purchaser and the Holder Representative. (c) The Escrow Fund shall act as escrow agent (be held and distributed by the "Escrow Agent") Agent in accordance with the provisions of this Agreement. The Escrow Agent shall maintain and deliver to each of the Purchaser or Holder Representative upon request, a statement of holdings and transactions with respect to an escrow fund (the "Escrow Fund". (d) for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination No portion of the Escrow Fund or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law) or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of such Person prior to the distribution of such portion of the Escrow Fund, as applicable, by the Escrow Agent in accordance with the Escrow this Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.

Escrow Fund. Concurrently herewith(a) Subject to this Section 7.3, Parent, as sole and exclusive security and for the Stockholder Representative indemnity of the Shareholders provided for in Section 7.2 hereof and by virtue of this Agreement and the Escrow Agreement, the Shareholders will be deemed to have received and deposited with the Escrow Agent the Escrow Amount (plus any additional shares as may be issued in respect of any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of the Shareholders. The Escrow Amount shall have executed be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and delivered an escrow agreement in form satisfactory for which they are entitled to both Parent and Company (recovery under this Article VII from the "Shareholders. As promptly as practicable after the Closing, the Escrow Agreement") under which Computershare Trust Company Amount, without any act of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (Shareholders, will be deposited with the "Escrow Agent") with respect , such deposit of the Escrow Amount to constitute an escrow fund (the "Escrow FundESCROW FUND") for to be governed by the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as terms set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund herein and in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into in escrow. (b) Notwithstanding any provision of this Agreement to the contrary, after the Effective Time the Indemnified Parties shall not be entitled to indemnification or to obtain any proceeds from the Escrow FundFund or to otherwise recover any amount unless and until the Indemnified Parties have identified and established Losses in excess of $150,000 in the aggregate (the "BASKET AMOUNT") pursuant to the procedures set forth in the Escrow Agreement, in which case the Indemnified Parties shall be entitled to recover all Losses so identified, including those comprising the Basket Amount.

Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall The Family Participating Lenders have executed and delivered deposited into an escrow agreement in form satisfactory to both Parent and Company account (the "Escrow AgreementAccount") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and maintained by the Company shall act as escrow agent (the "Escrow Agent", by wire transfer, a total of the Maximum Amount in cash, in the respective amounts set forth opposite each Family Participating Lender's name on Schedule I hereto. Confirmation of receipt of these funds shall be immediately provided by the Escrow Agent to the Administrative Agent upon notice to the Escrow Agent that the Effective Date (as defined below) has occurred. Amounts deposited with respect the Escrow Agent as provided by this Section 2, including any accretions and reductions 2 therefrom, are referred to an escrow fund (herein and shall constitute the "Escrow Fund") for ." Commencing on the purposes of securing date on which any Escrow Funds were initially deposited into the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into Escrow Account, such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) funds shall be reduced by an amount equal to each Stockholder's Pro Rata Portion invested in accordance with Section 4(a). Commencing on the Effective Date (as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of defined below), the Escrow Fund shall continue to be invested and shall be held and administered in accordance with the terms and provisions of this Escrow Agreement. The "Effective Date" shall mean the date on which all of the following are executed and delivered to the Family Participating Lenders, in form and substance satisfactory to the Family Participating Lenders: (i) this Escrow Agreement; (ii) the Participation Agreement; (iii) all documents, agreements and instruments necessary or desirable, as determined by the Family Participating Lenders, to create, enforce and perfect the liens, mortgages and security interests of the Family Participating Lenders in the Collateral, as defined in Section 5 hereof; (iv) a copy of all waivers executed by the Banks waiving any Events of Default under the Financing Documents, including Waiver No. 6 under the Credit Agreement; and (v) all other documentation (including legal opinions) requested by the Family Participating Lenders in connection with this Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Participation Agreement and the approval documents referred to in clause (iii) above. The Family Participating Lenders authorize Dechert, their counsel, to notify the Company and the Administrative Agent of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval occurrence of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundEffective Date.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Stockholders’ Representative and Parent shall enter into an escrow agreement (the “Escrow Agreement”) with an escrow agent selected by Parent and reasonably acceptable to the Stockholders’ Representative (the “Escrow Agent”) substantially in the form of Exhibit B hereto, and with such changes consistent with the substantive terms of such Exhibit B as the Escrow Agent may reasonably request. Pursuant to the terms of the Escrow Agreement, at the Effective Time Parent shall have executed and delivered deposit cash representing the portion of the Closing Payment equal to the Escrow Amount into an escrow agreement account, which account is to be managed by the Escrow Agent (the “Escrow Account”). Any cash and all interest and other amounts earned thereon are referred to herein as the “Escrow Fund”. In connection with such deposit of cash with the Escrow Agent and as of the Effective Time, each holder of Company Stock and Company Options will be deemed to have received and deposited with the Escrow Agent each holder’s pro rata interest in form satisfactory the Escrow Fund as determined as of Closing by reference to both Parent and such holder’s right to receive a portion of the Closing Payment, without any act of any of the stockholders of the Company (the "“Company Stockholders”). Distributions of any cash from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement". The parties hereto hereby acknowledge and agree that the Escrow Fund shall be treated as an installment obligation for purposes of Code (as defined in Section 2.03(e)) under which Computershare Trust Company Section 453 and no party shall take any action or filing position inconsistent with such characterization. The parties hereto further agree that, pursuant to Proposed Treasury Regulation Section 1.468B-8, for tax reporting purposes, all interest or other income earned from the investment of Canada the Escrow Fund or another Person mutually satisfactory any portion thereof in any tax year shall be reported as allocated to Parent until the distribution of the Escrow Fund (or portion thereof) is determined and thereafter to Parent and the Company Stockholders in accordance with their respective interests in the distribution in accordance with Proposed Treasury Regulation Section 1.468B-8. Any amounts paid to the Stockholders from the Escrow Fund shall act be included as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the a payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable purchase consideration for tax purposes (to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion extent not treated as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fundimputed interest). The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into applicable cash amount in escrow and the Escrow Fundappointment of the Stockholders’ Representative.

Escrow Fund. Concurrently herewithAt the Closing Date, Parent, Parent shall deliver 830,100 shares of Parent Common Stock (the Stockholder Representative and “Escrow Fund”) to the Escrow Agent Agent, which shall have executed and delivered an be held in escrow agreement in form satisfactory to both Parent and Company (the "“Escrow”) subject to the Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") Agreement for the purposes of securing the payment Shareholders’ indemnity obligations under this Agreement. The Shareholders have requested that the shares of Parent Common Stock deposited into the indemnification obligations of the Company Stockholders Escrow pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing preceding sentence be allocated among the Aggregate Escrow Amount. The Merger Consideration payable Shareholders as set forth on Schedule B to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) heretoDisclosure Letter. Upon the termination Shares of Parent Common Stock deposited into the Escrow Fund in respect of each Shareholder as set forth on such Schedule B shall be deducted from the number of shares of Parent Common Stock otherwise deliverable to each such Shareholder pursuant to Section 2.3 (as adjusted pursuant to Section 2.4). In accordance with the terms of the Escrow Agreement, each Company Stockholder shall receive twelve months following the Closing Date (or, if such Stockholder's Pro Rata Portion previously withheld from date is not on a Business Day, the Merger Consideration otherwise payable first Business Day thereafter), the Escrow Agent will deliver all shares of Parent Common Stock remaining in the Escrow Fund to such Company Stockholder less the Shareholders on a pro rata amount basis (calculated based upon the relative allocations among the Shareholders set forth on Schedule B to the Company Disclosure Letter) to the addresses listed on the Company’s stock records or to an address or account designated by any such Shareholder or the Representative to the Escrow Agent in writing at least ten (10) Business Days prior to such date. Subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute or otherwise relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not ultimately applied in satisfaction of indemnification obligations, if any, pursuant shall be delivered to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundShareholders as described above.

Escrow Fund. Concurrently herewith, Parent(a) At the Closing, the Stockholder Representative and Escrow Shares shall be registered in the Escrow Agent name of, and, shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company be deposited with, Xxxxx Fargo, N.A. (or other institution selected by Acquiror with the "Escrow Agreement"reasonable consent of Target) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "“Escrow Agent"”), such deposit(s) with respect to an escrow fund (constitute the "Escrow Fund") for Fund and to be governed by the purposes of securing terms set forth herein and in the payment of Escrow Agreement in substantially the form attached hereto as Exhibit C. The Escrow Fund shall be drawn on a pro rata basis from the Merger Consideration payable to each Stockholder. The Escrow Fund shall be available to compensate Acquiror pursuant to the indemnification obligations of Target and the Company Stockholders pursuant holders of Target Capital Stock, and shall be the first source for indemnification with respect to Article VIDamages (as defined below) arising hereunder (other than for a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.5 and 3.22). (b) On an annual basis, each Stockholder will be allocated its pro rata share of income earned on the Escrow Fund. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable Each Stockholder will have voting rights with respect to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of Escrow Shares deposited in the Escrow Fund with respect to such Shareholder so long as such Escrow Shares are held in escrow, and Acquiror will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent’s possession pursuant to this Agreement, the Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Fund shall be administered in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement terms and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval conditions of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundAgreement.

Escrow Fund. Concurrently herewithAt the Closing, Parentin order to satisfy any obligations of the Seller arising under Article VII hereof, the Stockholder Representative and Purchaser shall, on behalf of the Escrow Agent shall have executed and delivered an Seller, deposit in escrow agreement in form satisfactory to both Parent and Company certificates representing [*] of the [*] (the "Escrow AgreementFund") under which Computershare Trust Company of Canada with U.S. Stock Transfer Corporation or another Person such other agent as shall be mutually satisfactory to Parent and agreeable among the Company shall act as escrow agent parties hereto (the "Escrow Agent") with respect pursuant to an escrow fund the Escrow Agreement to be entered into by and among Parent, the Purchaser, the Seller and the Escrow Agent substantially in the form attached hereto as Exhibit B (the "Escrow FundAgreement") ). The Escrow Agreement shall provide for the purposes of securing the payment distributions of the indemnification obligations Escrow * CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Fund first, to pay fees and expenses of the Company Stockholders Escrow Fund; second, if and to the extent that Indemnified Parties (as such term is defined in Section 7.2(c) hereof) are entitled (either on the basis of (i) an agreement among the parties hereto (in which case the Seller shall deliver joint written instructions to the Escrow Agent to deliver the amount agreed to be owed in respect of such claims in the manner specified in such instructions) or (ii) a Final Decree (as defined in the Escrow Agreement)) to indemnification pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable VII hereof; and third, with respect to any remaining amounts, to the Company Stockholders at the Closing but for this Section 2.3(d) Seller. Indemnified Parties shall be reduced by an amount equal entitled to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of make claims against the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid Fund. Any payment made from the Escrow Fund. The adoption of this Agreement and , except to Seller, shall be treated as an adjustment to the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow FundPurchase Price.

Escrow Fund. Concurrently herewith, ParentPrior to or simultaneously with the Closing, the Stockholder Representative and the Escrow Agent Parent shall have executed and delivered enter into an escrow agreement substantially in the form satisfactory to both Parent and Company of Exhibit G hereto (the "“Escrow Agreement"”) under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and with the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable Pursuant to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination terms of the Escrow Fund in accordance with the Escrow Agreement, Parent shall deposit one or more certificates in the name of the Escrow Agent representing the Escrow Shares into an escrow account, which account is to be managed by the Escrow Agent (the “Escrow Account”). Any Escrow Shares, together with any property or other interests payable or distributable in respect thereof, in the Escrow Account are referred to herein as the “Escrow Fund”. In connection with such deposit of the Escrow Shares with the Escrow Agent and as of the Effective Time, each holder of Company Stockholder shall receive Capital Stock will be deemed to have received and deposited with the Escrow Agent each such Stockholder's ’s Pro Rata Portion previously withheld from of the Merger Consideration otherwise payable Escrow Fund, without any act of the Stockholders. The Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such Company Stockholder less a pro rata amount parties for any Losses for which they are entitled to recovery under Article IX hereof. Distributions of any indemnification obligations, if any, pursuant to Article VI, paid Escrow Shares from the Escrow FundAccount shall be governed by the terms and conditions of the Escrow Agreement. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, Merger by the stockholders of Company Stockholders shall constitute approval of the Escrow Agreement and of all the arrangements related relating thereto, including including, without limitation, the depositing placement of the Aggregate Escrow Amount into Shares in escrow and the Escrow Fundappointment of the Stockholders’ Representative.

Escrow Fund. Concurrently herewith(a) There is hereby established a special fund, Parent, the Stockholder Representative and to be held by the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory Bank for the benefit of the owners of the Bonds, to both Parent and Company (be known as the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "“Escrow Fund") for .” Upon the purposes of securing the payment issuance of the indemnification obligations of 2024 Bonds, there shall be deposited into the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d$ , derived from the proceeds of the 2024A Bonds and an amount equal to $ , derived from the proceeds of the 2024B Bonds. (b) hereto. Upon The Escrow Bank shall invest $ of the termination of moneys deposited into the Escrow Fund pursuant to the preceding paragraph in accordance the securities set forth in Exhibit A attached hereto and by this reference incorporated herein (the “Escrowed Federal Securities”) and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities and such cash shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. If the Escrow Bank learns that the Department of the Treasury or the Bureau of Fiscal Service will not, for any reason, accept a subscription for U.S. Treasury Securities—State and Local Government Series, the Escrow Bank shall promptly request alternative written investment instructions from the Successor Agency with respect to escrowed funds which were to be invested in the Escrowed Federal Securities. The Escrow Bank shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Bank shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Successor Agency. In the absence of investment instructions from the Successor Agency the Escrow Bank shall not be responsible for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely upon the Successor Agency’s selection of an alternative investment as a determination of the alternative investment's legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto. (c) The Escrow Bank may rely upon the conclusion of , as contained in its opinion and accompanying schedules (the “Report”) dated December , 2024, that the maturing Escrowed Federal Securities, the investment earning thereon and the cash on deposit in the Escrow Fund will be sufficient to redeem the 2014 Bonds in full on the Redemption Date at the Redemption Price. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) Any money left on deposit in the Escrow Fund after payment in full of the 2014 Bonds, each Company Stockholder and the payment of all amounts due to the Escrow Bank hereunder, shall receive such Stockholder's Pro Rata Portion previously withheld from be transferred to the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, 2024 Trustee for deposit in the Revenue Fund maintained by the 2024 Trustee pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund2024 Indenture.

Escrow Fund. Concurrently herewith(a) Pursuant to Section 2.07(a) of the Purchase Agreement, Parentat the Closing, Parent or Purchaser, as applicable, shall deposit the Stockholder Representative Cash Escrow Amount and the Parent shall deposit the Equity Escrow Amount with the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company immediately available funds (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Cash Escrow Fund"Amount). The Escrow Agent may assume without inquiry that all amounts and equity deposited by Purchaser or Parent, as applicable, pursuant to this Section 2(a) for have been correctly computed in accordance with the purposes of securing the payment requirements of the indemnification obligations Purchase Agreement, that no additional amount of cash or equity is required to be so delivered to the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing Date and that the Aggregate Escrow Amount. Agent is not required under the Purchase Agreement to hold in the Escrow Fund any additional amounts or equity other than the Escrow Fund and the income earned on the cash component thereof by investments made in accordance with Section 7. (b) The Merger Consideration payable Escrow Agent agrees to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination accept delivery of the Escrow Fund in accordance with and to hold the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from Fund subject to the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption terms and conditions of this Agreement and the approval Purchase Agreement. The Escrow Agent will promptly acknowledge receipt of the transactions deposits contemplated hereby, by Section 2(a) in writing (including by way of electronic mail) to the Merger, Purchaser and the Holders’ Representative. (c) The Escrow Fund shall be held and distributed by the stockholders Escrow Agent in accordance with the provisions of Company this Agreement and the Purchase Agreement. The Escrow Agent shall constitute approval maintain and deliver to each of the Escrow Agreement Purchaser or Holders’ Representative upon request, a statement of holdings and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into transactions with respect to the Escrow Fund. (d) No portion of the Escrow Fund or any beneficial interest therein may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law) or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of such Person prior to the distribution of such portion of the Escrow Fund, as applicable, by the Escrow Agent in accordance with this Agreement and the Purchase Agreement.

Escrow Fund. Concurrently herewithWhen making payments of cash to the Company Shareholders in exchange for their shares of Company Common Stock pursuant to Sections 2.01 and 2.02, Parent, the Stockholder Representative and the Escrow Agent Parent shall have executed and delivered withhold an escrow agreement aggregate of Five Million Dollars ($5,000,000) in form satisfactory to both Parent and Company cash (the "“Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory Cash”), and at the Closing Parent shall deliver such Escrow Cash to Parent and the Company shall act SunTrust Bank as escrow agent (the "“Escrow Agent"”). The Escrow Cash shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit 2.03(a) (the “Escrow Agreement”) to be executed at Closing. Parent shall withhold the Escrow Cash by reducing the amount of cash otherwise payable to each Company Shareholder pursuant to Sections 2.01 and 2.02 by an amount equal to such Company Shareholder’s Pro Rata Portion of the Escrow Cash. The Escrow Cash shall be delivered to the Company Shareholders only in accordance with respect to the terms of the Escrow Agreement and this Merger Agreement. The Escrow Cash together with any interest earned on the Escrow Cash shall be held as an escrow fund (the "“Escrow Fund"”) for by the purposes of securing Escrow Agent pursuant to the payment terms of the indemnification obligations Escrow Agreement to provide a source of payment, pursuant to the terms of this Merger Agreement and the Escrow Agreement, of amounts, if any, owing to the Parent Indemnified Persons under Section 9.02 and the reimbursement to Parent of amounts owed Parent under Section 5.11 (if any). In the event that the Merger and this Merger Agreement are approved by the requisite vote of the Company Stockholders Shareholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing VSCA, then all Company Shareholders shall, without any further act of any Company Shareholder, be deemed to have consented to and approved (i) the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination establishment of the Escrow Fund to be used as provided in accordance with this Merger Agreement and the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable Agreement to such Company Stockholder less provide a pro rata amount source of any indemnification obligations, if anypayment, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval terms of the Escrow Agreement and all arrangements related theretothis Merger Agreement, including for amounts, if any, owing to Parent Indemnified Persons under Section 9.02 and the depositing reimbursement to Parent of amounts owed Parent under Section 5.11 (if any), and (ii) the appointment of the Aggregate Escrow Amount into Shareholders’ Representative as the representative under the Escrow FundAgreement of the Company Shareholders and as the attorney-in-fact and agent for and on behalf of each such Company Shareholder.