Common use of Escrowed Shares Clause in Contracts

Escrowed Shares. (i) During the term of this Agreement, each Voyager Stockholder shall have the right to exercise any voting rights with respect to the Escrowed Shares attributable to such Voyager Stockholder pursuant to its Escrowed Share Proportion (as defined below) in any matter for which the Escrowed Shares are permitted to vote. The Voyager Stockholders’ Representative shall direct the Escrow Agent in writing as to the exercise of any such voting rights by Voyager Stockholders, and the Escrow Agent shall vote, or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representative. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Time, the Escrow Agent shall not vote any such shares in any matter for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid with respect to the Escrowed Shares shall be deemed distributed currently to the Voyager Stockholders and deemed recontributed to the Escrow Account and delivered to the Escrow Agent by the Voyager Stockholders, to be held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions pursuant to Section 3(e). The parties hereto agree to report any dividends consistently with such treatment for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposes. (iii) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Spinco Common Stock other than a regular cash dividend, the Escrowed Shares under Section 2(a) above shall be appropriately adjusted on a pro rata basis without any additional action by the parties hereto.

Escrowed Shares. (ia) During At Closing, the term Buyer shall issue and deliver to the Escrow Agent the Escrowed Shares. For a period of this twelve (12) months after the Closing Date, the Escrow Agent shall hold the Escrowed Shares in escrow pursuant to the terms of the Escrow Agreement. On the first (1st) anniversary of the Closing Date, the Escrow Agent shall release the Escrowed Shares in the manner described in the Escrow Agreement. (b) For so long as any Escrowed Shares remain subject to escrow pursuant to the Escrow Agreement, each Voyager Stockholder Seller hereby grants to and appoints the Chief Financial Officer of the Buyer, solely in his capacity as an officer of the Buyer, and any individual who shall have hereafter succeed to such office of the right Buyer, and any other designee of the Buyer in its sole discretion (in each case, the “Attorney-in-Fact”), each of them individually, as such Seller’s proxy and Attorney-in-Fact (with full power of substitution) to exercise any voting rights vote (in person or by attorney or proxy) or act by written consent with respect to the Escrowed Shares attributable to such Voyager Stockholder pursuant to its Escrowed Share Proportion (as defined below) in any on every matter for which a vote of the Escrowed Shares are permitted to voteBuyer’s shareholders is taken, whether by meeting, written consent or otherwise. The Voyager Stockholders’ Representative shall direct the Escrow Agent in writing as to the exercise of any such voting rights by Voyager Stockholders, and the Escrow Agent shall vote, Each Seller will deliver or cause to be voteddelivered to the Attorney-in-Fact, at the request of the Buyer, duly executed by such Seller, all proxies from time to time necessary or appropriate to so enable the Attorney-in-Fact to vote such Escrowed Shares. Each Seller shall promptly deliver or cause to be delivered to the Attorney-in-Fact, at the request of the Buyer, such further proxies, powers of attorney and other instruments and documents as may be necessary in the opinion of the Buyer to give effect to the rights granted hereunder. This proxy is coupled with an interest, shall be irrevocable in respect of a Seller until such time as all of such Seller’s Escrowed Shares have been released from escrow pursuant to any such directions Section 2.6(b), shall, to the fullest extent permitted by applicable Law, continue despite the mental incompetence or other legal incapacity or termination of the Voyager Stockholders’ Representativeexistence of the Seller, shall survive the death or disability of the Seller, and shall bind the respective heirs, executors, administrators, other legal representatives and permitted assigns of the Seller. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Time, the Escrow Agent shall not vote Each Seller hereby revokes any proxy previously granted by such shares in any matter for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid Seller with respect to the Escrowed Shares shall Shares. If a Seller fails to so execute and deliver any such forms of proxy and/or other documents, then the Attorney-in-Fact be deemed distributed currently and is hereby irrevocably nominated, constituted and appointed the attorney of such Seller to execute and deliver on account of the Voyager Stockholders and deemed recontributed Seller such forms of proxy and/or other documents that may be required, from time to the Escrow Account and delivered to the Escrow Agent by the Voyager Stockholderstime, to be held in a bank account and be deposited in one or more interestenable the Attorney-bearing accounts in-Fact to be maintained by vote the Escrow Agent in the name of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions pursuant to Section 3(e). The parties hereto agree to report any dividends consistently with such treatment for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposesSeller’s Escrowed Shares. (iiic) In The Attorney-in-Fact shall act only in accordance with the event instructions of the board of directors of the Buyer, in the board of directors’ sole and absolute discretion without reference to any stock splitother parties (and based on their sole determination of what would be in the best interests of the Buyer), reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange and if no such instructions are received by the Attorney-in-Fact with respect to any particular matter in respect of shares, liquidation, spin-off which the vote or other similar change in capitalization or event, or any distribution to holders consent of Spinco Common Stock other than a regular cash dividendthe shareholders of the Buyer is requested, the Escrowed Shares under Section 2(athat are, at such time, subject to this Agreement shall not be voted nor shall any written consent or resolution be signed by the Attorney-in-Fact in respect thereof. (d) above The Attorney-in-Fact shall exercise its rights and duties hereunder in good faith, but: (i) shall incur no Liability except for its fraud or willful misconduct; (ii) may rely on all documents and notices delivered to it in connection with its appointment as Attorney-in-Fact; and (iii) may act on the advice of any qualified expert (including the Buyer’s legal counsel and auditor) and shall be appropriately adjusted on fully justified in acting (or declining to act) in accordance with such advice, and the Attorney-in-Fact shall not be responsible, save as aforesaid, for any loss, destruction, depreciation, damage or other consequence occasioned by its acting (or declining to act) in accordance with any such advice. The Attorney-in-Fact shall not be personally liable or responsible for the payment of the fees of any such expert or for other costs or expenses in case of any litigation arising under or in connection with its appointment as Attorney-in-Fact or the exercise of its powers in such role. Each Seller hereby releases the Attorney-in-Fact and the Buyer from any and all Losses, whether arising, directly or indirectly, by way of statute, contract, tort or otherwise in connection with its appointment as Attorney-in-Fact for anything whatsoever, other than as a pro rata basis without any additional action by result of the parties heretofraud or willful misconduct of the Attorney-in-Fact.

Escrowed Shares. (a) As collateral security for the payment of any indemnification obligations of the Seller and the Seller's Shareholders pursuant to Section 11, the Seller and the Seller's Shareholders shall deliver to the Escrow Agent (as defined in the Escrow Agreement to be entered into at the Closing (the "Escrow Agreement")), pursuant to the terms of the Escrow Agreement: (i) During 25,668 shares of CLC Common Stock (the term of this Agreement"Escrowed Shares"), each Voyager Stockholder shall have and the right certificates and instruments, if any, representing or evidencing the Escrowed Shares; (ii) all securities hereafter delivered to exercise any voting rights the Seller with respect to or in substitution for the Escrowed Shares attributable Shares, all certificates and instruments representing or evidencing such securities, and all cash and non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event the Seller receives any such property, the Seller shall hold such property in trust for the Buyer and shall immediately deliver such property to such Voyager Stockholder pursuant the Buyer to its be held hereunder as Escrowed Share Proportion Shares; and (iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property ((i) (ii) and (iii) are collectively referred to herein as the "Escrow Fund"). The Seller and the Seller's Shareholders hereby grant the Buyer a first priority security interest in the Escrowed Fund. (b) Prior to the Release Date (as defined below) in any matter for which the Escrowed Shares are permitted to vote. The Voyager Stockholders’ Representative shall direct the Escrow Agent in writing as to the exercise of any such voting rights by Voyager Stockholders, and the Escrow Agent shall vote, or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representative. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock (“Spinco Options”Section 2.7(d), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Time), the Escrow Agent shall not vote hold in escrow for use as collateral, as set forth in Section 2.7(a), the cash proceeds from the Escrow Fund. The Sellers shall be entitled to exercise any such shares in any matter for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid with respect voting powers incident to the Escrowed Shares to the extent such shares remain in the Escrow Fund. (c) Each certificate, if any, evidencing Escrowed Shares issued pursuant to this Agreement shall be deemed distributed currently to the Voyager Stockholders and deemed recontributed to the Escrow Account and delivered to the Escrow Agent directly by the Voyager Stockholders, transfer agent. (d) The Escrow Fund (which shall be deemed to include the Escrowed Shares) shall be held in a bank account and be deposited in one or more interest-bearing accounts available to be maintained by the Escrow Agent in the name satisfy any indemnification obligations of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions Seller pursuant to Section 3(e11 until the date which is one (1) year after the Closing Date (the "Release Date"). The parties hereto agree to report any dividends consistently with such treatment for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposes. (iii) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Spinco Common Stock other than a regular cash dividend, the Escrowed Shares under Section 2(a) above shall be appropriately adjusted on a pro rata basis without any additional action by the parties hereto.

Escrowed Shares. (ia) During the term Notwithstanding any other provision of this Agreement, each Voyager at the Closing, Parent, the Stockholder shall have Representative and Xxxxx Fargo Bank N.A. (the right to exercise any voting rights “Escrow Agent”), will enter into an Escrow Agreement in the form of the attached Exhibit E (the “Escrow Agreement”) (with respect such additional revisions, prior to the Closing, as Parent and the Stockholder Representative may mutually agree after consultation with the Escrow Agent). (b) The Merger Escrowed Shares attributable to such Voyager Stockholder issued pursuant to its Escrowed Share Proportion (as defined below) in any matter for which the Escrowed Shares are permitted Merger shall not be distributed to vote. The Voyager Stockholders’ Representative the applicable Participating Rights Holders but shall direct instead be deposited with the Escrow Agent in writing as accordance with the terms of the Escrow Agreement. In addition to the exercise Merger Escrowed Shares, pursuant to the terms of any such voting rights by Voyager Stockholdersthe Payment Agreement, the Carve Out Escrowed Shares shall also be deposited with, and the Escrow Agent shall vote, or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representative. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Timeheld by, the Escrow Agent shall not vote any such shares in any matter for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid with respect pursuant to the terms of the Escrow Agreement. All Escrowed Shares shall be deemed distributed currently to the Voyager Stockholders and deemed recontributed to the Escrow Account and delivered to the Escrow Agent by the Voyager Stockholders, to be held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent issued in the name of the Escrow Agent for Agent. (c) The Adjustment Escrow Shares and the benefit Carve Out Escrowed Adjustment Shares shall be held until the date that is 120 days after the Closing Date or, if earlier, the date on which Parent and the Shareholder Representative jointly agree to the release of such shares pursuant to the terms of the Voyager Stockholders, subject Escrow Agreement (the “Adjustment Escrow Shares Release Date”) in order to any distributions ensure the satisfaction of adjustment claims made pursuant to Section 3(e)3.1(c) of this Agreement. The parties hereto agree Promptly following the Adjustment Escrow Shares Release Date, all of such Adjustment Escrow Shares and Carve Out Escrowed Adjustment Shares shall be released to report any dividends consistently with such treatment for all U.S. federal (andthe applicable Participating Rights Holders pursuant to, if and in accordance with, Schedule 3.2(b) hereof, the Escrow Agreement and the Payment Agreement, as applicable, state except for that number of such shares required to be held pursuant to, and localin accordance with, the provisions of the Escrow Agreement to satisfy any claims for an adjustment to Merger Consideration made on or prior to such date pursuant to Section 3.1(c) income tax and information reporting purposesof this Agreement. (iiid) In The Indemnity Escrow Shares and the event Carve Out Escrowed Indemnity Shares shall be held until the date that is twelve (12) months after the Closing Date (the “Indemnity Escrow Shares Release Date”) in order to ensure the satisfaction of any stock splitindemnification claims made pursuant to this Agreement. Promptly following the Indemnity Escrow Shares Release Date, reverse stock splitall of such Indemnity Escrow Shares and Carve Out Escrowed Indemnity Shares shall be released to the applicable Participating Rights Holders pursuant to, stock dividendand in accordance with, recapitalizationthe Escrow Agreement and the Payment Agreement, reorganizationas applicable, merger, consolidation, combination, exchange except for (i) that number of such shares, liquidationrequired to be held pursuant to, spin-off or other similar change and in capitalization or event, or any distribution to holders of Spinco Common Stock other than a regular cash dividendaccordance with, the Escrowed Shares under Section 2(aprovisions of the Escrow Agreement to satisfy any claims for indemnification made on or prior to such date pursuant to Article 9 of this Agreement and (ii) above shall be appropriately adjusted on a pro rata basis without any additional action that number of such shares subject to claims of the Stockholder Representative for reimbursement of expenses incurred by the parties heretoStockholder Representative in accordance with the provisions of Section 3.7(c) hereof or for indemnification of the Stockholder Representative in accordance with the provisions of Section 3.7(d) hereof.

Escrowed Shares. (a) Buyer will hold the Escrowed Shares, as security for Seller’s obligations under 7.02(a), until the first anniversary of the Closing (the “Escrow Termination Date”). Subject to the terms hereof, Seller will have all the rights of a stockholder with respect to the Escrowed Shares, including without limitation, the right to vote the Escrowed Shares and receive any cash dividends declared thereon. (b) If at any time on or prior to the Escrow Termination Date, Buyer (i) During believes in good faith that it or Parent is entitled to payment or that payment should be made to a third party pursuant to the term terms of Section 7.02(a), and (ii) desires to make a claim for payment from the Escrowed Shares in connection therewith, then Buyer shall give written notice of such claim (a “Payment Notice”) to Seller, stating in general terms the events or circumstances which are the basis for and amount (to the extent determined) of such claim. If Seller objects to such claim, Seller shall give written notice of such objection to Buyer within 15 days after the date of Seller’s receipt of the Payment Notice served either by certified mail, express mail or personal service (the “Objection Period”), and shall state the basis for such objection in reasonable detail. If no objection to Buyer’s claim is made by Seller within the Objection Period, the claim set forth in the Payment Notice shall be deemed approved and accepted by Seller and Buyer will be entitled to withdraw and apply Escrowed Shares in satisfaction of the claim. Any Escrowed Shares withdrawn and applied by Parent in satisfaction of a claim under this AgreementSection 2.09 will be valued at closing price of the Parent Shares on the day preceding the day they are withdrawn. If an objection to Buyer’s claim is made by Seller within the Objection Period, each Voyager Stockholder shall Buyer may initiate an arbitration proceeding under Section 9.05 hereof to resolve the claim within 60 days following its receipt of Seller’s written objection. If Buyer fails to initiate an arbitration proceeding within such 60-day period, it will be deemed to have abandoned the right to exercise any voting claim and released its rights with respect to the specific subject matter of such claim (c) Buyer will hold and/or distribute any remaining Escrowed Shares attributable to such Voyager Stockholder (after deduction of any amounts withdrawn and applied by Buyer pursuant to its Escrowed Share Proportion (as defined belowSection 2.09(b)) in any matter for which accordance with the Escrowed Shares are permitted to vote. The Voyager Stockholders’ Representative shall direct following: (i) If on the Escrow Agent in writing as to the exercise of Termination Date there is any such voting rights pending indemnification claim(s) asserted by Voyager Stockholders, and the Escrow Agent shall vote, Buyer or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representative. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock Parent under Article VII (a “Spinco OptionsPending Claim”), including (without limitation) any claim which were converted from options Seller has objected to purchase shares and Buyer has not abandoned pursuant to Section 2.09(b), a number of Voyager Capital Stock (“Voyager Options”) at the Effective Time, Escrowed Shares reasonably anticipated by Buyer to be necessary to satisfy such claim will be retained by Buyer until such claim is resolved. On the Escrow Agent shall not vote any such shares in any matter for which Termination Date, Buyer will distribute the remaining Escrowed Shares are permitted less the amount reserved for Pending Claims, as applicable, to voteSeller. (ii) Any dividends paid with respect to If on the Escrow Termination Date there is no Pending Claim, Buyer will distribute the remaining Escrowed Shares shall be deemed distributed currently to the Voyager Stockholders and deemed recontributed to the Escrow Account and delivered to the Escrow Agent by the Voyager Stockholders, to be held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions pursuant to Section 3(e). The parties hereto agree to report any dividends consistently with such treatment for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposesSeller. (iii) In Following the event Escrow Termination Date, Pending Claims which are adjudicated or determined by arbitration in favor of any stock splitBuyer or Parent, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution Buyer will be entitled to holders of Spinco Common Stock other than a regular cash dividend, the withdraw and apply Escrowed Shares under Section 2(a) above shall be appropriately adjusted in satisfaction of the claim. When no Pending Claims remain following the Escrow Termination Date, Buyer will distribute the remaining Escrowed Shares following resolution of the Pending Claims existing on a pro rata basis without any additional action by the parties heretoEscrow Termination Date to Seller.

Escrowed Shares. (i) During the term of this Agreement, each Voyager Stockholder shall have the right to exercise any voting rights with respect In addition to the Escrowed Shares attributable to such Voyager Stockholder issuance of Beta Common Stock pursuant to its Escrowed Share Proportion (as defined below) in Section 2.1, at the First Merger Effective Time, and without any matter for which action on the Escrowed Shares are permitted to vote. The Voyager Stockholders’ Representative shall direct the Escrow Agent in writing as to the exercise part of any such voting rights by Voyager Stockholdersparty to this Agreement or any of their respective equity holders, and the Escrow Agent Beta shall vote, issue (or cause to be votedissued) to Omega Parent, such Escrowed Shares pursuant a number of shares of Beta Common Stock equal to any such directions (i) the maximum number of shares of Beta Common Stock issuable in respect of the Voyager Stockholders’ Representative. Notwithstanding Beta Contingent RSUs, as of the foregoingCapitalization Date, with respect which is equal to Escrowed Shares that are subject to options to purchase 7,270,095 shares of Spinco Beta Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Time, the Escrow Agent shall not vote any such shares in any matter as may be adjusted for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid with respect to the Escrowed Shares shall be deemed distributed currently to the Voyager Stockholders and deemed recontributed to the Escrow Account and delivered to the Escrow Agent by the Voyager Stockholders, to be held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions pursuant to Section 3(e). The parties hereto agree to report any dividends consistently with such treatment for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposes. (iii) In the event of any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination) multiplied by (ii) 3.878 (as may be adjusted for any stock dividendsplit, reverse stock split, recapitalization, reclassification, reorganization, mergerexchange, consolidationsubdivision or combination) (collectively, the “Escrowed Beta Shares”) (provided, for the avoidance of doubt, that Beta shall not be required to issue any shares of Beta Common Stock to Omega Parent in the event that the Closing does not occur). Unless and until an Escrowed Beta Share is transferred to Beta and retired as may be required by this Section 2.3, (i) Omega Parent shall be the record owner of such share, entitled to vote and receive any dividends payable in respect thereof and (ii) Omega Parent shall not be entitled to sell, transfer, assign, pledge, hypothecate or otherwise encumber in any manner such Escrowed Beta Share and such Escrowed Beta Share shall bear a restrictive legend to that effect (the “Transfer Restriction”) until such Transfer Restriction no longer applies as provided below. At the end of each month following the Closing, Omega Parent shall transfer to Beta for no consideration, and Beta shall immediately retire, a number of Escrowed Beta Shares (rounded up to the nearest whole share of Beta Common Stock) equal to (i) the number of Beta Contingent RSUs (as may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination) that Expired during the preceding month without having Vested and without being paid or having any shares delivered in respect thereof, exchange multiplied by (ii) 3.878 (as may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination). At the Closing and at the end of shareseach month following the Closing, liquidationthe Transfer Restriction (and any related restrictive legend) shall no longer apply to a number of Escrowed Beta Shares (rounded down to the next whole share of Beta Common Stock) equal to (i) the number of Beta Contingent RSUs (as may be adjusted for any stock split, spinreverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination) that Vested or that were paid or had shares delivered in respect thereof during the preceding month (or in the case of the Closing, prior to the Closing) multiplied by (ii) 3.878 (as may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination). Notwithstanding anything to the contrary, in the event of pending or threatened RSU Dispute, Omega Parent shall not be required under this Section 2.3 to transfer nor shall Beta retire any Escrowed Beta Shares that could be expected to no longer be subject to the Transfer Restriction and the disposition of such shares will be resolved in connection with such RSU Dispute being dismissed with prejudice or resolved pursuant to a settlement agreement (that is subject to Section 2.6) or final, non-off or other similar change in capitalization or event, appealable court order. It being the intent of this provision to protect Omega Parent from dilution as a result of any Beta Contingent RSUs becoming Vested or any distribution to holders shares of Spinco Beta Common Stock other than being issued in respect thereof, in the event that any Escrowed Beta Shares were transferred to Beta for no consideration and retired pursuant to this Section 2.3, and following such transfer an Action related to the Beta Contingent RSUs results in final, non-appealable court order, dismissal with prejudice or settlement (that is subject to Section 2.6) that results in any Beta Contingent Stock becoming Vested or any shares of Beta Common Stock being issued in respect thereof, then Beta shall issue to Omega Parent the number of Beta Common Shares that would have no longer been subject to the Transfer Restriction as a regular cash dividendresult of such vesting had such Escrowed Beta Shares not been transferred to Beta. For purposes of this Agreement, the Escrowed Shares under term (i) “Beta Contingent RSUs” means shares of Beta Common Stock that are issued in respect of, and pursuant to the terms and conditions of, the Beta RSUs set forth on Section 2(a2.3 of the Beta Disclosure Letter; (ii) above “Vested” shall mean, with respect to a Beta Contingent RSU, to vest and become non-forfeitable in accordance with the terms and conditions of the Beta Stock Plans, grant agreement, award agreement and/or other Contract(s) governing the terms of such Beta Contingent RSU; and (iii) “Expired” shall mean, with respect to a Beta Contingent RSU, to expire and no longer be capable of vesting or being converted into Beta Common Stock in accordance with the terms and conditions of the Beta Stock Plans, grant agreement, award agreement and/or other Contract(s) governing the terms of such Beta Contingent RSU; provided, that, in the event the a court has finally determined that any Beta Contingent RSUs have Vested or Expired or such determination is agreed in a settlement (that is subject to Section 2.6), such determination of such court or settlement shall be appropriately adjusted on a pro rata basis without any additional action by the parties heretofinal and binding for purposes of determining what is Vested or Expired under this Section 2.3.

Escrowed Shares. (ia) During At the term Closing, ten percent (10%) of this the shares received as part of the Merger Consideration (the "Escrowed Shares") shall be deposited in escrow with XxxxxXxxxxx Shareholder Services L.L.C., as escrow agent, or such other party as may be agreed upon prior to the Closing (the "Escrow Agent"), to be held and administered in accordance with an Escrow Agreement in substantially the form attached hereto as Exhibit 1.7 (the "Escrow Agreement") for the purpose of securing the indemnification obligations pursuant to Article VIII and the obligations with respect to any Understatement calculated pursuant to Section 1.7.3(c). The Escrowed Shares shall be deducted pro rata from that portion of the Merger Consideration, as adjusted, otherwise issuable to each of the Stockholders. Fractional shares of Buyer Common Stock shall not be deposited in escrow. In lieu thereof, each Voyager Stockholder shall have round up such fractional share to the right nearest whole number and deposit in escrow a full share of Buyer Common Stock for such fractional share. The Escrowed Shares shall be registered in the name of the respective Stockholders and shall be accompanied by stock powers endorsed in blank. (b) At the termination of the Survival Period (as defined in Section 8.1), any Escrowed Shares that are not required to exercise reimburse Buyer for any Loss which constitutes an indemnifiable claim under Article VIII or an Understatement under Section 1.7.3(c), or that are not pending determination as an indemnifiable claim, shall be returned by the Escrow Agent to the Stockholders, pro rata, in the same proportion as originally deducted from the portion of the Merger Consideration otherwise issuable to each Stockholder. Any Escrowed Shares returned to Buyer hereunder shall be treated, to the extent permitted by law, by the Stockholders and by Buyer as a purchase price adjustment. (c) Notwithstanding the escrow of the Escrowed Shares, dividends or other distributions declared and paid on such shares shall continue to be paid by Buyer to the Stockholders and all voting rights with respect to the Escrowed Shares attributable to such Voyager Stockholder pursuant to its Escrowed Share Proportion (as defined below) in any matter for which the Escrowed Shares are permitted to vote. The Voyager Stockholders’ Representative shares shall direct the Escrow Agent in writing as inure to the exercise benefit of any such voting rights by Voyager Stockholders, and the Escrow Agent shall vote, or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representative. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Time, the Escrow Agent shall not vote any such shares in any matter for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid with respect to the Escrowed Shares shall be deemed distributed currently to the Voyager Stockholders and deemed recontributed to the Escrow Account and delivered to the Escrow Agent enjoyed by the Voyager Stockholders, to be held in a bank account and be deposited in one or more interest-bearing accounts to be maintained . Any securities received by the Escrow Agent in the name respect of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions pursuant to Section 3(e). The parties hereto agree to report any dividends consistently with such treatment for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposes. (iii) In the event Escrowed Shares held in escrow as a result of any stock splitsplit or combination of shares of Buyer Common Stock, reverse payment of a stock splitdividend or other stock distribution in or on shares of Buyer Common Stock, stock dividend, recapitalization, reorganization, or change of Buyer Common Stock into any other securities pursuant to or as a part of a merger, consolidation, combinationacquisition of property or stock, exchange of sharesseparation, liquidation, spin-off or other similar change in capitalization or eventreorganization, or any distribution to holders liquidation of Spinco Common Stock other than a regular cash dividendBuyer, the Escrowed Shares under Section 2(a) above or otherwise, shall be appropriately adjusted on a pro rata basis without any additional action held by the parties heretoEscrow Agent as, and shall be included within the definition of, Escrowed Shares.

Escrowed Shares. Proportionate Interest. In accordance with --------------------------------------- Section 1.9 of the Purchase Agreement, on the Closing Date (iwhich date shall be set forth in a certificate of Monroe delivered to the Escrow Agent), Monroe, on behalf of the Xxxxxxx Stockholders, shall deposit with the Escrow Agent a number of shares of Monroe Common Stock (the "Escrowed Shares") During equal to (a) $3,583,124 divided by (b) the price at which shares of Monroe Common Stock will be sold to the public in the initial underwritten public offering of shares of Monroe Common Stock (the "IPO Price"). Each Xxxxxxx Stockholder shall thereby contribute a number of shares of Monroe Common Stock pro rata based upon the ratio that the number of shares of common stock of Xxxxxxx Enterprises, Inc., par value $.01 per share ("Xxxxxxx Common Stock") held by such Xxxxxxx Stockholder bears to the total number of shares of Xxxxxxx Common Stock held by all Xxxxxxx Stockholders immediately prior to the Closing. Such pro rata interest shall be referred to as such Xxxxxxx Stockholder's "Proportionate Interest." Although the Escrowed Shares shall be issued in the name of the Escrow Agent or its nominee, all Escrowed Shares shall be held by the Escrow Agent for the benefit of the Xxxxxxx Stockholders. If during the term of this AgreementAgreement there is declared a stock dividend or stock split, each Voyager Stockholder shall have the right to exercise any voting rights with respect to the Escrowed Shares attributable to such Voyager Stockholder pursuant to its Escrowed Share Proportion (as defined below) in any matter for which the Escrowed Shares are permitted to vote. The Voyager Stockholders’ Representative shall direct the Escrow Agent in writing as to the exercise of any such voting rights by Voyager Stockholders, and the Escrow Agent shall vote, or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representative. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Time, the Escrow Agent shall not vote any such shares in any matter for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid all securities thereby issuable with respect to the Escrowed Shares shall be deposited hereunder and shall be deemed distributed currently to "Escrowed Shares" for the Voyager Stockholders and deemed recontributed to purposes of this Agreement. If during the Escrow Account and delivered term of this Agreement there is paid to the Escrow Agent any dividends in cash or other property (other than securities) in respect of the Escrowed Shares, such dividends shall be paid currently by the Voyager Stockholders, Escrow Agent to the Xxxxxxx Stockholders in accordance with each Xxxxxxx Stockholder's Proportionate Interest. The Escrowed Shares shall be held in a bank account for the benefit of the Xxxxxxx Stockholders and be deposited in one or more interest-bearing accounts to be maintained disbursed by the Escrow Agent in accordance with the name terms of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions pursuant to Section 3(e)this Agreement. The parties hereto agree to report any dividends consistently with such treatment that for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposes. (iii) In , the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Spinco Common Stock other than a regular cash dividend, Xxxxxxx Stockholders will own the Escrowed Shares under Section 2(a) above shall be appropriately adjusted on a pro rata basis without any additional action by as of the parties heretoClosing Date.

Escrowed Shares. (i) During the term of this Agreement, each Voyager Stockholder shall have the right to exercise any voting rights with respect to the The Escrowed Shares attributable to such Voyager Stockholder pursuant to its Escrowed Share Proportion (as defined belowin Section 2.03(a)(iii)(A)) will be deposited by Buyer and held in any matter for which an escrow account (the Escrowed Shares are permitted to vote. The Voyager Stockholders’ Representative shall direct the “Escrow Agent in writing as to the exercise of any such voting rights by Voyager Stockholders, and the Escrow Agent shall vote, or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representative. Notwithstanding the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares of Spinco Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager OptionsAccount”) at the Effective Time, the Escrow Agent shall not vote any such shares in any matter for which the Escrowed Shares are permitted to vote. (ii) Any dividends paid with respect to the Escrowed Shares shall be deemed distributed currently to the Voyager Stockholders and deemed recontributed to the Escrow Account and delivered to the Escrow Agent managed by the Voyager Stockholders, to be held in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent for the benefit of the Voyager StockholdersSellers, subject to any distributions pursuant to Section 3(e)an Escrow Agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”) to be executed and delivered by the parties and the Escrow Agent at the Closing. The parties hereto agree Escrow Agreement will provide that the Escrowed Shares will be unconditionally released to report Sellers’ Representative on the 18-month anniversary of the Closing Date. The costs and fees to be charged by the Escrow Agent shall be paid by the Buyer. The Sellers shall be entitled to exercise (or direct the Escrow Agent to exercise) all the rights inherent to the Escrowed Shares to satisfy the indemnification obligations of Sellers, including, without limitation, any voting rights, subscription rights and rights to dividends consistently with such treatment for all U.S. federal (and, if applicable, state respect to the Escrowed Shares. Buyer and local) income tax and information reporting purposesSeller shall use commercially reasonable efforts to have the Escrow Agent provide Seller monthly statements of the Escrow Account during its existence. (iiiii) In The Escrowed Shares shall serve as security for the event indemnification obligations of any stock splitof the Sellers or the Company to Buyer and the other Buyer Indemnitees set forth in this Agreement, reverse stock splitincluding, stock dividendwithout limitation, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or eventArticle VIII, or any distribution Ancillary Document. On the 18-month anniversary the Closing Date, the Escrow Agent shall deliver the remaining Escrowed Shares to holders Sellers’ Representative that were not delivered to Buyer as payment for damages of Spinco Common Stock Buyer or any other than a regular cash dividendBuyer Indemnitee pursuant to this Agreement or the Escrow Agreement and are not withheld pending pursuant to the Escrow Agreement. Any such withheld pending Escrowed Shares, to the extent not applied in satisfaction of such indemnification obligations referred to in the foregoing sentence pursuant to this Agreement or the Escrow Agreement, shall be delivered to Sellers’ Representative promptly upon resolution of the applicable dispute(s) for which such Escrowed Shares were withheld. Nothing in this Section 2.02(b) shall be construed as limiting the liability of Sellers to the Escrowed Shares, nor shall payments from the Escrowed Shares be considered as liquidated damages for any breach under Section 2(a) above shall be appropriately adjusted on a pro rata basis without this Agreement or any additional action by the parties heretoother Ancillary Document.

Escrowed Shares. (i) During For purposes of determining the term value of this Escrowed Shares held in the Escrow Account in connection with determining the number of Escrowed Shares to be delivered in order to satisfy Indemnification Claims made by Holdco Indemnitees under the Business Combination Agreement, each Voyager Stockholder Escrowed Share shall be deemed to have a value as of the date hereof equal to $83.73 (the “Parent Stock Price”), as adjusted pursuant to the terms of the Business Combination Agreement (the Parent Stock Price, as the same may be so adjusted, the “Adjusted Parent Stock Price”); provided that for purposes of determining the number of Escrowed Shares to be delivered in order to satisfy Indemnification Claims made by Holdco Indemnities under the Business Combination Agreement, in accordance with Section 11.4 of the Business Combination Agreement, each Escrowed Share shall have the right to exercise any voting rights with respect a value equal to the Escrowed Shares attributable Adjusted Parent Stock Price in effect as of the date on which Parent delivers the Claim Notice to such Voyager Stockholder the Escrow Agent. Within two (2) Business Days following the final determination of any adjustment of the Parent Stock Price pursuant to its Escrowed Share Proportion (as defined below) in any matter for which the Escrowed Shares are permitted to vote. The Voyager Stockholders’ terms of the Business Combination Agreement, Parent and the Shareholder Representative shall direct deliver joint written instructions signed by the Shareholder Representative and Parent notifying the Escrow Agent in writing as to the exercise of any such voting rights by Voyager Stockholders, and the Escrow Agent shall vote, or cause to be voted, such Escrowed Shares pursuant to any such directions of the Voyager Stockholders’ Representativethen-current amount of the Adjusted Parent Stock Price. Notwithstanding For the foregoing, with respect to Escrowed Shares that are subject to options to purchase shares avoidance of Spinco Common Stock (“Spinco Options”), which were converted from options to purchase shares of Voyager Capital Stock (“Voyager Options”) at the Effective Timedoubt, the Escrow Agent shall not vote have no duty, responsibility or obligation to make any determination as to the amount of the Parent Stock Price or Adjusted Parent Stock Price pursuant to this Agreement, and may rely conclusively on any such shares determinations thereof made by Parent and the Shareholder Representative that are provided to the Escrow Agent in any matter for which the Escrowed Shares are permitted to votejoint written instructions. (ii) Any dividends paid with respect Notwithstanding anything to the Escrowed Shares contrary in this Agreement, no fractional Holdco Common Shares, and no certificates or scrip for any such fractional shares, shall be deemed released or distributed currently to the Voyager Stockholders and deemed recontributed Recipients pursuant to the Escrow Account and delivered to the Escrow Agent by the Voyager Stockholders, this Agreement (after aggregating all fractional Holdco Common Shares to be held received by such Recipient in a bank account and be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent for the benefit of the Voyager Stockholders, subject to any distributions pursuant to Section 3(e). The parties hereto agree to report any dividends consistently connection with such treatment for all U.S. federal (and, if applicable, state and local) income tax and information reporting purposesrelease or distribution). (iii) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Spinco Common Stock other than a regular cash dividend, the Escrowed Shares under Section 2(a) above shall be appropriately adjusted on a pro rata basis without any additional action by the parties hereto.