Common use of Release of Escrow Funds Clause in Contracts

Release of Escrow Funds. (1) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Corporation of a Qualifying Transaction within the Permitted Timeline; (ii) a redemption (on the closing of a Qualifying Transaction or on an extension of the Permitted Timeline, each as provided herein) by holders of, or an Automatic Redemption of, Class A Restricted Voting Shares; (iii) a Winding-Up of the Corporation; and (iv) the requirement of the Corporation to pay taxes on the interest or certain other amounts earned on the Escrow Funds (including, if applicable, as described herein, under Part VI.1 of the Tax Act arising in connection with the redemption of the Class A Restricted Voting Shares), and for payment of certain expenses, as described herein. (2) If the Corporation is unable to complete a Qualifying Transaction within the Permitted Timeline, the Escrow Agent, as instructed by the Corporation, will be required to complete the liquidation of the Escrow Account on behalf of the Corporation, and as promptly as reasonably possible, on an automatic redemption date specified by the Corporation (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting Shares, at a per-Class A Restricted Voting Share price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law. (3) In conjunction with the meeting (if required by the Exchange’s rules at the time of the Qualifying Transaction) of shareholders of the Corporation to be held within the Permitted Timeline to vote on whether to proceed with the Corporation’s Qualifying Transaction (or in the event of a meeting of shareholders of the Corporation to vote on whether to approve an extension to the Permitted Timeline to up to 36 months), and irrespective of whether they vote for or against, or do not vote on, the Qualifying Transaction (or any proposed extension to the Permitted Timeline), holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to the fifth Business Day before the applicable meeting (or, if no such meeting is required, then prior to a deadline specified by the Corporation, following public disclosure of the details of the Qualifying Transaction and prior to the closing of the Qualifying Transaction, of which prior notice had been provided to holders of the Class A Restricted Voting Shares by any means permitted by the Exchange, not less than 25 days nor more than 60 days in advance of such deadline) with effect, subject to applicable law, immediately prior to the closing by the Corporation of a Qualifying Transaction (or immediately prior to the date that the extension to the Permitted Timeline takes effect), for an amount per Class A Restricted Voting Share, payable in cash, equal to the Qualifying Transaction Redemption Amount or the Qualifying Transaction Extension Redemption Amount, as applicable, subject to applicable law. (4) Subject to applicable law, on the closing by the Corporation of a Qualifying Transaction, all remaining amounts of the Escrow Funds held in the Escrow Account not previously paid out or payable to the Corporation in respect of redeeming‌ holders of Class A Restricted Voting Shares, or paid out for the Corporation’s tax liabilities on interest or other amounts earned on the Escrow Funds, will be released to the Corporation. Subject to the foregoing and in accordance with the joint written notice and instructions by the Underwriter and the Corporation, a portion of the balance of the non-redeemed shares’ portion of the Escrow Funds will be used by the Corporation to pay (i) the Underwriter 50.0% of the Deferred Underwriting Commissions and (ii) the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. The Discretionary Deferred Portion will be payable only at the Corporation’s sole discretion, in whole or in part, and only upon completion of its Qualifying Transaction, in accordance with the terms of the Underwriting Agreement. Any remaining funds in the Escrow Account may then be used, at the Corporation’s sole discretion, including for general corporate purposes. For greater certainty, the amount of the Deferred Underwriting Commissions owing to the Underwriter as well as the amount of the Discretionary Deferred Portion will not be reduced as a result of redemptions of Class A Restricted Voting Shares in connection with a Qualifying Transaction. To the extent funds are available therefor in the Escrow Account following the payment of the Qualifying Transaction Redemption Amount to all redeeming holders of Class A Restricted Voting Shares, plus applicable taxes and expenses, upon the closing by the Corporation of a Qualifying Transaction, the Corporation irrevocably directs the Escrow Agent to pay such portion (i) as is equal to 50.0% of the Deferred Underwriting Commissions to the Underwriter, or as it may direct, and (ii) as is equal to the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. (5) For greater certainty, and subject to Section 4(l), the Escrow Agent shall not release any of the Escrow Funds pursuant to this Agreement unless and until the Escrow Agent receives a direction signed on behalf of the Corporation by any one of its President, Chief Executive Officer, Chief Financial Officer, or Chairman of the board of directors, and which shall be released as soon as reasonably practicable and no later than three (3) Business Days thereafter.

Release of Escrow Funds. (1) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Corporation of a Qualifying Transaction Acquisition within the Permitted Timeline; (ii) a redemption (on the closing of a Qualifying Transaction Acquisition or on an extension of the Permitted Timeline, each as provided herein) by holders Holders of, or an Automatic Redemption automatic redemption of, Class A Restricted Voting Shares; (iii) a Winding-Up winding- up of the Corporation; and (iv) the requirement of the Corporation to pay taxes on the interest or certain other amounts earned on the Escrow Funds (including, if applicable, as described herein, under Part VI.1 of the Tax Act arising in connection with the redemption of the Class A Restricted Voting Shares), and for payment of certain expenses, as described herein. (2) If the Corporation is unable to complete a Qualifying Transaction Acquisition within the Permitted Timeline, the Escrow Agent, as instructed by the Corporation, will be required to complete the liquidation of the Escrow Account on behalf of the Corporation, and as promptly as reasonably possible, on an automatic redemption date specified by the Corporation (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting Shares, at a per-Class A Restricted Voting Share share price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law. (3) In conjunction with the meeting (if required by the Exchange’s rules at the time of the Qualifying Transaction) of shareholders of the Corporation to be held within the Permitted Timeline to vote on whether to proceed with the Corporation’s Qualifying Transaction Acquisition (or in the event of a meeting of shareholders of the Corporation to vote on whether to approve an extension to the Permitted Timeline to up to 36 months), and irrespective of whether they vote for or against, or do not vote on, the Qualifying Transaction Acquisition (or any proposed extension to the Permitted Timeline), holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to the fifth second Business Day before the applicable meeting (or, if no such meeting is required, then prior to a deadline specified by the Corporation, following public disclosure of the details of the Qualifying Transaction and prior to the closing of the Qualifying Transaction, of which prior notice had been provided to holders of the Class A Restricted Voting Shares by any means permitted by the Exchange, not less than 25 days nor more than 60 days in advance of such deadline) with effect, subject to applicable law, immediately prior to the closing by the Corporation of a Qualifying Transaction Acquisition (or immediately prior to the date that the extension to the Permitted Timeline takes effect), for an amount per Class A Restricted Voting Shareshare, payable in cash, equal to the Qualifying Transaction Acquisition Redemption Amount or the Qualifying Transaction Acquisition Extension Redemption Amount, as applicable, subject to applicable law. (4) Subject to applicable law, on the closing by the Corporation of a Qualifying TransactionAcquisition, all remaining amounts of the Escrow Funds held in the Escrow Account not previously paid out or payable to the Corporation in respect of redeeming‌ redeeming holders of Class A Restricted Voting Shares, or paid out for the Corporation’s tax liabilities on interest or other amounts earned on the Escrow Funds, will be released to the Corporation. Subject to the foregoing and in accordance with the joint written notice and instructions by the Underwriter and Joint Book-Runners, on behalf of the Underwriters, to the Corporation, a portion of the balance of the non-redeemed shares’ portion of the Escrow Funds will be used by the Corporation to pay (i) the Underwriter 50.0% of the Underwriters their Deferred Underwriting Commissions and (ii) the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. The Discretionary Deferred Portion will be payable only at the Corporation’s sole discretion, in whole or in part, and only upon completion of its Qualifying Transaction, in accordance with the terms of the Underwriting Agreement. Any remaining funds in the Escrow Account may then be used, at the Corporation’s sole discretion, including used for general corporate purposes. For greater certainty, the amount of the Deferred Underwriting Commissions owing to the Underwriter as well as the amount of the Discretionary Deferred Portion Underwriters will not be reduced as a result of redemptions of Class A Restricted Voting Shares in connection with a Qualifying TransactionAcquisition. To the extent funds are available therefor in the Escrow Account following the payment of the Qualifying Transaction Acquisition Redemption Amount to all redeeming holders of Class A Restricted Voting Shares, plus applicable taxes and expenses, upon the closing by the Corporation of a Qualifying TransactionAcquisition, the Corporation irrevocably directs the Escrow Agent to pay such portion (i) as is equal to 50.0% the amount of the Deferred Underwriting Commissions to the Underwriter, or Joint Book-Runners as it they may direct, and (ii) as is equal to the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. (5) For greater certainty, and subject to Section 4(l), the Escrow Agent shall not release any of the Escrow Funds pursuant to this Agreement unless and until the Escrow Agent receives a direction signed on behalf of the Corporation by any one of its President, Chief Executive Officer, Chief Financial Officer, or Chairman of the board of directors, and which shall be released as soon as reasonably practicable and no later than three (3) Business Days thereafter.

Release of Escrow Funds. (1a) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Corporation Limited Partnership of a Qualifying Transaction within the Permitted Timeline; (ii) a redemption (on the closing of a Qualifying Transaction or on an extension of the Permitted Timeline, each as provided herein) by holders of, or an Automatic Redemption automatic redemption of, Class A Restricted Voting SharesUnits; (iii) a Winding-Up of the CorporationUp; and (iv) the requirement of the Corporation Limited Partnership to pay taxes on the interest or certain other amounts earned on the Escrow Funds (including, if applicable, as described herein, under Part VI.1 of the Tax Act arising in connection with the redemption of the Class A Restricted Voting Shares)Funds, and for payment of certain expenses, as described herein. (2b) If the Corporation Limited Partnership is unable to complete a Qualifying Transaction within the Permitted Timeline, the Escrow Agent, as instructed by the CorporationGeneral Partner, will be required to complete the liquidation of the Escrow Account on behalf of the CorporationLimited Partnership, and as promptly as reasonably possible, on an automatic redemption date specified by the Corporation Limited Partnership (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting SharesUnits, at a per-Class A Restricted Voting Share unit price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law. (3c) In conjunction with the closing of a Qualifying Transaction within the Permitted Timeline for which a unitholders meeting (if is not required to be held, holders of Restricted Voting Units will be provided with the opportunity to redeem all or a portion of their Restricted Voting Units, provided that they deposit their units for redemption by the Exchange’s rules at redemption deposit deadline specified by the time Limited Partnership, for an amount per Restricted Voting Unit, payable in cash, equal to the Qualifying Transaction Redemption Amount, subject to applicable law.‌ (d) Subject to certain limitations described in the Prospectus, in the event of a meeting of unitholders of the Qualifying Transaction) of shareholders of the Corporation Limited Partnership to be held within the Permitted Timeline to vote on whether to proceed with the Corporation’s approve a proposed Qualifying Transaction (if required by applicable law) or in the event of a meeting of shareholders of the Corporation to vote on whether to approve an extension to the Permitted Timeline to up to 36 months), and irrespective of whether they vote for or against, or do not vote on, the on any proposed Qualifying Transaction (or any proposed extension to the Permitted Timeline), holders of Class A Restricted Voting Shares Units will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting SharesUnits, provided that they deposit their shares units for redemption prior to the fifth second Business Day before the applicable unitholders’ meeting (or, if no such meeting is required, then prior to a deadline specified by the Corporation, following public disclosure in respect of the details of the proposed Qualifying Transaction and prior to the closing of the Qualifying Transaction, of which prior notice had been provided to holders of the Class A Restricted Voting Shares by any means permitted by the Exchange, not less than 25 days nor more than 60 days in advance of such deadline) with effector extension, subject to applicable law, immediately prior to the closing by the Corporation Limited Partnership of a Qualifying Transaction (or immediately prior to the date that the extension to the Permitted Timeline takes effect), for an amount per Class A Restricted Voting ShareUnit, payable in cash, equal to the Qualifying Transaction Redemption Amount or the Qualifying Transaction Extension Redemption Amount, as applicable, subject to the limitations described in the Prospectus with respect to redemptions in connection with the Limited Partnership’s Qualifying Transaction, as applicable, and subject to applicable law. (4e) Subject to the next sentence and to applicable law, on the closing by the Corporation Limited Partnership of a Qualifying Transaction, all remaining amounts of the Escrow Funds held in the Escrow Account not previously paid out or payable to by the Corporation Limited Partnership in respect of redeeming‌ redeeming holders of Class A Restricted Voting Shares, Units (including expenses directly related to the redemptions) or paid out or payable by the Limited Partnership for the CorporationLimited Partnership’s tax liabilities on interest or other amounts earned on the Escrow Funds, will be released to the CorporationLimited Partnership. Subject to the foregoing and in In accordance with the joint written notice and instructions by the Underwriter and the CorporationUnderwriters, a portion of the balance of the non-redeemed shares’ units portion of the Escrow Funds will be used by the Corporation Limited Partnership to pay (i) the Underwriter 50.0% Underwriters the portion of the Deferred Underwriting Commissions Commission provided in the Underwriting Agreement (in an amount equal to U.S.$5,000,000, assuming the Over-Allotment Option is not exercised, and U.S.$5,750,000 assuming the Over-Allotment Option is exercised in full) and the Upfront Deferred Amount and (ii) the Discretionary Deferred Portion (in an amount equal to U.S.$2,000,000, assuming the Over-Allotment Option is not exercised, and U.S.$2,300,000 assuming the Over-Allotment Option is exercised in full) to such person(s) as is designated by the CorporationLimited Partnership, all in accordance with the terms of the Underwriting Agreement. The Discretionary Deferred Portion will be payable only at the CorporationGeneral Partner’s sole discretion, in whole or in part, and only upon completion of its the Limited Partnership’s Qualifying Transaction, in accordance with the terms of the Underwriting Agreement. Any remaining funds in the Escrow Account may then be used, at the CorporationGeneral Partner’s sole discretion, including for general corporate purposes. For greater certainty, the amount of the Deferred Underwriting Commissions Commission and Upfront Deferred Amount owing to the Underwriter Underwriters as well as the amount of the Discretionary Deferred Portion will not be reduced as a result of redemptions of Class A Restricted Voting Shares Units in connection with a completed Qualifying Transaction. To the extent funds are available therefor in the Escrow Account following the payment of the Qualifying Transaction Redemption Amount to all redeeming holders of Class A Restricted Voting SharesUnits, plus applicable taxes and expenses, upon the closing by the Corporation Limited Partnership of a Qualifying Transaction, the Corporation General Partner irrevocably directs the Escrow Agent to pay such portion (i) as is equal to 50.0% the portion of the Deferred Underwriting Commissions Commission provided in the Underwriting Agreement and the Upfront Deferred Amount to the UnderwriterUnderwriters, or as it they may direct, and (ii) as is equal to the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. (5) For greater certainty, and subject to Section 4(l), the Escrow Agent shall not release any of the Escrow Funds pursuant to this Agreement unless and until the Escrow Agent receives a direction signed on behalf of the Corporation by any one of its President, Chief Executive Officer, Chief Financial Officer, or Chairman of the board of directors, and which shall be released as soon as reasonably practicable and no later than three (3) Business Days thereafter.and

Release of Escrow Funds. (1) Subject to applicable law and as further described in the Prospectus, none of Escrow Agent shall hold the Escrow Funds in accordance with this Agreement and administer the Escrow Account will be released from Funds as follows: (a) Buyer may on its own behalf or on behalf of any other Buyer Indemnified Person (as defined in the Escrow Account until the earliest of: Stock Purchase Agreement): (i) assert a claim for a payment pursuant to Article IX of the closing Stock Purchase Agreement (a “General Claim”) by complying in all respects with the Corporation applicable provisions of a Qualifying Transaction within the Permitted TimelineStock Purchase Agreement and by giving written notice of such General Claim to Escrow Agent, at any time prior to 5:00 p.m., Central Time, on [ ], 2013(1) (the “General Escrow Deadline”); or (ii) assert a redemption claim for a payment pursuant to Section 3.3(a), Section 3.6 or Section 3.8 of the Stock Purchase Agreement (each, an “Adjustment Claim”) by complying in all respects with the applicable provisions of the Stock Purchase Agreement and by giving written notice of such Adjustment Claim to Escrow Agent, at any time prior to 5:00 p.m., Central Time, on the closing of a Qualifying Transaction or on an extension of General Escrow Deadline, requesting payment from the Permitted Timeline, each as provided herein) by holders of, or an Automatic Redemption of, Class A Restricted Voting Shares; (iii) a Winding-Up of the Corporation; and (iv) the requirement of the Corporation to pay taxes on the interest or certain other amounts earned on the General Escrow Funds (includingeach, if a “General Claim Notice”), with a copy thereof concurrently to Representative, describing the General Claim or the Adjustment Claim, as applicable, as described herein, under Part VI.1 the amount thereof and including payment instructions. (b) Buyer may assert a claim for payment pursuant to Section 9.5 of the Tax Act arising Stock Purchase Agreement in connection respect of any Un-Finalized Excluded Liability (each, an “Un-Finalized Excluded Liability Claim”) by complying in all respects with the redemption applicable provisions of the Class A Restricted Voting SharesStock Purchase Agreement and by giving written notice of such Un-Finalized Excluded Liability Claim to Escrow Agent, at any time prior to 5:00 p.m., Central Time, on [ ], 2014(2) (the “Un-Finalized Excluded Liability Escrow Deadline”) requesting payment from the Un-Finalized Excluded Liabilities Funds (each, a “Un-Finalized Excluded Liability Claim Notice”), with a copy thereof concurrently to Representative, describing the Un-Finalized Excluded Liability Claim, the amount thereof and including payment instructions. (c) Buyer may assert a claim for payment pursuant to Section 6.7 of certain expensesthe Stock Purchase Agreement in respect of any Specified Lease (each, as described hereina “Specified Lease Claim”) by (1) Eighteen months after the Closing Date. (2) If Two years after the Corporation is unable Closing Date. complying in all respects with the applicable provisions of the Stock Purchase Agreement and by giving written notice of such Specified Lease Claim to complete a Qualifying Transaction within the Permitted Timeline, the Escrow Agent, as instructed by the Corporationat any time prior to 5:00 p.m., will be required to complete the liquidation of the Escrow Account on behalf of the Corporation, and as promptly as reasonably possibleCentral Time, on an automatic redemption date specified by [ ], 2013(3) (the Corporation “Specified Lease Escrow Deadline”) requesting payment from the Specified Lease Reimbursement Funds (such date to be within 10 days following each, a “Specified Lease Claim Notice” and, together with the last day of General Claim Notices and the Permitted TimelineUn-Finalized Excluded Liability Claim Notices, the “Claim Notices” and each, a “Claim Notice”), with a copy thereof concurrently to distribute in accordance with Representative, describing the Written Automatic Redemption InstructionsSpecified Lease Claim, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting Shares, at a per-Class A Restricted Voting Share price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable lawamount thereof and including payment instructions. (3d) In conjunction Concurrently with the meeting delivery of any Claim Notice, Buyer shall also deliver to Escrow Agent written proof of delivery to Representative of a copy of any Claim Notice (if required by which proof may consist of a fax confirmation receipt), stating the Exchange’s rules at the time date on which such copy of the Qualifying TransactionClaim Notice was delivered to Representative. Notwithstanding anything to the contrary contained in this Section 5, Escrow Agent may assume that any Claim Notice to be delivered to Escrow Agent and Representative has been received by Representative on the date it has been received by Escrow Agent, but Escrow Agent need not inquire or verify such receipt. (e) Representative may, prior to 5:00 p.m., Central Time, on the 20th Business Day (hereinafter defined) after the delivery date stated in the written proof of delivery referenced in Section 5(d) (“Dispute Period”), deliver to Buyer and Escrow Agent a response (“Dispute Notice”), in which Representative may either (i) dispute that Buyer is entitled to receive a portion of the amount claimed in the Claim Notice, specifying in reasonable detail the nature and basis of Representative’s objection to payment of the full amount claimed by Buyer (in which case, Escrow Agent shall promptly pay the undisputed amount to Buyer from the Escrow Funds) or (ii) dispute that Buyer is entitled to receive any of the amount claimed in the Claim Notice, specifying in reasonable detail the nature and basis of Representative’s objection to payment of the full amount claimed by Buyer; provided, however, that, if Representative shall fail to deliver either of the responses described in clauses (i) or (ii) of shareholders this Section 5(e) prior to the end of the Corporation Dispute Period, Representative will be deemed to be held within the Permitted Timeline have agreed that Buyer is entitled to vote on whether to proceed with the Corporation’s Qualifying Transaction (or receive all amounts claimed in the event Claim Notice. In such event, Buyer will send notice of such failure to Escrow Agent (with concurrent delivery of a meeting of shareholders of the Corporation copy thereof to vote on whether to approve an extension to the Permitted Timeline to up to 36 monthsRepresentative), and irrespective of whether they vote for or against, or do not vote on, the Qualifying Transaction (or any proposed extension to the Permitted Timeline), holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to the fifth Business Day before the applicable meeting (or, if no such meeting is required, then prior to a deadline specified by the Corporation, following public disclosure of the details of the Qualifying Transaction and prior to the closing of the Qualifying Transaction, of which prior notice had been provided to holders of the Class A Restricted Voting Shares by any means permitted by the Exchange, not less than 25 days nor more than 60 days in advance upon receipt of such deadline) with effectwritten notice, subject Escrow Agent shall promptly pay such full amount to applicable law, immediately prior to the closing by the Corporation of a Qualifying Transaction (or immediately prior to the date that the extension to the Permitted Timeline takes effect), for an amount per Class A Restricted Voting Share, payable in cash, equal to the Qualifying Transaction Redemption Amount or the Qualifying Transaction Extension Redemption Amount, as applicable, subject to applicable law. (4) Subject to applicable law, on the closing by the Corporation of a Qualifying Transaction, all remaining amounts of the Escrow Funds held in the Escrow Account not previously paid out or payable to the Corporation in respect of redeeming‌ holders of Class A Restricted Voting Shares, or paid out for the Corporation’s tax liabilities on interest or other amounts earned on Buyer from the Escrow Funds, will be released subject to Section 5. (f) If Escrow Agent receives a Dispute Notice prior to the Corporation. Subject end of the Dispute Period, the amount objected to shall be held by Escrow Agent and not released from the foregoing and applicable Escrow Account except in accordance with the (i) joint written notice instructions executed by both Buyer and Representative setting forth instructions by to Escrow Agent as to the Underwriter and the Corporation, a payment of all or any portion of the balance applicable Escrow Funds, or (ii) a certified copy of the a final, binding and non-redeemed shares’ appealable judgment or order of a court of competent jurisdiction that decided the underlying claim with respect to such amount (with concurrent delivery of a copy thereof to the other Party) setting forth instructions to Escrow Agent as to the payment of all or any portion of the Escrow Funds will be used (an “Order”), accompanied by written notice from either Buyer or Representative, and Escrow Agent shall thereupon pay the Corporation amount of Escrow Funds (to pay (i) the Underwriter 50.0% extent of the Deferred Underwriting Commissions and (iiapplicable Escrow Funds then held by Escrow Agent) the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreementsuch instructions or Order. The Discretionary Deferred Portion will be payable only at the Corporation’s sole discretion, in whole or in part, and only upon completion of its Qualifying Transaction, in accordance with the terms of the Underwriting Agreement. Any remaining funds in the Escrow Account may then be used, at the Corporation’s sole discretion, including for general corporate purposes. For greater certainty, the amount of the Deferred Underwriting Commissions owing to the Underwriter as well as the amount of the Discretionary Deferred Portion will not be reduced as a result of redemptions of Class A Restricted Voting Shares in connection with a Qualifying Transaction. To the extent funds are available therefor in the Escrow Account following the payment of the Qualifying Transaction Redemption Amount to all redeeming holders of Class A Restricted Voting Shares, plus applicable taxes and expenses, upon the closing by the Corporation of a Qualifying Transaction, the Corporation irrevocably directs the Escrow Agent to pay such portion (i) as is equal to 50.0% of the Deferred Underwriting Commissions to the Underwriter, or as it may direct, and (ii) as is equal to the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. (5) For greater certainty, and subject to Section 4(l), the Escrow Agent shall not release be obligated to confirm the validity of any of Order or the final or non-appealable nature thereof, its only obligation being to rely in good faith on such Order delivered to Escrow Funds Agent pursuant to this Agreement unless and until the Escrow Agent receives a direction signed on behalf of the Corporation by any one of its President, Chief Executive Officer, Chief Financial Officer, or Chairman of the board of directors, and which shall be released as soon as reasonably practicable and no later than three (3) Business Days thereafterterms hereof.

Release of Escrow Funds. (1) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Corporation of a Qualifying Transaction within the Permitted TimelineTimeline (and in any event no later than thirty (30) days following the closing of the Qualifying Transaction); (ii) a redemption (on the closing of a Qualifying Transaction or on an extension of the Permitted Timeline, each as provided herein) by holders of, or an Automatic Redemption of, Class A Restricted Voting Shares; (iii) a Winding-Up of the Corporation; and (iv) the requirement of the Corporation to pay taxes on the interest or certain other amounts earned on the Escrow Funds (including, if applicable, as described herein, under Part VI.1 of the Tax Act arising in connection with the redemption of the Class A Restricted Voting Shares), and for payment of certain expensesactual and expected direct expenses related to a redemption, as subject to the limitations described hereinin the Prospectus. (2) If the Corporation is unable to complete a Qualifying Transaction within the Permitted Timeline, the Escrow Agent, as instructed by the CorporationCorporation in accordance with the Written Automatic Redemption Instructions, will be required to complete the liquidation of the Escrow Account on behalf of the Corporation, and as promptly as reasonably possible, on an automatic redemption date specified by the Corporation (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting Shares, at a per-for an amount per Class A Restricted Voting Share priceShare, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law. (3) In conjunction with Subject to certain limitations described in the Prospectus, in the event of a meeting (if required by the Exchange’s rules at the time of the Qualifying Transaction) of shareholders of the Corporation to be held within the Permitted Timeline to vote on whether to proceed with the Corporation’s Qualifying Transaction (or in the event of a meeting of shareholders of the Corporation to vote on whether to approve an extension to the Permitted Timeline to up to 36 months), and irrespective of whether they vote for or against, or do not vote on, the Qualifying Transaction (or on any proposed extension to the Permitted Timeline), holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to 5:00 p.m. (Toronto time) on the fifth Business Day before the applicable shareholders’ meeting (or, if no such meeting is required, then prior to a deadline specified by the Corporation, following public disclosure in respect of the details of the Qualifying Transaction and prior to the closing of the Qualifying Transactionextension, of which prior notice had been provided to holders of the Class A Restricted Voting Shares by any means permitted by the Exchange, not less than 25 days nor more than 60 days in advance of such deadline) with effect, subject to applicable law, immediately prior to the closing by the Corporation of a Qualifying Transaction (or immediately prior to the date that the extension to the Permitted Timeline takes effect), for an amount per Class A Restricted Voting Share, payable in cash, equal to the Qualifying Transaction Extension Redemption Amount, subject to applicable law. (4) In connection with the closing of a Qualifying Transaction, holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption by the redemption deposit deadline specified by the Corporation, for an amount per Class A Restricted Voting Share, payable in cash, equal to the Qualifying Transaction Redemption Amount or the Qualifying Transaction Extension Redemption Amount, as applicable, subject to applicable law. (45) Subject to applicable law, on the closing by the Corporation of a Qualifying Transaction, all remaining amounts of the Escrow Funds held in the Escrow Account not previously paid out or payable to the Corporation in respect of redeeming‌ redeeming holders of Class A Restricted Voting Shares, or paid out for the Corporation’s tax liabilities on interest or other amounts earned on the Escrow Funds, will be released to the Corporation. Subject to the foregoing and in accordance with the joint written notice and instructions by the Underwriter and the Corporation, a portion of the balance of the non-redeemed shares’ portion of the Escrow Funds will be used by the Corporation to pay (i) pay the Underwriter 50.073.33% of the Deferred Underwriting Commissions and (ii) the Discretionary Deferred Portion pay to such person(s) as is designated by the CorporationCorporation and/or retain, in whole or in part, 26.67% of the Deferred Underwriting Commissions, representing the Discretionary Deferred Portion, all in accordance with the terms of the Underwriting Agreement. The Discretionary Deferred Portion will be payable only and released (and/or retained by the Corporation) in whole or in part, at the Corporation’s sole discretion, in whole or in part, and only upon completion of its Qualifying Transaction, in accordance with the terms of the Underwriting Agreement. Any remaining funds in the Escrow Account may then be used, at the Corporation’s sole discretion, including for general corporate purposes. For greater certainty, the amount of the Deferred Underwriting Commissions owing to the Underwriter as well as the amount of the Discretionary Deferred Portion will not be reduced as a result of redemptions of Class A Restricted Voting Shares in connection with a Qualifying Transaction. To the extent funds are available therefor in the Escrow Account following the payment of the Qualifying Transaction Redemption Amount to all redeeming holders of Class A Restricted Voting Shares, plus applicable taxes and expensesexpenses thereon, upon the closing by the Corporation of a Qualifying Transaction, the Corporation irrevocably directs the Escrow Agent to pay and/or retain, as applicable, such portion amount (i) as is equal to 50.073.33% of the Deferred Underwriting Commissions to the Underwriter, or as it the Underwriter may direct, and (ii) as is equal to 26.67% of the Deferred Underwriting Commissions, representing the Discretionary Deferred Portion Portion, to such person(s) as is designated by the Corporation, and/or retain, all in accordance with the terms of the Underwriting Agreement. (56) For greater certainty, and subject to Section 4(l), the Escrow Agent shall not release any of the Escrow Funds pursuant to this Agreement unless and until the Escrow Agent receives a direction signed on behalf of the Corporation by any one of its President, Chief Executive Officer, Chief Financial Officer, or Chairman of the board of directors, and which shall be released as soon as reasonably practicable and no later than three (3) Business Days thereafter.

Release of Escrow Funds. (1a) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Corporation of a Qualifying Transaction Acquisition within the Permitted Timeline; (ii) a redemption (on the closing of a Qualifying Transaction Acquisition or on an extension of the Permitted Timeline, each as provided herein) by holders of, or an Automatic Redemption automatic redemption of, Class A Restricted Voting Shares; (iii) a Winding-Up of the CorporationUp; and (iv) the requirement of the Corporation to pay taxes on the interest or certain other amounts earned on the Escrow Funds (including, if applicable, as described herein, under Part VI.1 of the Tax Act arising in connection with the redemption of the Class A Restricted Voting Shares), and for payment of certain expenses, as described herein. (2b) If the Corporation is unable to complete a Qualifying Transaction Acquisition within the Permitted Timeline, the Escrow Agent, as instructed by the Corporation, will be required to complete the liquidation of the Escrow Account on behalf of the Corporation, and as promptly as reasonably possible, on an automatic redemption date specified by the Corporation (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting Shares, at a per-Class A Restricted Voting Share share price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law. (3c) In conjunction with the closing of a Qualifying Acquisition within the Permitted Timeline for which a shareholders meeting (if is not required to be held, holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption by the Exchange’s rules at redemption deposit deadline specified by the time of Corporation, for an amount per Class A Restricted Voting Share, payable in cash, equal to the Qualifying TransactionAcquisition Redemption Amount, subject to applicable law. (d) Subject to certain limitations described in the Prospectus, in the event of a meeting of shareholders of the Corporation to be held within the Permitted Timeline to vote on whether to proceed with the Corporation’s approve a proposed Qualifying Transaction Acquisition (if required by applicable law) or in the event of a meeting of shareholders of the Corporation to vote on whether to approve an extension to the Permitted Timeline to up to 36 months), and irrespective of whether they vote for or against, or do not vote on, the Qualifying Transaction (or on any proposed Qualifying Acquisition or extension to the Permitted Timeline), holders of Class A Restricted Voting Shares will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting Shares, provided that they deposit their shares for redemption prior to the fifth second Business Day before the applicable shareholders’ meeting (or, if no such meeting is required, then prior to a deadline specified by the Corporation, following public disclosure in respect of the details of the proposed Qualifying Transaction and prior to the closing of the Acquisition Qualifying Transaction, of which prior notice had been provided to holders of the Class A Restricted Voting Shares Acquisition (if required by any means permitted by the Exchange, not less than 25 days nor more than 60 days in advance of such deadlineapplicable law) with effector extension or extension, subject to applicable law, immediately prior to the closing by the Corporation of a Qualifying Transaction (Acquisition or immediately prior to the date that the extension to the Permitted Timeline takes effect), for an amount per Class A Restricted Voting Share, payable in cash, equal to the Qualifying Transaction Acquisition Redemption Amount or the Qualifying Transaction Acquisition Extension Redemption Amount, as applicable, subject to the limitations described in the Prospectus with respect to redemptions in connection with the Corporation's Qualifying Acquisition, as applicable, and subject to applicable law. (4e) Subject to the next sentence and to applicable law, on the closing by the Corporation of a Qualifying TransactionAcquisition, all remaining amounts of the Escrow Funds held in the Escrow Account not previously paid out or payable to by the Corporation in respect of redeeming‌ redeeming holders of Class A Restricted Voting Shares, Shares (including expenses directly related to the redemptions) or paid out or payable by the Corporation for the Corporation’s tax liabilities on interest or other amounts earned on the Escrow Funds, will be released to the Corporation. Subject to the foregoing and in In accordance with the joint written notice and instructions by the Underwriter and the CorporationUnderwriters, a portion of the balance of the non-redeemed shares’ shares portion of the Escrow Funds will be used by the Corporation to pay (i) the Underwriter 50.0% Underwriters the portion of the Deferred Underwriting Commissions Commission provided in the Underwriting Agreement (in an amount equal to U.S.$11,375,000, assuming the Over-Allotment Option is not exercised, and U.S.$13,093,750 assuming the Over-Allotment Option is exercised in full) and (ii) the Discretionary Deferred Portion (in an amount equal to U.S.$1,750,000, assuming the Over-Allotment Option is not exercised, and U.S.$2,000,000 assuming the Over-Allotment Option is exercised in full) to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. The Discretionary Deferred Portion will be payable only at the Corporation’s sole discretion, in whole or in part, and only upon completion of its Qualifying TransactionAcquisition, in accordance with the terms of the Underwriting Agreement. Any remaining funds in the Escrow Account may then be used, at the Corporation’s sole discretion, including for general corporate purposes. For greater certainty, the amount of the Deferred Underwriting Commissions Commission owing to the Underwriter Underwriters as well as the amount of the Discretionary Deferred Portion will not be reduced as a result of redemptions of Class A Restricted Voting Shares in connection with a completed Qualifying TransactionAcquisition. To the extent funds are available therefor in the Escrow Account following the payment of the Qualifying Transaction Acquisition Redemption Amount to all redeeming holders of Class A Restricted Voting Shares, plus applicable taxes and expenses, upon the closing by the Corporation of a Qualifying TransactionAcquisition, the Corporation irrevocably directs the Escrow Agent to pay such portion (i) as is equal to 50.0% the portion of the Deferred Underwriting Commissions Commission provided in the Underwriting Agreement to the UnderwriterUnderwriters, or as it they may direct, and (ii) as is equal to the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of Underwriting Agreement and the Underwriting AgreementWritten Instructions provided to the Escrow Agent. (5f) For greater certainty, and subject to Section 4(l), the Escrow Agent shall not release any of the Escrow Funds pursuant to this Agreement unless and until the Escrow Agent receives a direction written instructions signed on behalf of the Corporation by any one of its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the board of directorsDesignated Director, and which shall be released as soon as reasonably practicable and no later than three (3) Business Days thereafterafter the Escrow Agent’s receipt of such written instructions.

Release of Escrow Funds. (1a) Subject to applicable law and as further described in the Prospectus, none of the Escrow Funds in the Escrow Account will be released from the Escrow Account until the earliest of: (i) the closing by the Corporation of a Qualifying Transaction within the Permitted Timeline; (ii) a redemption (on the closing of a Qualifying Transaction or on an extension of the Permitted Timeline, each as provided herein) by holders of, or an Automatic Redemption automatic redemption of, Class A Restricted Voting SharesUnits; (iii) a Winding-Up of the CorporationUp; and (iv) the requirement of the Corporation to pay taxes on the interest or certain other amounts earned on the Escrow Funds (including, if applicable, as described herein, under Part VI.1 of the Tax Act arising in connection with the redemption of the Class A Restricted Voting SharesUnits), and for payment of certain expenses, as described herein. (2b) If the Corporation is unable to complete a Qualifying Transaction within the Permitted Timeline, the Escrow Agent, as instructed by the Corporation, will be required to complete the liquidation of the Escrow Account on behalf of the Corporation, and as promptly as reasonably possible, on an automatic redemption date specified by the Corporation (such date to be within 10 days following the last day of the Permitted Timeline), to distribute in accordance with the Written Automatic Redemption Instructions, in respect of the automatic redemption of 100% of the outstanding Class A Restricted Voting SharesUnits, at a per-Class A Restricted Voting Share unit price, payable in cash, equal to the Automatic Redemption Amount, subject to applicable law. (3c) In conjunction with the meeting (if required by the Exchange’s rules at the time of the Qualifying Transaction) of shareholders of the Corporation to be held within the Permitted Timeline to vote on whether to proceed with the Corporation’s Qualifying Transaction (or in the event of a meeting of shareholders of the Corporation to vote on whether to approve an extension to the Permitted Timeline to up to 36 months), and irrespective of whether they vote for or against, or do not vote on, the Qualifying Transaction (or any proposed extension to the Permitted Timeline), subject to certain limitations described in the Prospectus, holders of Class A Restricted Voting Shares Units will be provided with the opportunity to redeem all or a portion of their Class A Restricted Voting SharesUnits, provided that they deposit their shares units for redemption prior to the fifth second Business Day before the applicable meeting (or, if no such meeting is required, then prior to a deadline specified by the Corporation, following public disclosure of the details of the Qualifying Transaction and prior to the closing of the Qualifying Transaction, of which prior notice had been provided to holders of the Class A Restricted Voting Shares Units by any means permitted by the Exchange, not less than 25 days nor more than 60 days in advance of such deadline) ), with effect, subject to applicable law, immediately prior to the closing by the Corporation of a Qualifying Transaction (or immediately prior to the date that the extension to the Permitted Timeline takes effect), for an amount per Class A Restricted Voting ShareUnit, payable in cash, equal to the Qualifying Transaction Redemption Amount or the Qualifying Transaction Extension Redemption Amount, as applicable, subject to applicable lawthe limitations described in the Prospectus with respect to redemptions in connection with a meeting of shareholders to vote on the Corporation’s Qualifying Transaction. (4d) Subject to applicable law, on the closing by the Corporation of a Qualifying Transaction, all remaining amounts of the Escrow Funds held in the Escrow Account not previously paid out or payable to by the Corporation in respect of redeeming‌ redeeming holders of Class A Restricted Voting SharesUnits (including expenses directly related to the redemptions), or paid out or payable by the Corporation for the Corporation’s tax liabilities on interest or other amounts earned on the Escrow Funds, will be released to the Corporation. Subject to the foregoing and in accordance with the joint written notice and instructions by the Underwriter and the Corporation, a portion of the balance of the non-redeemed shares’ portion of the Escrow Funds will be used by or payable by‌ the Corporation to pay (i) the Underwriter 50.0% Underwriters in satisfaction of the their Deferred Underwriting Commissions and Commission (ii) the Discretionary Deferred Portion to such person(s) as is designated by the Corporationand, all in accordance with the terms of the Underwriting Agreement. The Discretionary Deferred Portion will be payable only at the Corporation’s sole discretion, in whole or in part, and only upon completion of its Qualifying Transaction, in accordance with the terms of the Underwriting Agreement. Any remaining funds in the Escrow Account may then be used, at the Corporation’s sole discretion, including for general corporate purposes. For greater certainty, the such amount of the Deferred Underwriting Commissions Commission owing to the Underwriter as well as the amount of the Discretionary Deferred Portion Underwriters will not be reduced as a result of redemptions of Class A Restricted Voting Shares Units in connection with a Qualifying Transaction), will be released to the Corporation to pay all or a portion of the purchase price of the business, businesses or assets the Corporation acquires as part of the Qualifying Transaction, to pay other expenses associated with the Qualifying Transaction and for general corporate purposes. Subject to the foregoing and in accordance with the written notice and instructions by the Underwriters to the Corporation, a portion of the Escrow Funds related to the Class A Restricted Voting Units that were not redeemed in connection with a Qualifying Transaction completed by the Corporation will be used by the Corporation to pay the Underwriters the Deferred Underwriting Commission. For greater certainty, the amount of the Deferred Underwriting Commission owing to the Underwriters will not be reduced as a result of redemptions of Class A Restricted Voting Units in connection with a completed Qualifying Transaction. To the extent funds are available therefor in the Escrow Account following the payment of the Qualifying Transaction Redemption Amount to all redeeming holders of Class A Restricted Voting SharesUnits, plus applicable taxes and expenses, upon the closing by the Corporation of a Qualifying Transaction, the Corporation irrevocably directs the Escrow Agent to pay such portion (i) as is equal to 50.0% the amount of the Deferred Underwriting Commissions Commission to the Underwriter, or Underwriters and to distribute such amount as it may direct, they direct in their written notice and (ii) as is equal instructions to the Discretionary Deferred Portion to such person(s) as is designated by the Corporation, all in accordance with the terms of the Underwriting Agreement. (5e) For greater certainty, and subject to Section 4(l), the Escrow Agent shall not release any of the Escrow Funds pursuant to this Agreement unless and until the Escrow Agent receives a direction written instructions signed on behalf of the Corporation by any one of its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the board of directorsChairman, and which shall be released as soon as reasonably practicable and no later than three (3) Business Days thereafter.three