Common use of Release of Escrowed Funds Clause in Contracts

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.

Release of Escrowed Funds. The Escrow Agent shall disburse the Escrowed Funds shall be distributed by Escrow Agent as followsonly in accordance with the following provisions: (ai) If Buyer At any time, and Seller shall at any from time jointly direct to time, during the period from the date of this Agreement through the later of (A) the date which is six (6) months after the date of this Agreement and (B) twenty (20) days after the date on which the Working Capital is finally determined pursuant to Section 3.9 of the Merger Agreement (such later date, the “Escrow Final Release Date”), Parent may give to the Escrow Agent and Representative one or more notices (each, a “Parent Notice”) indicating that Parent has determined that it may be entitled to receive payment pursuant to the indemnification provisions contained in writing Section 9.2(a) of the Merger Agreement. Upon receipt of a Parent Notice, the Escrow Agent shall: (I) if such Parent Notice sets forth the amount of a claim reasonably estimated by Parent, hold a portion of the Escrowed Funds equal to terminate this Escrow Agreement and distribute the amount of such claim as set forth in such Parent Notice (or, if the amount set forth exceeds the entire Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds) in escrow until receiving notice of a Claims Determination (as defined in paragraph (c) below) with respect to such claim, or (II) if such Parent Notice states that the maximum possible Losses which may arise from such claim are not reasonably ascertainable by Parent, the Escrow Agent shall hold the entire amount of the Escrowed Funds then in its possession until a Claims Determination with respect to such claim has occurred, unless the Escrow Agent is subsequently notified by Parent of the maximum possible amount of such claim, and thereafter shall hold a portion of the Escrowed Funds equal to the maximum possible amount of such claim as set forth in such subsequent notice in escrow until a Claims Determination with respect to such claim has occurred. In the case of any claim, the maximum possible amount of which is not reasonably ascertainable by Parent at the time the Parent Notice of such claim is given, Parent shall notify the Escrow Agent and Representative of the amount of such claim promptly after such amount becomes reasonably ascertainable by Parent. (dii) In the event a Working Capital Adjustment payment is owed to Parent by the Company Stockholders and the Optionholders under Section 3.9(e) of the Merger Agreement, the Stockholders’ Representative shall sign any notices or statements and send any notices or statements to the Escrow Agent as requested by Parent so that Seller shallthe Escrow Agent will release the amount of the Working Capital Adjustment payment to Parent out of the Escrowed Funds. (b) On or after the Escrow Final Release Date, Representative may give written notice (the “Representative Release Notice”) to Escrow Agent and Parent requesting the Escrow Agent to disburse to Representative, in his capacity as Stockholders’ Representative, all of the remaining Escrowed Funds. Escrow Agent shall confirm in writing the calculation of the remaining Escrowed Funds with Parent prior to the disbursement of such amount to Representative. Upon receipt of such Representative Release Notice, subject to subsection (c) below, Escrow Agent shall disburse such amount to Representative, less (i) all Disputed Amounts (as defined below) and (ii) any other amounts then pending pursuant to all Parent Notices as of the Escrow Final Release Date. (c) Simultaneously with (or promptly after) the delivery to the Escrow Agent of a Parent Notice, Parent shall give written notice to Representative stating that Parent may be entitled to payment of the Escrowed Funds (or any portion thereof) in accordance with the provisions hereof and of the Merger Agreement. If, within ten twenty (1020) business days after the receipt by Seller of a Claim Parent Notice, deliver an Objection Notice the Escrow Agent has not received written notice from Representative disputing Parent’s right to Buyer and payment of the Escrowed Funds (or any portion thereof), then the Escrow AgentAgent shall promptly pay the Escrowed Funds or the claimed portion thereof to Parent. If, within such twenty (20) business day period, the Escrow Agent receives written notice from Representative disputing Parent’s right to payment of the Escrowed Funds or any portion thereof (such disputed amount being a “Disputed Amount”), then the Escrow Agent shall retain the Escrowed Funds Disputed Amount until (i) the Escrow Agent has received written evidence reasonably satisfactory to the Escrow Agent (a “Disputed AmountClaims Determination”) until otherwise directed by that the rights of Parent and Representative have been finally resolved pursuant (A) to a written instrument signed by Seller agreement between Parent and Buyer Representative or by an order, decree or judgment (B) to a binding final order of a court of competent jurisdiction whichor arbitrator (with respect to which the time for filing an appeal or request for reconsideration has lapsed), by lapse at which time the Escrow Agent shall disburse to Parent the Disputed Amount or such portion thereof to which Parent is entitled in accordance with such order and the remainder of time or otherwisesuch Disputed Amount, if any, shall no longer thereupon cease having the character of a Disputed Amount with respect to that matter and shall either be held by the Escrow Agent pursuant to the terms hereof or be disbursed to Representative to the extent such amount would have been disbursed to Representative pursuant to Section 4(b) had such amount not been deemed a Disputed Amount with respect to that matter, or (ii) the Escrow Agent has received written instructions signed by Parent and Representative as to disposition of the Escrowed Funds (or any portion thereof), at which time the Escrow Agent shall not be subject promptly disburse the Escrowed Funds (or any portion thereof) in accordance with such written instructions. Subject to appeal each party’s right to indemnification from the other under the Merger Agreement, each of Parent and Representative shall bear its own fees and expenses in connection with any proceedings hereunder. (d) The Escrow Agent shall, in addition, disburse the Escrowed Funds (or reviewany portion thereof) at any time in accordance with any joint written instructions signed by Parent and Representative received by the Escrow Agent. (e) On Parent and each Company Stockholder and Optionholder shall be responsible, pro rata based on their receipt of Escrowed Funds, for the tenth calculation and payment of any and all tax obligations (10thincluding penalties and interest) business day subsequent imposed now or hereafter by any applicable law with respect to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance investment and disbursement of the Escrowed Funds over Funds, and the aggregate preparation of any Disputed Amountsrelated tax returns and the costs associated therewith. Parent shall, under and (iisubject to the provisions of Section 2(a)(iii) and Section 5, indemnify and hold the Escrow Agent harmless from and against any taxes, additions to tax for late payment, interest, penalties and other expenses related thereto, including, without limitation, any liability for failure to obtain proper certifications or properly to report to governmental authorities, that may be assessed against the Escrow Agent on any such investment, disbursement or other activities arising under this Agreement except resulting from Escrow Agent’s gross negligence or willful misconduct and Escrow Agent’s liability for any taxes, additions to tax for late payment, interest, penalties and other expenses related thereto with respect to any fees received by Escrow Agent in connection with this Agreement. Parent and Representative shall continue jointly instruct the Escrow Agent in writing with respect to hold such Disputed Amounts the Escrow Agent’s responsibilities for withholding and other taxes, assessments or other governmental charges, certificates and governmental reporting in connection with its acting as Escrow Agent under this Agreement. (f) Parent and Representative shall each, in the Notices section of this Agreement, provide the Escrow Agent with its Tax Identification Number (“TIN”) as assigned by the Internal Revenue Service. All interest or other income earned under the Escrow Agreement shall be allocated and paid as provided herein and reported by the recipient to the Internal Revenue Service as having been so allocated and paid. (g) All payments of Escrowed Funds made by Escrow Agent to Parent in accordance with this Agreement in satisfaction of indemnification claims or Working Capital Adjustment payments owed to Parent under the provisions Merger Agreement shall be allocated pro rata to each Nutrio stockholder and Optionholder based on the relative amount of the Escrow Consideration allocated to such stockholder or Optionholder under the Merger Agreement. All payments of Escrowed Funds made by Escrow Agent to Representative in accordance with this Agreement shall be allocated pro rata to each Nutrio stockholder and Optionholder, and paid by Representative to such Nutrio stockholder or Optionholder on a pro rata basis, in each case based on the relative amount of the Escrow Consideration allocated to such stockholder or Optionholder under the Merger Agreement. Each Nutrio stockholder’s and Optionholder’s allocable portion and percentage of the Escrow Consideration (and allocable percentage of any subsequent payments of Escrowed Funds to Representative) is set forth on Exhibit A attached hereto. Representative shall be solely responsible for distributing to Nutrio stockholders and Optionholders in accordance with this Section 4(g) the amount of any Escrowed Funds paid by Escrow Agent to Representative pursuant to this Agreement. Neither Escrow Agent nor Parent shall have any responsibility or liability for the allocation of any such Escrowed Funds among the Nutrio stockholders and Optionholders or the payment thereof to the Nutrio stockholders and Optionholders. The Nutrio stockholders and Optionholders shall look solely to Representative with respect to the determination of their entitlement to any Escrowed Funds and the amount thereof. For the avoidance of doubt, the Stockholders’ Representative is acting on behalf of the Nutrio stockholders and Optionholders under this Agreement, and shall be subject to the rights and obligations contained in Section 9.5 of the Merger Agreement.

Release of Escrowed Funds. The Subscription Receipt Agent shall release the Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall failthe Escrow Release Notice is delivered to the Subscription Receipt Agent at or prior to the Escrow Release Deadline, release as soon as practicable, and in any event, within ten (10) business days after the one Business Day following receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds.Escrow Release Notice: (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver an amount equal to Seller 50% of the excess of Cash Commission and the Fiscal Advisory Fee, plus any interest earned thereon to the Agent; and (ii) the balance of the Escrowed Funds over to the aggregate Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred. (b) In the event that a Termination Notice is delivered to the Subscription Receipt Agent, or the Corporation announced to the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or prior to the Escrow Release Deadline, each Subscription Receipt shall, subject to Section 6.3(d), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time and the Subscription Receipt Agent shall pay to Subscription Receiptholders, their pro rata share of the Escrowed Funds, including any Subscription Receipt Interest earned thereon less any withholding tax required to be withheld in respect thereof. (c) The amount paid to each Subscription Receiptholder under Section 6.3(b) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 6.3(b), the Corporation shall be responsible and liable to the Subscription Receiptholder for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive any amount equal to the amounts due to them under Section 6.3(b). The Corporation shall, within four Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to satisfy any such shortfall. (d) The obligation to make the payment of the amounts specified in Section 6.3(b) shall be satisfied, in the case of CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository within five Business Days of the Termination Date, or otherwise by the Subscription Receipt Agent mailing or delivering, or causing to be mailed or delivered, within five Business Days of the Termination Date, cheques made payable to the Subscription Receiptholders at the applicable address on the register of holders of Subscription Receipts. Upon receipt of a wire transfer or the delivery of any Disputed Amountscheque as provided in Section 6.3(c) (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect. (iie) Escrow The Subscription Receipt Agent shall continue be entitled to hold deduct and withhold from any amount released pursuant to this Agreement all taxes which may be required to be deducted or withheld under any provision of applicable tax law. All such Disputed Amounts withheld amounts will be treated as having been delivered to the party entitled to the amount released in accordance with respect of which such tax has been deducted or withheld and remitted to the provisions of this Escrow Agreementappropriate taxing authority.

Release of Escrowed Funds. (a) The Company and the Placement Agents shall deliver to the Escrow Agent a joint notice, dated the Effective Date, substantially in the form of Exhibit B hereto (an “Effective Date Notice”), certifying that the Registration Statement has been declared effective by the SEC and designating to whom and the amount of the Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, distributed. The Escrow Agent shall promptly distribute after receipt of such Effective Date Notice, pay, in federal or other immediately available funds and otherwise in the manner specified in such Effective Date Notice, an amount equal to the Escrowed Funds as directed in such joint writingaccordance with the Effective Date Notice. (b) At any time prior If the Company and the Placement Agents have not delivered to February 1the Escrow Agent an Effective Date Notice, 2004and the Escrow Agent shall receive a notice, Buyer may give a notice substantially in the form of Exhibit C hereto (an “Claim Offering Termination Notice”) to Seller and from the Company as contemplated by Section 2.3 of the Securities Purchase Agreement, the Escrow Agent shall promptly after receipt of such Offering Termination Notice, send to each Purchaser listed on the list held by the Escrow Agent pursuant to Section 3 whose total subscription amount shall not have been released pursuant to paragraph (a) of this Section 4, in the manner set forth in paragraph (c) of this Section 4, a check to the effect that an Employee Termination Provision has occurred, order of such Purchaser in the amount of the remaining subscription amount held by the Escrow Agent as set forth on such list held by the Escrow Agent. The Escrow Agent shall notify the Company and setting forth that the Buyer claims Placement Agents of the Escrowed Funds pursuant distribution of such funds to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is basedPurchasers. (c) In For the event that Seller shall failpurposes of this Section 4 and Section 5, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying check that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain be required to send to any Purchaser shall be sent to such Purchaser by first class mail, postage prepaid, at such Purchaser’s address furnished to the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver pursuant to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow AgreementSection 3.

Release of Escrowed Funds. The Subscription Receipt Agent shall release the Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Release Notice is due and payable delivered to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Subscription Receipt Agent shall, on prior to the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds.Release Deadline: (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver release, within one Business Day, an amount equal to Seller the excess Balance of the Underwriters’ Fee, plus any interest accrued and actually earned thereon, and the Underwriters’ Expenses to the Underwriters; and (ii) release the balance of the Escrowed Funds over to the Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred. (b) In the event that a Termination Notice is delivered to the Subscription Receipt Agent or in the event that the Release Notice has not been received by the Subscription Receipt Agent prior to the Release Deadline, subject to receipt of the funds from the Corporation for the Deemed Interest and for any shortfall as mentioned herein below, so that the Subscription Receipt Agent will have an amount equal to the aggregate Purchase Price for the Subscription Receipts held by each Subscription Receiptholder and Earned Interest and Deemed Interest, the Subscription Receipt Agent shall pay to each Subscription Receiptholder an amount equal to the aggregate Purchase Price for their Subscription Receipts, plus their pro rata portion of the Earned Interest and the Deemed Interest (less any withholding tax required to be withheld in respect thereof) and the Subscription Receipt Agent shall, within three Business Days of the Termination Date, mail or deliver, or cause to be mailed or delivered, to the Subscription Receiptholders a cheque in the amount payable at the address on the register of holders of Subscription Receipts or by wire if payable to the Depository. The Corporation shall fund the Deemed Interest and any shortfall between the amount of the Subscription Receiptholders pro rata share of the Escrowed Funds and the Deemed Interest and the aggregate Purchase Price of the Subscription Receipts held by them by providing the Subscription Receipt Agent, within two Business Days of the Termination Date, with the required funds by certified cheque, bank draft or wire transfer. The Subscription Receipt Agent shall only be obliged to make payments under section 6.3(b) to the extent that the Escrowed Funds, the Deemed Interest and the amount of any Disputed Amounts, and (ii) Escrow shortfall to be deposited by the Corporation hereunder are sufficient. The Subscription Receipt Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreementnot be responsible for any shortfall.

Release of Escrowed Funds. The Escrow Agent will hold and disburse the Escrowed Funds shall be distributed received by Escrow Agent it pursuant to the terms of this Agreement, as follows: (a) If Buyer At such time that Three Hundred Seventy-Five Thousand Dollars ($375,000) is deposited and Seller shall at any time jointly direct Escrow Agent upon receipt of joint instructions from the Company and Subscriber, in writing to terminate this Escrow Agreement and distribute substantially the Escrowed Fundsform of Schedule A hereto, upon Closing, the Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims release the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is basedjoint disbursement instructions provided in Schedule A attached hereto. (cb) In the event that Seller shall failthis Agreement, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In , or the event that Seller shallEscrow Agent becomes the subject of litigation, within ten (10) days after or if the receipt by Seller Escrow Agent shall desire to do so for any other reason, each of a Claim Notice, deliver an Objection Notice to Buyer the Company and the Subscriber authorizes the Escrow Agent, Escrow Agent shall retain at its option, to deposit the Escrowed Funds (with the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer clerk of the court in which the litigation is pending, or by an order, decree or judgment of a court of competent jurisdiction whichif no litigation is pending, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On and thereupon the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess be fully relieved and discharged of any further responsibility with regard thereto. Each of the balance Company and the Subscriber further authorizes the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds over Funds, is threatened with litigation or if the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue desire to hold such Disputed Amounts do so for any other reason, to interplead all interested parties in accordance any court of competent jurisdiction and to deposit the Escrowed Funds with the provisions clerk of this that court and thereupon the Escrow AgreementAgent shall be fully relieved and discharged of any further responsibility hereunder to the parties from which they were received.

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, The Escrow Agent shall promptly distribute release the Escrowed Funds as directed from the escrow account created hereby only in such joint writingaccordance with this Section 2. (b) At If at any time on or prior to February 1the Escrow Outside Date, 2004, Buyer may give a notice (“Claim Notice”) to Seller and the Escrow Agent receives written notice from the Issuer that (which notice may be effected by delivery of an officer’s certificate substantially in the form of Exhibit B hereto) (i) all conditions precedent to the effect that an Employee Termination Provision Merger (as defined below) have been satisfied or waived; (ii) the Issuer has occurredreceived the net proceeds from borrowings of at least $290.0 million of senior secured term loans under its senior secured credit facility as described in the Offering Circular dated March 22, 2007 (the “Offering Circular”); (iii) the Merger will be consummated on substantially the terms described in the Offering Circular and substantially contemporaneously with the requested release of the Escrowed Funds, and setting forth that the Buyer claims the Escrowed Funds will be applied, together with the borrowings under the Issuer’s senior secured credit facility and cash-on-hand of the Issuer and Harborside Healthcare Corporation, in the manner described under the section “Use of Proceeds” of the Offering Circular; (iv) no Default has occurred or is continuing (or result from the requested release of Escrowed Funds) from the Issue Date to the date of the acquisition of Harborside Healthcare Corporation and immediately after giving effect to such acquisition, in each case applying the covenants described under the section “Description of the Notes ─ Certain Covenants” in the Offering Circular to the Issuer, Harborside Healthcare Corporation and their respective subsidiaries (other than such Subsidiaries that are designated as Unrestricted Subsidiaries); (v) the Counterparts to the Purchase Agreement, the Counterparts to the Registration Agreement and the Supplemental Indenture (as such terms are defined in the Purchase Agreement) have been executed by the Harborside Guarantors (as listed in Schedule F of the Purchase Agreement), and delivered to the Initial Purchasers, to be effective upon the consummation of the Merger; and (vi) immediately after the release of the Escrowed Funds, the Issuer will use the Escrowed Funds, together with cash on hand, in the manner described under the caption “Use of Proceeds” contained in the Offering Circular (the foregoing clauses (i) through (vi) of this subsection being the “Escrow Conditions”), the Escrow Agent shall release all Escrowed Funds then held by it to or for the account of the Issuer, upon presentation of (i) the certificates, opinions and other documentation required pursuant to the Purchase Agreement and (a “Buyer Claim”). Such Claim Notice shall include ii) an officer’s certificate of the facts upon which such Buyer Claim is basedIssuer substantially in form and substance of Exhibit B hereto, signed by an authorized officer of the Issuer, certifying to the Escrow Agent as to the matters specified in Exhibit B hereto. (c) In If the event acquisition of Harborside Healthcare Corporation (the “Merger”) as described in the Offering Circular is not consummated on substantially the terms described in the Offering Circular by the Escrow Outside Date, or if the merger agreement for the Merger is terminated at any time prior to the Escrow Outside Date (each a “Mandatory Redemption Event”), then within three business days the Issuer shall provide written notice to the Escrow Agent and request the Trustee to mail to the holders of the Notes, in accordance with the terms of the Indenture, notice that Seller shall fail, within ten (10) a Mandatory Redemption Event has occurred and five business days after mailing such notice of a Mandatory Redemption Event, the receipt by Seller Issuer shall redeem the Notes in cash at a redemption price equal to 100% of any Claim Notice, to deliver to Buyer and Escrow Agent a notice the principal amount of the Notes (the “Objection NoticeRedemption Price”), plus accrued and unpaid interest on the Notes to the applicable redemption date (the “Special Mandatory Redemption”). Upon the occurrence of a Mandatory Redemption Event, the Issuer shall deliver to the Escrow Agent, so as to be received by the Escrow Agent no later than one business day following the Escrow Outside Date, an officer’s certificate that sets forth (i) denying that the Buyer Claim stated in Special Mandatory Redemption is to occur, (ii) the Claim Notice is due Escrow Outside Date and payable (iii) the Redemption Price plus accrued interest and unpaid interest to Buyer be released by the Escrow Agent to the Trustee or Paying Agent (as defined below) for the benefit of the holders of the Notes and setting forth in reasonable detail for the reasons for purpose of redeeming the Notes. If the Escrow Agent timely receives such denialan officer’s certificate from the Issuer, then the Escrow Agent shall, no later than the second business day following the Escrow Agent’s receipt of such officer’s certificate, release to Wxxxx Fargo Bank, National Association, as Paying Agent (the “Paying Agent”) an amount of Escrowed Funds equal to the Redemption Price plus accrued and unpaid interest on the twelfth (12th) business day after receipt by Notes to the applicable redemption date. Concurrently with such release to the Paying Agent, the Escrow Agent of such Claim Notice, withdraw shall release any Escrowed Funds that exceed the Redemption Price and transfer any and all accrued and unpaid interest on the Notes to Buyer the entire amount of redemption date to the Escrowed FundsIssuer. (d) In This Escrow Agreement shall terminate upon the event occurrence of the events specified in paragraphs (b) or (c) of this Section; provided, however, that Seller shallthe obligations of the Issuer under Section 4 and Section 8 of this Escrow Agreement shall survive such termination. Upon termination of this Escrow Agreement, within ten (10) days after any Escrowed Funds remaining in the receipt by Seller custody of a Claim Notice, deliver an Objection Notice to Buyer and the Escrow Agent, net of fees and expenses payable to the Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwiseAgent, shall no longer be or shall not be subject delivered promptly to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts Issuer in accordance with the provisions of this Escrow AgreementIssuer’s written instructions.

Release of Escrowed Funds. The Subscription Receipt Agent shall release the Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer in the event that the Release Notice is delivered to the Subscription Receipt Agent prior to the Release Deadline and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing. are received by the Subscription Receipt Agent by 5:00 p.m. (bToronto Time) At any time prior to February 1on the Release Date, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent wire instructions have been provided to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shallSubscription Receipt Agent, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Noticea best efforts basis, withdraw and transfer to Buyer the entire amount of the Escrowed Funds.immediately release: (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver an amount equal to Seller 50% of the excess Underwriters’ Cash Commission to Canaccord, on behalf of the Underwriters; and (ii) the balance of the Escrowed Funds over plus all Earned Interest to the aggregate Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred. (b) in the event that a Trigger Event occurs, the Subscription Receipt Agent shall on the Return Date: (i) mail or deliver, or cause to be mailed or delivered, to the Subscription Receiptholders a cheque in the amount equal to such Subscription Receiptholders’ pro rata share of any Disputed Amounts, the Escrowed Funds at the address on the register of holders of Subscription Receipts; and (ii) Escrow pay to the Corporation the Earned Interest. The Corporation shall concurrently pay to Subscription Receiptholders any difference between the amount of the Subscription Receiptholders pro rata share of the Escrowed Funds and the aggregate Return Amount of the Subscription Receipts held by them (less any withholding Tax required to be withheld in respect thereof under applicable Law). (c) Notwithstanding the foregoing, (i) all payments in excess of $25 million (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, the Corporation shall remit payment to the Subscription Receipt Agent by LVTS. The Subscription Receipt Agent shall continue have no obligation to hold such Disputed Amounts disburse funds pursuant to this Section 6.3 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in accordance with the provisions of this Escrow Agreementsufficient amount to pay in full all amounts due and payable.

Release of Escrowed Funds. The FT Subscription Receipt Agent shall release the Escrowed Funds shall be distributed and any interest accrued thereon by Escrow Agent wire transfer or other acceptable means as followsfollows in the following circumstances: (a) If Buyer in the event that the Escrow Release Notice is delivered to the FT Subscription Receipt Agent prior to the Termination Time, then the Escrowed Funds will be released as follows immediately after the Escrow Release Time: (i) an amount payable to the FT Subscription Receipt Agent equal to its reasonable fees for services rendered and Seller disbursements incurred; (ii) an amount payable to the Agents’ for their reasonable fees for services rendered and disbursements incurred; and (iii) all of the remaining Escrowed Funds, together with any interest accrued on the Escrowed Funds shall be released by the FT Subscription Receipt Agent to or at any time jointly direct the direction of the Corporation; all as provided for in the Escrow Release Notice; and (b) in the event that a Termination Notice is delivered to the FT Subscription Receipt Agent or in writing the event that the Escrow Release Notice has not been received by the FT Subscription Receipt Agent prior to terminate this the Escrow Agreement and distribute Release Deadline, the FT Subscription Receipt Agent shall pay to FT Subscription Receiptholders their pro rata share of the Escrowed Funds, Escrow Agent shall promptly distribute including any interest earned thereon less any withholding tax required to be withheld in respect thereof, to holders of FT Subscription Receipts using the Escrowed Funds as directed in such joint writing. (b) At and any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller interest thereon and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow FT Subscription Receipt Agent shall, within three Business Days of the Termination Date, mail or deliver, or cause to be mailed or delivered, to the FT Subscription Receiptholders a cheque in the amount payable at the address on the twelfth (12th) business day after receipt register of holders of FT Subscription Receipts. The Corporation shall concurrently pay to FT Subscription Receiptholders any difference between the amount paid by Escrow the FT Subscription Receipt Agent of such Claim Notice, withdraw per FT Subscription Receipt and transfer to Buyer the entire amount of the Escrowed Funds$0.70 per FT Subscription Receipt. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer Subject to paragraphs (b) and Seller shall at any time jointly direct (c) below, on July 3, 1997, the Escrow Agent in writing to terminate this Escrow Agreement and distribute shall release the remaining Escrowed Funds, Escrow Agent shall promptly distribute if any, to the Escrowed Funds as directed Sellers pro rata in such joint writing.accordance with the attached Exhibit A. (b) At any From time to time prior to February 1July 3, 20041997, the Buyer may give deliver to the Escrow Agent a written notice (“Claim Notice”a "Claim") to Seller and Escrow Agent requesting distribution to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims of a specified amount of the Escrowed Funds in full or partial payment of (i) the indemnification obligations of the Sellers to the Buyer with respect to Environmental Claims and Damages (as defined in the Stock Purchase Agreement) related to or arising directly or indirectly out of any breach by the Sellers of the representations or warranties contained in Section 4.12 thereof or payable with respect to claims for indemnification made pursuant to Sections 10.1(v) and (vi) thereof or (ii) the Adjustment owing from the Sellers to the Buyer pursuant to Section 3(c) of the Stock Purchase Agreement Agreement, along with a delivery receipt or other appropriate proof of delivery to the Seller Representative of a copy of such Claim. If the Escrow Agent is not in actual receipt of a written objection from the Seller Representative to such Claim within 10 days following the date of the Escrow Agent's actual receipt of such Claim then on, then on the 11th day following such actual receipt (or if the 11th day is not a “business day for the Escrow Agent, then on the first business day after the 11th day), the Escrow Agent shall pay to the Buyer the amount of the Escrowed Funds specified in the Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In If the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent is in actual receipt of a notice written objection from the Seller Representative to a Claim within 10 days following the date of the Escrow Agent's actual receipt of such Claim (or if the “Objection Notice”) denying that 10th day is not a business day for the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denialEscrow Agent, Escrow Agent shall, then on the twelfth (12th) first business day after receipt by Escrow Agent of such Claim Noticethe 10th day), withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain withhold from the amount otherwise distributable hereunder pursuant to paragraph (a) above an amount of Escrowed Funds (the “Disputed Amount”) sufficient to satisfy such Claim until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, it shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, have received either (i) Escrow Agent shall deliver non-conflicting written instructions from the Seller Representative and the Buyer as to Seller the excess disposition of the balance portion of the Escrowed Funds over the aggregate of any Disputed Amountsin question, and or (ii) an order of an arbitrator or court having jurisdiction over the matter which is final and not subject to further court proceedings or appeal along with a certificate from either counsel to the Sellers or counsel to the Buyer that such order is final. Upon receipt of any such written instructions or order, the Escrow Agent shall continue to hold distribute such Disputed Amounts Escrowed Funds in accordance with therewith. If the provisions Seller Representative's objection to payment of this a Claim shall prevent timely payment to the Buyer of any amount which is ultimately determined to be distributable to the Buyer in satisfaction of such Claim, the Buyer shall be entitled to all interest which shall have accrued on such amount by its investment hereunder from and after the 11th day following the Escrow Agreement.Agent's receipt of the Claim until distribution of such amount to the Buyer in payment thereof, and the determination

Release of Escrowed Funds. 2.1. The Escrow Agent shall release the Escrowed Funds shall be distributed by Escrow Agent as followsin accordance with the following terms: (ai) If upon receiving joint written direction of Buyer and Seller shall (a “Joint Notice”) at any time jointly direct Escrow Agent after the Closing, and shall make payment to the parties and in writing to terminate this Escrow Agreement the manner directed by Buyer and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed Seller in such joint writing.Joint Notice; or (bii) At any time prior to February 1, 2004, Buyer may give upon receipt of a written notice (a “Claim Notice”) from Buyer, which Claim Notice shall be simultaneously sent to Seller, stating that it is making a claim against Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to Section 8.3 of the Purchase Agreement (a “Buyer Claim”)) which entitles Buyer to receive all or a portion of the Escrowed Funds. Such A Claim Notice shall include (1) the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. Funds that Buyer is requesting to be distributed to Buyer (d“Claimed Amount”), (2) In the event that identity of the specific section in the Purchase Agreement allegedly breached by Seller, and (3) an explanation of the basis for such alleged breach with reasonable specificity. If Seller shallobjects to the Claim Notice, then Seller shall deliver written notice (a “Dispute Notice”) of such objection to Escrow Agent and Buyer within ten (10) days after the date of Seller’s receipt by Seller of a the Claim Notice, deliver an Objection . If Escrow Agent does not receive a Dispute Notice to Buyer and Escrow Agentwithin such ten (10) day period, Escrow Agent shall retain distribute the Claimed Amount from the Escrowed Funds. If the Escrow Agent receives a Dispute Notice from Seller stating that Buyer is not entitled to receive the Claimed Amount, or a portion thereof (the “Disputed Claim Amount”), then the Escrow Agent shall disburse to Buyer any portion of the Claimed Amount in excess of the Disputed Claim Amount, and shall continue to hold the remainder of the Escrowed Funds in accordance with and except as set forth in Section 4 hereafter; or (iii) if the Escrow Agent has not received either (a) a Joint Notice in accordance with Section 2.1(i) above or (b) a Claim Notice from Buyer in accordance with Section 2.1(ii) (other than a Claim Notice for which the Claimed Amount has been fully paid), then upon the date which is two hundred and seventy (270) days following the date of this Escrow Agreement, the Escrow Agent shall distribute the Escrowed Funds (or so much thereof as is not the “Disputed Amount”subject of any outstanding and unpaid Claim Notice) until otherwise directed by a written instrument signed by and all interest earned thereon, or such remaining portion thereof, to Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or reviewits designee. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) 2.2. The Escrow Agent shall deliver to Seller the excess of the balance of retain any Escrowed Funds unless and until the Escrowed Funds over the aggregate of any Disputed Amountsare disbursed as set forth in Section 2.1 above, and (ii) Escrow Agent shall continue to hold such Disputed Amounts except in accordance with the provisions of Sections 4 and 5 hereafter. 2.3. The Escrow Agent shall not charge or collect any fees from the parties for acting in its capacity as Escrow Agent hereunder, and shall only be entitled to reimbursement from the parties for out-of-pocket expenses and legal fees actually incurred by Escrow Agent, if any, resulting from its involvement, as Escrow Agent, in any litigation or arbitration in connection with this Escrow Agreement.

Release of Escrowed Funds. ​ a. The Escrowed Funds Green Tree Escrow shall be distributed by released from the Escrow Agent Account as follows:: ​ (ai) If Buyer An amount equal to $1,500,000 of the Green Tree Escrow (“Green Tree Cash Consideration”) shall be released from the Escrow Account and Seller shall at any time jointly direct Escrow Agent in writing delivered to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds Green Tree Sellers (as hereinafter defined) as directed in such joint writing. thereby, no later than three (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (103) business days after receipt of joint written instructions from the receipt by Seller of any Claim Notice, to deliver to Buyer Company and Escrow Agent a notice (the “Objection Notice”) denying Lead Investor that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount closing of the Escrowed Funds. (d) Green Tree Acquisition is imminent and that the funds should be released. In the event that Seller shallof multiple Closings of the Green Tree Acquisition on different dates, within ten (10) days the Green Tree Cash Consideration shall be released after the receipt Closing of both the Ancient Alternatives LLC and Natural Alternatives For Life, LLC transactions. If the Closing of these two acquisitions does not occur by Seller of a Claim NoticeJune 30, deliver an Objection Notice 2023, the Green Tree Cash Consideration (or any portion thereof not previously delivered to Buyer and Escrow Agent, Escrow Agent the Green Tree Sellers) shall retain be remitted to the Escrowed Funds (Purchaser promptly thereafter unless the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject Lead Investor agrees to appeal or review.extend the escrow period for all Purchasers. ​ (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) The remaining $1,000,000 of the Green Tree Escrow Agent shall continue be released from the Escrow Account and delivered to hold such Disputed Amounts in accordance with the provisions Company within three (3) business days following the Closing of this the Green Tree Acquisition, which for greater clarity means the Closing of all five of the acquisitions contemplated thereby. ​ b. The Second Acquisition Escrow Agreement.shall be released from the Escrow Account and delivered to the Company after payment of the Green Tree Cash Consideration pursuant to the Green Tree Escrow and not later than three (3) business days after receipt of joint written instructions from the Company and the Lead Investor that the closing of the Second Acquisition is imminent and that the funds should be released. If the Second Acquisition does not close by September 30, 2023, the Second Acquisition Escrow funds shall be remitted to the Purchaser promptly thereafter unless the Lead Investor agrees to extend the escrow period. ​ c. Definitions: ​

Release of Escrowed Funds. The Subscription Receipt Agent shall release the Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer in the event that (i) the Conversion Notice confirming the First Escrow Release Conditions have been satisfied is delivered to the Subscription Receipt Agent by the Corporation and Seller shall at any time jointly direct the Receiptholder prior to the First Escrow Agent in writing to terminate this Escrow Agreement and distribute Release Deadline, (A) 70% of the Escrowed FundsProceeds, plus all Earned Interest earned thereon; and (B) 100% of the Termination Fee, plus all Earned Interest earned thereon, shall be released to the Corporation, in accordance with the Conversion Notice; and (ii) the Conversion Notice confirming the Second Escrow Release Conditions have been satisfied is delivered to the Subscription Receipt Agent shall promptly distribute by the Corporation and the Receiptholder prior to the Second Escrow Release Deadline, the remaining 30% of the Escrowed Funds as directed Proceeds, plus all Earned Interest earned thereon, shall be released to the Corporation, in such joint writing.accordance with the Conversion Notice; (b) At any time in the event that a Termination Event Notice is delivered to the Subscription Receipt Agent by the Corporation and the Receiptholder or in the event that the Conversion Notice has not been received by the Subscription Receipt Agent prior to February 1the First Escrow Release Deadline or Second Escrow Release Deadline, 2004as applicable, Buyer may give a notice (“Claim Notice”) to Seller and Escrow the Subscription Receipt Agent shall pay to the effect that an Employee Termination Provision has occurredReceiptholder the unreleased Escrowed Funds, including any Earned Interest earned thereon less any withholding tax required to be withheld in respect thereof, and setting forth that the Buyer claims Subscription Receipt Agent shall, within three Business Days of the Escrowed Funds Termination Date, cause to be initiated, to the Receiptholder a wire transfer in the amount payable pursuant to the Purchase wire transfer instructions provided by the Receiptholder by written direction.” (n) The text of section 6.2(a) in the Agreement is deleted in its entirety and replaced with the following: (a) Until released in accordance with this Agreement, the Termination Fee and Escrow Proceeds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more interest-bearing trust accounts, to be denominated in United State dollars for the Termination Fee and Canadian Dollars for the Escrow Proceeds, to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in below in Subsection 6.2(c) (each such bank, an “Approved Bank”) (or in a Government of Canada short-term debt obligation or such other short-term investment-grade debt obligations that the Corporation and Receiptholder may open as directed by written notice signed by both parties). If deposited into an Approved Bank, the Escrow Proceeds, plus Earned Interest, shall bear interest at an annual rate which is equal to 0.05% less than the target overnight interest rate announced from time to time by the Bank of Canada. If deposited into an Approved Bank, the Termination Fee, plus Earned Interest, shall bear interest at an annual rate which is equal to the average 90 day US TBill rate minus 0.50%, such annual rate not to be less than zero. If the Escrow Funds are deposited in a Government of Canada short-term debt obligation or such other short-term investment-grade debt obligation at the rate provided for in such debt obligation (in each case, the “Buyer ClaimEarned Interest”). Such Claim Notice payment obligation shall include be calculated daily and paid to the facts upon which such Buyer Claim is basedaccount(s) within three (3) Business Days of each month-end.” (co) In the event that Seller shall fail, within ten (10Section 6.2(b) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice Agreement that details the Approved Banks is due deleted in its entirety and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12threplaced with a new Section 6.2(c) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.as follows:

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller desires to request under Item 9(f) of the APA that Escrow Agent make disbursements of the Cash Component, Seller shall at any time jointly direct submit such a request to Escrow Agent in writing a form substantially similar to terminate this Escrow Agreement and distribute the Escrowed Fundsform attached hereto as Exhibit “B”, in which case Escrow Agent shall promptly distribute disburse the Escrowed Funds as directed in such joint writingamount so requested. (b) At any time prior If Buyer desires to February 1, 2004request under Item 9(g) of the APA that Escrow Agent make disbursements of the Cash Component, Buyer may give shall submit such a notice (“Claim Notice”) request to Seller and Escrow Agent in a form substantially similar to the effect that an Employee Termination Provision has occurredform attached hereto as Exhibit “A”, and setting forth that in which case Escrow Agent shall promptly disburse the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is basedamount so requested. (c) In If Buyer or Seller desire to submit a request for payment or reimbursement under Item 9(h)(1) of the event APA, Buyer shall use a form substantially similar to that attached hereto as Exhibit “A”, and Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, use a form substantially similar to deliver to Buyer and that attached hereto as Exhibit “C”. If Escrow Agent desires to submit a notice (the “Objection Notice”) denying request that the Buyer Claim stated in pay under Item 9(h)(2) of the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denialAPA, Escrow Agent shallshall use a form substantially similar to that attached hereto as Exhibit “D”. Upon the Escrow Agent’s payment of invoices under Item 9(h)(3) of the APA from funds received by the Buyer, on the twelfth (12th) business day after receipt by Escrow Agent shall disburse the Calculated Number of such Claim Notice, withdraw and transfer shares to Buyer the entire amount Buyer. (d) Twenty (20) days or more after issuance of the “Written Confirmation” (as defined in Item 9(b) of the APA), Seller may request that the remaining Escrowed Funds be disbursed to Seller in a form substantially similar to the form attached hereto as Exhibit “E”, in which case Escrow Agent shall promptly disburse to Seller the remaining Escrowed Funds. (de) In Should Seller and Buyer request that the event that Seller shall, within ten (10) days after Escrow Agent disburse all or part of the receipt Escrowed Funds in a written instrument addressed to Escrow Agent and signed by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow AgentBuyer, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance disburse such part of the Escrowed Funds over the aggregate of any Disputed Amounts, as Seller and (ii) Escrow Agent shall continue to hold Buyer so direct in such Disputed Amounts in accordance with the provisions of this Escrow Agreementwritten request.

Release of Escrowed Funds. 3.2.1 The Escrowed Funds Funds, and any interest accrued thereon, shall be distributed by Escrow Agent from time to time as follows: (a) If Where amounts have been deemed to be Payable Escrowed Funds in accordance with Section 3.1.2 or 3.1.3, the Buyer shall notify the Escrow Agent and the Seller (i) specifying the amount of those Payable Escrowed Funds, (ii) enclosing an officer’s certificate of the Buyer certifying (A) the Indemnity Notice was given to the Seller shall at any time jointly direct and the Escrow Agent in writing to terminate this Escrow accordance with Article 9 of the Share Purchase Agreement and distribute Section 3.1.1, respectively, and (B) either the time period set forth in Section 3.1.2 has expired and that the Buyer did not deliver a Notice of Dispute in respect of that Claim within that time period, or a Notice of Dispute has been delivered by the Seller in respect of that Claim and the amount of those Payable Escrowed Funds is not subject to that Notice of Dispute, and (iii) directing the Escrow Agent to release to the Buyer those Payable Escrowed Funds, whereupon the Escrow Agent shall promptly distribute the release those Payable Escrowed Funds as directed in such joint writingso directed. (b) At any time prior Where the amount of a Claim or part of a Claim have been deemed to February 1be Disputed Escrowed Funds in accordance with Section 3.1.3, 2004, the Escrow Agent shall not release those Disputed Escrowed Funds unless and until a Joint Notice has been delivered to the Escrow Agent by the Buyer may give a notice (“and the Seller notifying the Escrow Agent that that Claim Notice”) or part of that Claim has ceased to Seller be an Unresolved Claim and directing the Escrow Agent to release and deliver all or any portion of the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Disputed Escrowed Funds pursuant to in respect of that Claim or part of that Claim, whereupon the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain promptly pay the amount of Disputed Escrowed Funds (as so directed. The Buyer and the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts Joint Notice specified in accordance with the provisions of this Escrow Agreement.Section 3.2.1

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, The Escrow Agent shall promptly distribute only release the Escrowed Funds as directed from the escrow created hereby in such joint writingaccordance with this Section 2 and upon termination of this Agreement in accordance with Section 5. (b) At any time prior Subject to February 1Section 2(l) hereof, 2004, Buyer may give if the Escrow Agent receives a notice (“Claim Notice”) to Seller and Escrow Agent to from the effect that an Employee Termination Provision has occurred, and setting forth Issuer that the Buyer claims the Escrowed Funds Xxxxxxx Holdings Notes Redemption pursuant to paragraph 5 of the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include Xxxxxxx Holdings Notes and Article III of the facts upon which such Buyer Claim Xxxxxxx Holdings Indenture is based. (c) In to occur on or after July 15, 1997, the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth Business Day prior to the date fixed for the Xxxxxxx Holdings Notes Redemption, release to the Issuer the amount of Escrowed Funds equal to the redemption price payable under the Xxxxxxx Holdings Indenture sufficient to redeem all of the Xxxxxxx Holdings Notes outstanding on the date thereof (12ththe "Xxxxxxx Holdings Redemption Amount"), as specified in such notice from the Issuer. (c) business day after receipt by Subject to Section 2(l) hereof, if the Escrow Agent receives a notice from the Issuer that the maturity of the Xxxxxxx Holdings Notes has been accelerated pursuant to Section 6.02 of the Xxxxxxx Holdings Indenture and such acceleration has not been rescinded (the "Xxxxxxx Holdings Notes Acceleration"), the Escrow Agent shall, on the date specified in such notice, release to the Issuer the amount of Escrowed Funds equal to the accreted value of the Xxxxxxx Holdings Notes and accrued interest thereon as of the date of such Claim Noticeacceleration, withdraw and transfer to Buyer as specified in such notice from the entire amount of the Escrowed FundsIssuer. (d) In Subject to Sections 2(j)and 2(l) hereof, if the event Escrow Agent receives a notice from the Issuer that Seller holders of XXXXx have surrendered such XXXXx for exchange (a "XXXXx Exchange") for Exchange Property (as defined in the XXXXx Indenture) and that Xxxxxxx Worldwide has exercised its right pursuant to the XXXXx Indenture to pay cash (the "XXXXx Cash Payment Option") in lieu of Exchange Property, in whole or in part, the Escrow Agent shall, within ten (10) days after on the receipt by Seller date specified in such notice from the Issuer, release to the Issuer the amount of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (necessary to satisfy the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an orderXXXXx Cash Payment Option, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or reviewas specified in such notice from the Issuer. (e) On Subject to Sections 2(j) and 2(l) hereof, if the tenth Escrow Agent receives a notice from the Issuer that the Issuer, Xxxxxxx Worldwide or any other affiliate of the Issuer has offered to pay cash upon exchange of XXXXx in excess of the amount required to satisfy the XXXXx Cash Payment Option in a XXXXx Exchange (10than "Optional XXXXx Exchange Offer"), the Escrow Agent shall, on the first Business Day following the expiration date for such Optional XXXXx Exchange Offer, release to the Issuer the amount of Escrowed Funds equal to the amount required to pay the exchange consideration for all XXXXx delivered for exchange in such Optional XXXXx Exchange Offer, as specified in such notice from the Issuer. (f) business day subsequent Subject to February 1Sections 2(j) and 2(l) hereof, 2004if the Escrow Agent receives a notice from the Issuer that Xxxxxxx Worldwide has agreed to purchase any XXXXx pursuant to paragraph 6 of the XXXXx and Section 3.08 of the XXXXx Indenture (a "XXXXx Purchase") and that Xxxxxxx Worldwide has exercised the XXXXx Cash Payment Option, (i) the Escrow Agent shall deliver on the first Business Day following the Purchase Date (as defined in the XXXXx Indenture) for the XXXXx Purchase, release to Seller the excess Issuer the amount of Escrowed Funds equal to the Purchase Price (as defined in the XXXXx Indenture), as specified in such notice from the Issuer. (g) Subject to Sections 2(j) and 2(l) hereof, if the Escrow Agent receives a notice from the Issuer that Xxxxxxx Worldwide has agreed to purchase any XXXXx pursuant to paragraph 6 of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, XXXXx and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.Section

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer Subject to paragraphs (b) and Seller (c) below, on the first anniversary of the Closing (the "Distribution Date"), the Escrow Agent shall at distribute the remaining Escrowed Funds to each of the Escrowed Stockholders, pro rata in accordance with the percentage set forth opposite such Escrowed Stockholder's name on Exhibit A hereto, unless on the Distribution Date there is outstanding any time jointly direct unresolved AGI Indemnified Claim (sometimes called a "Claim" or "Claims") asserted pursuant to Article 8 of the Merger Agreement which has been previously notified to the Escrow Agent in writing to terminate this Escrow Agreement and distribute accordance with paragraph (b) below, in which case the Escrowed Funds, Escrow Agent shall promptly distribute retain in the Escrow Account, and subject to all of the terms and provisions of this Agreement, an amount of the Escrowed Funds as directed in equal to the amount of all such joint writingunresolved Claims. (b) At any From time to time prior to February 1the Distribution Date, 2004in accordance with Article 8 of the Merger Agreement, Buyer Holding may give deliver to the Escrow Agent a written notice (“a "Claim Notice”") requesting distribution to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims Holding of a specified amount of the Escrowed Funds in full or partial payment of the indemnification obligations of the Escrowed Stockholders to the Holding Indemnitees related to or arising directly or indirectly out of or in connection with any AGI Indemnified Claims which have been asserted pursuant to the Purchase terms of Article 8 of the Merger Agreement, along with (a) a delivery receipt or other appropriate proof of actual delivery to the Escrowed Stockholder Representative of a copy of such Claim Notice and (b) a certificate, in the form of Exhibit B attached hereto and made a part hereof, signed by Holding evidencing that Holding has asserted a demand against the Non-Escrowed Stockholders relating to such AGI Indemnified Claim as required in accordance with Article 8 of the Merger Agreement (it being agreed that the Escrowed Stockholder Representative shall receive a “Buyer Claim”copy of such certificate and proof of delivery). Such If the Escrow Agent is not in actual receipt of a written objection from the Escrowed Stockholder Representative to such Claim Notice within 35 days following the date of the Escrow Agent's actual receipt of such Claim Notice (or if the 35th day is not a business day, then on the first business day after the 35th day (such later date being called the "Final Receipt Date")), then on the first business day following the Final Receipt Date, the Escrow Agent shall include pay to Holding the facts upon which such Buyer amount of the Escrowed Funds specified in the Claim is basedNotice. (c) In If the event Escrow Agent is in actual receipt of a written objection from the Escrowed Stockholder Representative to a Claim Notice on or prior to the Final Receipt Date, the Escrow Agent shall not distribute to Holding any amount which Holding has requested for distribution pursuant to its Claim Notice (unless the Escrowed Stockholder Representative's objection specifically authorizes distribution of a portion of such amount, in which case the Escrow Agent may distribute to Holding such authorized portion), and the Escrow Agent shall be prohibited from making any distributions of the amount requested by Holding until the Escrow Agent shall have received either (i) non-conflicting written instructions from the Escrowed Stockholder Representative and Holding as to the disposition of the portion of the Escrowed Funds in question, or (ii) an order of an arbitrator or court having jurisdiction over the matter which is final and not subject to further court proceedings or appeal along with a certificate from either counsel to the Escrowed Stockholders or counsel to Holding that Seller such order is final. Upon receipt of any such written instructions or order, the Escrow Agent shall faildistribute such Escrowed Funds in accordance therewith. If the Escrowed Stockholder Representative's objection to payment of a Claim shall prevent timely payment to Holding of any amount which is ultimately determined to be distributable to Holding in satisfaction of such Claim, within ten (10) business days Holding shall be entitled to all interest which shall have accrued on such amount by its investment hereunder from and after the receipt Final Receipt Date until distribution of such amount to Holding in payment thereof, and the determination by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer interest amount to Buyer the entire amount of which Holding is entitled shall be binding upon both the Escrowed FundsStockholders and Holding. (d) In If necessary to satisfy any distributions under this Agreement or the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent's fees and expenses, the Escrow Agent may sell or liquidate, in its sole discretion, any one or more investments prior to maturity and the Escrow Agent shall retain not be liable to Holding or to the Escrowed Funds (Stockholders for any loss or penalties resulting from or relating to such sale or liquidation, however, Holding and the “Disputed Amount”) until otherwise directed by Escrowed Stockholders may extend any payment period in this Section 3 in order to avoid any loss of income or principal from a written instrument signed by Seller and Buyer or by premature liquidation of an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or reviewescrow investment. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess All releases of the balance of the Escrowed Funds over shall be made by wire transfer, or by delivery to the aggregate appropriate party at the address and in the manner set forth for such party in Section 7 hereof of any Disputed Amountsa bank check in the amount of such release, or in such other manner as may be agreed to between the appropriate party and (ii) the Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow AgreementAgent.

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the immediately return a Buyer’s Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect sending Buyer, upon a written request from BridgePointe Master Fund Ltd., if there has not been a Closing with respect to that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement within two (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (102) business days after of the receipt by Seller date that the Buyer’s funds were first received into the Escrow Account. No Closing shall occur until an aggregate amount of any Claim Notice, funds equal to deliver to Buyer and at least the Minimum Amount have been received into the Escrow Account from the Buyers. The Escrow Agent a notice (shall not release any Buyer’s Purchase Price to the “Objection Notice”) denying that Company or to anyone on the Buyer Claim stated in Company’s behalf until the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shallhas received the Joint Instructions as to that Buyer. After each Closing, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds for distribution only as described below. (a) Upon Closing, before releasing any funds to the Company, the Escrow Agent shall release, on behalf of the Company, the RBC Payoff Amount (as defined in the Securities Purchase Agreement) directly to RBC (as defined in the Securities Purchase Agreement) , pursuant to wire instructions provided by an authorized representative of RBC and approved by the Lead Buyer, in exchange for documents approved in the Joint Instructions evidencing the termination and retirement of all debt held by RBC. The RBC Payoff Amount shall not be paid directly to the Company. Any RBC Payoff Amounts delivered to RBC in conjunction with the above instructions shall be deemed to have been paid by the Buyer to the Company toward the purchase price of the Debentures. (b) Following each subsequent Closing, assuming that the RBC Payoff Amount has been paid to RBC in accordance with Subsection (a) above and the RBC Lien Release (as defined in the Securities Purchase Agreement) has been received by the Escrow Agent, the Escrow Agent shall release the Escrowed Funds in accordance with Sections 4(v)(ii) – (v) of the Securities Purchase Agreement. (c) The Net Amount (as defined in the Securities Purchase Agreement) shall become the property of the Company upon the Closing. The Company hereby irrevocably instructs the Escrow Agent to hold the Net Amount on its behalf following the Closing, and to disburse the Net Amount to the Company only at the times and in the amounts set forth in the Drawdown Schedule set forth below (the “Disputed AmountDrawdown Amounts”): Date of Disbursement to Company (each a “Disbursement Date”) until otherwise directed by Percentage of the Net Amount to be Disbursed to the Company on Such Date* Closing Date 15 % (d) If any Buyer delivers a written instrument signed by Seller notice to the Escrow Agent (a “Default Notice”) which states that an Event of Default has occurred under the Debenture and Buyer or by an orderhas not been duly cured (after any applicable cure period under Section 10 of the Debenture) and certifies that the Company has been notified in writing of such Event of Default, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver not disburse further Drawdown Amounts to Seller the excess Company unless and until such Event of Default has been cured or the Debentures have all been paid and satisfied in full. If any Buyer provides notice to the Escrow Agent that the Buyer has elected to accelerate the Debenture in a Mandatory Redemption (as defined in Section 11(a) of the balance Debentures), the Escrow Agent shall disburse all of the Escrowed Funds over which then remain in the aggregate Escrow Account, to the Buyers (pursuant to wire instructions to be provided by each Buyer), pro rata, based upon the outstanding principal amount of each Buyer’s Debenture at the time of such disbursement. The Buyers and the Company agree that any Disputed Amounts, and (ii) Escrow Agent amounts disbursed to the Buyers pursuant to this Section shall continue be deemed to hold constitute a payment by the Company toward the “Default Amount” owed to the Buyer pursuant to Section 11 of the Debenture by virtue of such Disputed Amounts in accordance with the provisions Event of this Escrow AgreementDefault.

Release of Escrowed Funds. The Escrowed Escrowee shall disburse the Escowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and a. Upon the Closing under the Asset Purchase Agreement, the Escrowee shall disburse the original deposit to Seller by wire transfer to such bank account as shall at any time jointly direct Escrow Agent be designated in writing by Seller, and any interest on the original deposit to terminate this Escrow Purchaser as directed by Purchaser. b. In the event the Asset Purchase Agreement is terminated in accordance with Section 6.1.1, 6.1.2 or 6.1.3 (ii) thereto, Purchaser shall notify Escrowee of such termination (a "Purchaser's Certificate") and distribute the Escrowed Funds, Escrow Agent shall promptly distribute direct the Escrowed Funds as directed in such joint writing. (b) At any time prior be returned to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Purchaser. Escrowee shall then promptly notify Seller and Escrow Agent to of the effect that an Employee Termination Provision has occurred, and setting forth that receipt of the Buyer claims Purchaser's Certificate. Escrowee shall return the Escrowed Funds pursuant to the Purchase Agreement Purchaser five (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (105) business days after the receipt by of the Purchaser's Certificate unless Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice shall within said five (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th5) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer days send to Buyer Escrowee a written objection to the entire amount of Purchaser's Certificate certifying that Purchaser is not entitled to the Escrowed Funds. (d) c. In the event that Seller shallterminates the Asset Purchase Agreement in accordance with Section 6.1.3 (i), within ten Seller shall notify Escrowee of such termination (10a "Seller's Certificate") and direct the Escrowed Funds be disbursed to Seller. Escrowee shall then promptly notify Purchaser of the receipt of the Seller's Certificate. Escrowee shall disburse the Escrowed Funds to Seller five (5) business days after the receipt by Seller of the Seller's Certificate unless Purchaser shall within said five (5) business days send to Escrowee a Claim Notice, deliver an Objection Notice written objection to Buyer and Escrow Agent, Escrow Agent shall retain the Seller's Certificate certifying that Purchaser is not entitled to the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer Funds d. The Escrowee shall pay or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the release Escrowed Funds over to a party at the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue address at which the party then is to hold such Disputed Amounts in accordance with the provisions of receive notices under this Escrow Agreement.

Release of Escrowed Funds. The (a) Any direction from the Company for the release of any Escrowed Funds shall in accordance with this Agreement, including the Release Certificate, must be distributed received in writing prior to 11:00 a.m. (Toronto time) on the Business Day prior to the day on which the release of such Escrowed Funds is to be made. Any such direction for the release of any Escrowed Funds received after 11:00 a.m. (Toronto time) or on a non-Business Day, will be handled on a commercially reasonable efforts basis and may result in such Escrowed Funds being released on the next Business Day. In the event that the executed Release Certificate has been received by Escrow the Subscription Receipt Agent as followsprior to the Termination Time: (ai) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Subscription Receipt Agent shall promptly distribute immediately dispose of all investments, if any, constituting Escrowed Funds and the Company shall be entitled to receive from the Subscription Receipt Agent the Escrowed Funds (including the Earnings, if any, less any withholding Tax required to be withheld in respect thereof under applicable Laws), less the amount referred to in Error! Reference source not found.; (ii) the Company shall be deemed to have instructed the Subscription Receipt Agent to pay from the Escrowed Funds by wire transfer to the Lead Agent, the Agency Fee and any reasonable costs and expenses of the Agents payable by the Company; and (iii) the Subscription Receipt Agent shall deliver, or cause to be delivered, the funds referred to in Section 6.03(a)(i) to (or at the direction of) the Company and the funds referred to in Section 6.03(a)(ii) to the Lead Agent, all as directed provided in such joint writingthe Release Certificate. (b) At any time In the event that the Release Certificate has not been received by the Subscription Receipt Agent prior to February 1the Termination Time, 2004, Buyer may give a notice on the Repayment Date the Subscription Receipt Agent shall dispose of all investments constituting Escrowed Funds and the Subscription Receipt Agent shall remit: (“Claim Notice”i) to Seller and Escrow Agent each Subscription Receiptholder, the Repayment Amount plus a pro rata portion of the Earnings, if any (less any withholding Tax required to be withheld in respect thereof under applicable Laws) in respect of each of such Subscription Receiptholder’s Subscription Receipts; and (ii) an amount equal to the effect that an Employee Termination Provision has occurredaggregate amount, and setting forth that the Buyer claims the Escrowed Funds pursuant if any, required to be withheld in respect of Taxes in accordance with applicable Laws to the Purchase Agreement (a “Buyer Claim”relevant Governmental Entity in accordance with Section 12.04(c). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In For greater certainty, the event that Seller Subscription Receipt Agent will not be responsible for making any calculations and shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, rely exclusively on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed FundsRelease Certificate. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows:‌ (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Release Notice is due and payable delivered to Buyer and setting forth in reasonable detail the reasons for such denialSubscription Receipt Agent prior to the Release Deadline, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, release within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of one Business Day the balance of the Escrowed Funds over to the Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred.‌ (b) In the event that a Termination Notice is delivered to the Subscription Receipt Agent or in the event that the Release Notice has not been received by the Subscription Receipt Agent prior to the Release Deadline, the Subscription Receipt Agent shall pay to Flow-Through Unit Subscription Receiptholders, their pro rata share of the Escrowed Funds, including any Flow-Through Unit Subscription Receipt Interest earned thereon less any withholding tax required to be withheld in respect thereof, to holders of Flow-Through Unit Subscription Receipts and the Subscription Receipt Agent shall, within three Business Days of the Termination Date, mail or deliver, or cause to be mailed or delivered, to the Flow-Through Unit Subscription Receiptholders a cheque in the amount payable at the address on the register of holders of Flow-Through Unit Subscription Receipts. In addition, this subsection (b) shall also apply, mutatis mutandis, with respect to any Flow-Through Unit Subscription Receipts for which the Corporation has not entered into the corresponding Partially Executed FT Subscription and Renunciation Agreement. The Corporation shall concurrently pay to Subscription Receiptholders any difference between the amount of the Subscription Receiptholders pro rata share of the Escrowed Funds and the aggregate Purchase Price of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.Subscription Receipts held by them.‌

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing Release of Escrowed Funds to terminate this Escrow Agreement and distribute the Escrowed FundsCompany. (i) Immediately upon the receipt of the certificate of the Company as described below, the Escrow Agent shall promptly distribute release and deliver to the Company such portion of the Escrowed Funds as directed represents payment of the purchase price of shares in such joint writing. (brespect of which the Company has accepted subscriptions. Except as provided in Section 5(b) At any time prior to February 1hereof, 2004, Buyer may give a notice (“Claim Notice”) to Seller and the Escrow Agent shall not release any portion of the Escrowed Funds to the Company until it has received: (1) a certification of any two of John L. Minton, William A. High and Charles A. Bradley, the Chaxxxxx, Xxxxxxenx xxx Xxxef Financiax Xxxxxxx, xxxxxxxxvely, of the Company, or the then serving Chairman, President and Chief Financial Officer, to the effect that an Employee Termination Provision (i) the Company has occurredreceived acceptable Subscriptions (including payment in full of the purchase price) with respect to at least the number of Shares with respect to which funds are sought to be released; and (ii) the Company has accepted subscriptions with respect to such number of Shares; Such certification shall also indicate the exact number of shares with respect to which subscriptions have been accepted. Notwithstanding anything to the contrary contained herein, the delivery of the foregoing certification shall be in the sole discretion of Messrs. Minton, High and/or Bradley, and setting forth that the Buyer claims the Escrowed Funds pursuant nothing contained herein shall cxxxxxxute any obligaxxxx, xxpress or implied, of Messrs. Minton, High and/or Bradley to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which deliver such Buyer Claim is basedcertification, or to xxxxxxr it at any specxxxxx xime. (cii) In the event that Seller the Offering shall failcontinue with respect to additional shares following the release of funds described in (a)(i) above, within ten (10) business days after then the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on immediately upon the twelfth receipt from time to time of one or more certificates of: (12th1) business day after receipt by Escrow Agent any two of such Claim NoticeMessrs. Minton, withdraw and transfer to Buyer High and/or Bradley, or the entire amount then serving Chairman, Presidexx xxx Chief Financxxx Xxficer of the Escrowed Funds. Company, stating that the Company has received acceptable subscriptions (dincluding payment in full of the purchase price) In the event that Seller shallwith respect to a specified number of additional shares, within ten (10) days after the receipt by Seller and has accepted subscriptions with respect to such number of a Claim Noticeadditional shares, deliver an Objection Notice to Buyer release and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance Company such portion of the Escrowed Funds over as represents payment of the aggregate purchase price of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts number of additional shares in accordance with respect of which the provisions of this Escrow AgreementCompany has accepted subscriptions.

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer LPBP has made any claims under the Indemnity Agreement in respect of matters arising during the Claim Period which have not been satisfied in full pursuant to the Indemnity Agreement on or before the date of a Claim Notice (as defined below), LPBP shall, on or before the 15th Business Day following the expiry of the Claim Period, deliver a notice to Hemosol and Seller the Escrow Agent substantially in the form of Schedule "B" hereto (a "CLAIM NOTICE") which notice shall set forth the particulars of each claim made by LPBP under the Indemnity Agreement which remains unsatisfied including the estimated amount of the claim and the facts giving rise to such claims. If, upon the expiry of such 15 Business Day period, LPBP has not delivered a Claim Notice as provided herein or has delivered a Claim Notice in respect of only part of the Escrowed Redemption Amount, the Escrow Agent shall pay the Escrowed Redemption Amount which is not the subject of a Claim Notice plus any Earnings thereon or less any Losses thereon to Hemosol within one Business Day of such expiry. If, at any time jointly direct Escrow Agent after the delivery of a Claim Notice, any claim referred to therein has been satisfied in writing to terminate this Escrow Agreement and distribute whole or in part under the Indemnity Agreement, and, following such satisfaction, the total amount of all unsatisfied claims under all Claims Notices (collectively, the "UNSATISFIED CLAIMS") is less than the Escrowed FundsRedemption Amount, Escrow Agent LPBP and Hemosol shall promptly distribute execute a Release Certificate to release that portion of the Escrowed Funds as directed in Redemption Amount equal to the difference between the Unsatisfied Claims and the Escrowed Redemption Amount, plus Earnings thereon and less Losses thereon, to Hemosol within one Business Day of receipt of such joint writingRelease Certificate. (b) At any time prior to February 1Upon receipt by Hemosol of a Claim Notice, 2004Hemosol shall, Buyer may give a on or before the 20th Business Day following the expiry of the Claim Period, deliver an objection notice (“the "OBJECTION NOTICE") to LPBP and the Escrow Agent substantially in the form of Schedule "C" hereto if it objects to any or all of the claims made by LPBP in the Claim Notice”) to Seller , which shall set forth the particulars of the objection and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims amount of the Escrowed Funds pursuant subject to the Purchase Agreement (a “Buyer Claim”)objection. Such If, upon the expiry of such 20 Business Day period, Hemosol does not deliver an Objection Notice as provided herein, or has delivered an Objection Notice in respect of only part of the Escrowed Redemption Amount, the Escrow Agent shall pay the Escrowed Funds specified in the Claim Notice shall include in respect of which no Objection Notice is given, plus any Earnings thereon or less any Losses in respect thereof to LPBP within one Business Day of receipt of such Objection Notice or the facts upon which such Buyer Claim is basedexpiry of the period in Subsection 2.4(c). (c) In the event that Seller shall fail, within ten (10) business days after the receipt If a Claim Notice is delivered by Seller LPBP and an Objection Notice is made in respect of any of the Claims specified in the Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over pending receipt of (i) a Release Certificate in respect of some or all of the aggregate of any Disputed AmountsEscrowed Funds, and or (ii) a certified copy of a final non-appealable order of a court ("FINAL COURT ORDER") having jurisdiction regarding the claims in dispute. The Escrow Agent shall continue to hold such Disputed Amounts pay the Escrowed Funds in respect of (i) above in accordance with the provisions instructions in the Release Certificate. The Escrow Agent shall pay the Escrowed Funds in respect of this Escrow Agreement(ii) above in accordance with the Final Court Order.

Release of Escrowed Funds. The Escrowed Funds shall be distributed by Escrow Agent released as follows: (a) 2.3.1 If Buyer Purchaser has a good faith belief that it is entitled to an Initial True-Up Amount, it shall provide a copy of the Initial True-Up Report to Seller and Seller shall at any time jointly direct the Escrow Agent in writing to terminate this Escrow Agreement and distribute the Escrowed Funds, Agent. The Escrow Agent shall promptly distribute deliver to Purchaser from the Escrowed Funds as directed in such joint writing. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated cash in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, Initial True-Up Amount within ten (10) days after of receipt of such Initial True-Up Report. 2.3.2 If Purchaser has a good faith belief that it is entitled to any True-Up Amount in addition to any Initial True-Up Amount delivered to Purchaser pursuant to Section 2.3.1 above or to an Excluded Inventory Adjustment Amount, it shall provide a copy of the receipt by True-Up Report or the Excluded Inventory Adjustment Report, as applicable, to Seller of a Claim Notice, deliver an Objection Notice to Buyer and the Escrow Agent. Seller may contest such claim by Purchaser by giving Purchaser and the Escrow Agent written notice within thirty (30) days after Purchaser gives written notice of the claim for a True-Up Amount or an Excluded Inventory Adjustment to Seller. If Seller does not timely contest the True-Up Report or the Excluded Inventory Adjustment Report, as the case may be, the Escrow Agent shall retain promptly after expiration of the thirty (30) day response period deliver to Purchaser from the Escrowed Funds (cash in the “Disputed True-Up Amount or the Excluded Inventory Adjustment Amount”) until otherwise directed by a written instrument signed , as applicable. If Seller timely contests such claim of Purchaser, then the Escrow Agent shall release any portion of the True-Up Amount or Excluded Inventory Adjustment Amount not disputed by Seller and Buyer shall continue to hold Escrowed Funds in the amount of the True-Up Amount or Excluded Inventory Adjustment Amount in dispute for delivery to Purchaser in such amount, if any, as shall be specified by an order, decree or judgment any of the following: (a) Written instructions executed by both Purchaser and Seller; or (b) A court order adjudicating such dispute issued by a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or reviewjurisdiction. 2.3.3 If on or prior to the last day of the ninth complete Fiscal Month after the Effective Date (ethe "Release Date") On Purchaser has a good faith belief that it or any other Indemnified Party, as defined below, is entitled to indemnification pursuant to Section 7 hereof, it shall give written notice to Seller and the tenth Escrow Agent of such claim (10than "Indemnity Claim"), which notice shall specify the basis for the claim and the estimated dollar amount required to satisfy such claim (the "Claim Amount"). Seller may contest any Indemnity Claim by giving Purchaser and the Escrow Agent written notice within thirty (30) business day subsequent days after Purchaser gives written notice of the Indemnity Claim to February 1Seller. If Seller does not timely contest the Indemnity Claim pursuant to the preceding sentence, 2004, (i) the Escrow Agent shall promptly after expiration of the thirty-day response period deliver to Seller the excess of the balance of Purchaser from the Escrowed Funds over cash in the aggregate amount of any Disputed Amountsthe Claim Amount. If Seller timely contests the Indemnity Claim, and (ii) then the Escrow Agent shall continue to hold Escrowed Funds in the amount of such Disputed disputed Claim Amount for delivery to Purchaser in such amount, if any, as shall be specified by any of the following: (a) Written instructions executed by both Purchaser and Seller; or (b) A court order adjudicating such dispute issued by a court of competent jurisdiction. 2.3.4 On the forty-first day following the Release Date (or the next business day if such day is not a business day), the Escrow Agent shall release to Seller all remaining Escrowed Funds less the sum of all True-Up Amounts, Excluded Inventory Adjustment Amounts and Claim Amounts which have not been resolved in accordance with Section 2.3.2 or 2.3.3 above by that date. All Escrowed Funds not so released shall continue to be held until the provisions of this Escrow Agreementconditions for release in Section 2.3.2 or 2.3.3 are met.

Release of Escrowed Funds. (1) The Subscription Receipt Agent shall release the Brokered Escrowed Funds shall be distributed by Escrow Agent as follows: (a) If Buyer in the event that the applicable Escrow Release Notice set out in Section 4.1 hereof is delivered to the Subscription Receipt Agent prior to the applicable Termination Date: (x) release on the Release Date an amount equal to the remaining Underwriters’ Fee plus any Earned Interest thereon to the Lead Underwriter, on behalf of the Underwriters, pursuant to payment instructions delivered in the applicable Escrow Release Notice or as otherwise provided by the Lead Underwriter, on behalf of the Underwriters; and Seller shall at any time jointly direct Escrow Agent in writing to terminate this Escrow Agreement and distribute (y) release on the Escrowed Funds, Escrow Agent shall promptly distribute Release Date the balance of the Brokered Escrowed Funds to the Corporation or as directed in such joint writing.by the Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred; or (b) At any time following the applicable Termination Date, the Subscription Receipt Agent shall pay to those Subscription Receiptholders from the Brokered Escrowed Funds an amount equal to the aggregate Offering Price for those Subscription Receipts plus their pro rata portion of Earned Interest earned on the Brokered Escrowed Funds (less applicable withholding tax, if any) and the Subscription Receipt Agent shall, within three Business Days of the applicable Termination Date, electronic wire transfer, mail or deliver, or cause to be mailed or delivered a cheque, to those Subscription Receiptholders in the amount so payable at the address on the register of holders of Subscription Receipts. If the Brokered Escrowed Funds are insufficient for the Subscription Receipt Agent to make the payment pursuant to the foregoing in full, the Corporation shall pay within one Business Day of the applicable Termination Date to the Subscription Receipt Agent an amount equal to such shortfall in order that the Subscription Receipt Agent can timely make the payment required by the foregoing; and (2) the Subscription Receipt Agent shall release the Non-Brokered Escrowed Funds as follows: (a) in the event that the applicable Escrow Release Notice set out in Section 4.1 hereof is delivered to the Subscription Receipt Agent prior to February 1the applicable Termination Date, 2004release on the Release Date the Non-Brokered Escrowed Funds to the Corporation or as directed by the Corporation; or (b) following the applicable Termination Date, Buyer may give the Subscription Receipt Agent shall pay to those Subscription Receiptholders from the Non-Brokered Escrowed Funds an amount equal to the aggregate Offering Price for those Subscription Receipts plus their pro rata portion of Earned Interest earned on the Non- Brokered Escrowed Funds (less applicable withholding tax, if any) and the Subscription Receipt Agent shall, within three Business Days of the applicable Termination Date, electronic wire transfer, mail or deliver, or cause to be mailed or delivered a notice cheque to those Subscription Receiptholders in the amount so payable at the address on the register of holders of Subscription Receipts. If the Non-Brokered Escrowed Funds are insufficient for the Subscription Receipt Agent to make the payment pursuant to the foregoing in full, the Corporation shall pay within one Business Day of the applicable Termination Date to the Subscription Receipt Agent an amount equal to such shortfall in order that the Subscription Receipt Agent can timely make the payment required by the foregoing. (“Claim Notice”3) The obligation to Seller make the payment of the amounts specified in Section 6.3(1)(b) and Escrow Section 6.3(2)(b) hereof shall be satisfied, in the case of CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the effect that an Employee Termination Provision has occurred, and setting forth that Depository or otherwise by the Buyer claims the Escrowed Funds pursuant Subscription Receipt Agent mailing cheques made payable to the Purchase Agreement (Subscription Receiptholders at their registered addresses. Upon receipt of a “Buyer Claim”). Such Claim Notice shall include wire transfer or the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller delivery of any Claim Noticecheque (and, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons case of a cheque, provided such cheque has been honoured for such denialpayment, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount if presented for payment within six months of the Escrowed Funds. (ddate thereof) In all rights evidenced by the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed Subscription Receipts held by a written instrument signed by Seller Subscription Receiptholder shall be satisfied and Buyer such Subscription Receipts shall be void and of no value or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or revieweffect. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.

Release of Escrowed Funds. The Escrowed Funds FSA acknowledges that there is a certain escrow account in the initial amount of $500,000 (the "Escrow Account"), plus accrued interest, held by Xxxxxxxx Xxxxxxxx & Xxxx (the "Escrow Agent") pursuant to that certain Escrow Agreement dated March 28, 2002 among FSA, Bay View Franchise Mortgage Acceptance Company ("BVFMAC") and Xxxxxxxx Xxxxxxxx & Xxxx, relating to the transfer of servicing obligations from BVFMAC to GMAC Commercial Mortgage, which presently is the subject of litigation in an action styled Bay View Franchise Mortgage Acceptance Company v. Financial Security Assurance, Inc., Index No. 602254/04 (Supreme Court, New York Co.) (the "Escrow Lawsuit"). FSA agrees that, upon execution of this Settlement Agreement and a settlement agreement by and among Bay View, BVFMAC and the individuals named therein to be entered into concurrently herewith, it shall execute and deliver to Bay View's counsel, to be held by said counsel in escrow pending FSA's receipt of the Settlement Payment, written instructions, jointly with BVFMAC in the form of Exhibit L hereto (the "Escrow Letter"), instructing the Escrow Agent that, upon his receipt of the Escrow Letter, all funds contained in the Escrow Account, including all accrued interest, shall be distributed paid immediately, via wire transfer, to Great Lakes Bancorp, Inc., as directed by Bay View. Bay View's counsel is hereby authorized to deliver the Escrow Letter to the Escrow Agent following FSA's receipt of the Settlement Payment. FSA further covenants and agrees to take such actions as follows: are necessary to accomplish the transfer of the funds held in the Escrow Account to Great Lakes Bancorp., Inc. and to secure dismissal of the Escrow Lawsuit within a reasonable time of, but not more than thirty (a30) If Buyer and Seller shall at any time jointly direct Escrow Agent in writing to terminate days following, execution of this Escrow Settlement Agreement and distribute the Escrowed Funds, Escrow Agent shall promptly distribute the Escrowed Funds as directed in such joint writingseparate Settlement Agreement between Bay View and BVFMAC. (b) At any time prior to February 1, 2004, Buyer may give a notice (“Claim Notice”) to Seller and Escrow Agent to the effect that an Employee Termination Provision has occurred, and setting forth that the Buyer claims the Escrowed Funds pursuant to the Purchase Agreement (a “Buyer Claim”). Such Claim Notice shall include the facts upon which such Buyer Claim is based. (c) In the event that Seller shall fail, within ten (10) business days after the receipt by Seller of any Claim Notice, to deliver to Buyer and Escrow Agent a notice (the “Objection Notice”) denying that the Buyer Claim stated in the Claim Notice is due and payable to Buyer and setting forth in reasonable detail the reasons for such denial, Escrow Agent shall, on the twelfth (12th) business day after receipt by Escrow Agent of such Claim Notice, withdraw and transfer to Buyer the entire amount of the Escrowed Funds. (d) In the event that Seller shall, within ten (10) days after the receipt by Seller of a Claim Notice, deliver an Objection Notice to Buyer and Escrow Agent, Escrow Agent shall retain the Escrowed Funds (the “Disputed Amount”) until otherwise directed by a written instrument signed by Seller and Buyer or by an order, decree or judgment of a court of competent jurisdiction which, by lapse of time or otherwise, shall no longer be or shall not be subject to appeal or review. (e) On the tenth (10th) business day subsequent to February 1, 2004, (i) Escrow Agent shall deliver to Seller the excess of the balance of the Escrowed Funds over the aggregate of any Disputed Amounts, and (ii) Escrow Agent shall continue to hold such Disputed Amounts in accordance with the provisions of this Escrow Agreement.