Common use of Disposition and Termination Clause in Contracts

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing shall deliver the Fund as follows: (a) Upon Escrow Agent’s receipt of a joint written direction from the undersigned or their assigns to each of the closing date of Parties hereto at the offering (addresses set forth below, Escrow Agent shall disburse the "Offering Closing Date") and whether Fund as directed by the undersigned in such notice. Any notice hereunder shall be delivered by personal delivery, facsimile, United States Postal Service Certified Mail or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take placeby a recognized overnight delivery service with positive delivery acknowledgement all as described in Section 10 hereof. (ib) If Subject to Section 4(d) below, upon Escrow Agent’s receipt from Company of a copy of written notice of Purchaser’s default under the Issuer has received subscriptions for Merger Agreement or the Minimum Subscription Amount by Deposit Note, Escrow Agent shall deliver the Offering Closing Date, the Escrow Fund will be promptly paid to or credited Company after five (5) business days’ prior written notice to the account of, or otherwise transferred to Parties. Notification hereunder shall be in the Issuer pursuant to instructions from the Issuersame manner set forth in Section 4(a) above. (iic) Subject to Section 4(d) below, upon Escrow Agent’s receipt by Purchaser of a copy of written notice of Company’s default under the Merger Agreement, Escrow Agent shall deliver the Fund to Purchaser after five (5) business days’ prior written notice to the Parties. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. (d) Notwithstanding the foregoing, Escrow Agent shall give five (5) business days’ written notice to the Parties prior to any disbursement of the Fund. Notification hereunder shall be in the same manner set forth in paragraph 4(a) above. If the Issuer has not received subscriptions for non-receiving party objects to any disbursement of the Minimum Subscription AmountDeposit, such party shall provide written notice by 5pm (CST) on such 5th business day of its objection to the other party and Escrow Agent, and thereafter the Escrow Agent shall be provided with a list containing only disburse the amount received from each subscriber whose objected funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") upon receipt of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions instruction from the Parties or a final and non-appealable court order along with an opinion of the Issuer counsel stating that such order is final and Depositor within 45 days of receipt of the information described in this Section 4(ii)non-appealable. Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8. The Party who receives the Fund is referred to herein as the “Recipient”.

Disposition and Termination. (a) The Depositor Parties shall act in accordance with, and the Issuer agree to notify Escrow Agent shall release the Escrow Agent Deposit or portion thereof in writing of the closing date of the offering (the "Offering Closing Date"this Section 3(a) and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place.as follows: (i) Party B will deliver a written direction letter, with e-mail being sufficient, in substantially the form of Exhibit A annexed hereto (the “Direction Letter”) to Escrow Agent (i) confirming to Escrow Agent that the closing under the Agreement and Plan of Merger dated as of January 16, 2020 (the “Merger Agreement”) by and among Party B, Far Point Acquisition Corporation, a Delaware corporation (“FPAC”) and the other parties thereto is scheduled to be consummated on the next Business Day following delivery of the Direction Letter and (ii) directing Escrow Agent to disburse from the Escrow Account the Escrow Deposit to the account of FPAC specified herein (the “FPAC Account”). Following receipt of the Direction Letter, Escrow Agent shall promptly disburse, via wire transfer of immediately available funds, the Escrow Deposit to the FPAC Account and provide to Party A and Party B federal reference numbers for the wire transfer. If the Issuer has received subscriptions for Forward Purchase Price (as defined in the Minimum Subscription Amount by Forward Purchase Agreement dated as of May 18, 2018 between FPAC and Party A) is less than the Offering Escrow Deposit, then Party A and Party B shall, no later than the Closing Date, deliver a direction letter (signed by each of them) to Escrow Agent to disburse the amount equal to the excess of the Escrow Fund Deposit over the Forward Purchase Price to Party A on or promptly after the Closing Date. If the Merger Agreement has been terminated (as may be confirmed to Escrow Agent by Party A or Party B), then the Escrow Deposit will be promptly paid immediately (and in any event, within one (1) Business Day) returned to Party A. The Parties acknowledge and agree that Party A shall have no right to object to any Direction Letter and any objection or credited other instruction which attempts to prevent or delay the account of, or otherwise transferred to the Issuer release of any such funds pursuant to instructions from any Direction Letter shall be ignored by the IssuerEscrow Agent without any liability. Escrow Agent may rely upon the validity, accuracy, and content of the statements contained in any Direction Letter or confirmation delivered pursuant to this Section 3. Party B shall simultaneously provide a copy of any Direction Letter to Party A. Escrow Agent shall be entitled to conclusively presume that Party A contemporaneously received each Direction Letter received by Escrow Agent. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall disburse the Escrow Deposit, or any portion thereof, to Party A upon the joint written instruction of both Party A and Party B in substantially the form of Exhibit B annexed hereto (a “Joint Instruction”). Notwithstanding anything to the contrary set forth in Section 8, and other than as set forth above, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Deposit, must be provided with in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a list containing Portable Document Format (“PDF”) attached to an email only at the amount fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by a Secretary, any Assistant Secretary or other duly authorized person of the named Party. No instruction for or related to the transfer or distribution of the Escrow Deposit shall be deemed delivered and effective unless Escrow Agent actually shall have received it by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and in the case of a facsimile, as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number. Escrow Agent shall not be liable to any Party or other person for refraining from each subscriber whose funds have been deposited with acting upon any instruction for or related to the transfer or distribution of the Escrow Deposit if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with respect this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to each subscriber perform on a non-Business Day may be performed by Escrow Agent on the "Subscriber Investment Amount"following Business Day and (ii) and may not transfer or distribute the nameEscrow Deposit until Escrow Agent has completed its security procedures. (b) Each Party authorizes Escrow Agent to use the funds transfer instructions (“Initial Standing Instructions”) specified for it below to disburse any funds due to FPAC without a verifying call-back or email confirmation as set forth below: FPAC: Bank Name: Bank Address: ABA number: Credit A/C Name: Credit A/C # If Applicable: FFC A/C Name: FFC A/C #: FFC A/C Address: (c) In the event any funds transfer instructions other than the Initial Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement (any such additional funds transfer instructions, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition“Additional Standing Instructions” and, together with the Initial Standing Instructions, the Issuer “Standing Instructions”), Escrow Agent will confirm such Additional Standing Instructions by a telephone call-back or Depositor shall calculate email confirmation to an Authorized Representative of such Party or Parties, and Escrow Agent may rely and act upon the interest earned on each Subscriber Investment Amount confirmation of anyone purporting to be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow Agent may continue to rely solely upon such Additional Standing Instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (d) The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the Offering Closing Date applicable Party setting forth such changes and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The actually received by Escrow Agent shall distribute via facsimile or as a PDF attached to each subscriber an email. Escrow Agent will confirm any such change in Authorized Representatives by a telephone call-back or email confirmation to an Authorized Representative and Escrow Agent may rely and act upon the appropriate Subscriber Investment Amount and interest thereon pursuant confirmation of anyone purporting to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the be that Authorized Representative. (e) Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and, if applicable, confirmed in accordance with this Escrow Agreement. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and, if applicable, confirmed in accordance with this Agreement shall terminate, subject to even though it identifies a person different from the provisions of Section 8named beneficiary.

Disposition and Termination. The Depositor and the Issuer agree (a) Subject to notify Sections 3(b) through (f) below, the Escrow Agent shall administer the Escrowed Shares in writing accordance with joint written instructions executed and delivered by ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative to the Escrow Agent from time to time (an “Instruction”) directing the Escrow Agent to pay or release the Escrowed Shares, or any portion thereof, as set forth in such Instruction. ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative shall cooperate in all respects with one another to deliver Instructions to the Escrow Agent as promptly as practicable as specified pursuant to this Section 3. Subject to Sections 3(b) through (f) below, the Escrow Agent shall make transfers and distributions of the closing Escrowed Shares only in accordance with an Instruction. (b) If, upon the determination of the Final Closing Statement pursuant to Section 3.1(c) of the Merger Agreement, the Adjustment Amount as shown on the Final Closing Statement is negative, ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative shall deliver as promptly as practicable an Instruction to the Escrow Agent instructing the Escrow Agent to transfer or cause to be transferred from the Escrow Account to Spinco a number of shares of Spinco Common Stock equal to (i) the Initial Escrowed Share Number, multiplied by (ii) the quotient of (A) the absolute value of the Adjustment Amount, divided by (B) $100,000,000. As promptly as practicable upon the Escrow Agent’s receipt of such Instruction, the Escrow Agent shall transfer or cause to be transferred such shares of Spinco Common Stock to Spinco in accordance with such Instruction and any such shares of Spinco Common Stock shall thereafter be canceled by Spinco and no longer be outstanding. (c) Upon any determination that any Spinco Indemnified Person is entitled to an indemnification payment pursuant to Section 9.2 of the Merger Agreement (each, an “Indemnification Payment”), ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative shall deliver as promptly as practicable an Instruction to the Escrow Agent instructing the Escrow Agent to transfer or cause to be transferred from the Escrow Account to Spinco a number of shares of Spinco Common Stock having a value equal to (i) the amount of the Indemnification Payment divided by (ii) the average daily volume-weighted average price of one share of Spinco Common Stock on the NASDAQ Global Select Market (the “Nasdaq”) for each of the twenty (20) consecutive days on which the Nasdaq is open for trading immediately prior to the date of determination of such Indemnification Payment, as reported on the Nasdaq (the “Current Stock Value”). As promptly as practicable upon the Escrow Agent’s receipt of such Instruction, the Escrow Agent shall transfer or cause to be transferred such shares of Spinco Common Stock to Spinco in accordance with such Instruction and any such shares of Spinco Common Stock shall thereafter be canceled by Spinco and no longer be outstanding. (d) Upon the later to occur of (i) the date of the offering first (1st) anniversary of the "Offering Closing Date"Date and (ii) date on which the final outstanding indemnification claim made pursuant to Section 9.2(a) of the Merger Agreement is resolved, following the release of any Indemnification Payments made by the Escrow Agent to Spinco pursuant to Section 9.2 of the Merger Agreement and whether Section 3(c) above, ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative shall deliver as promptly as practicable an Instruction to the Escrow Agent instructing the Escrow Agent to transfer or not cause to be transferred from the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place.Escrow Account: (i) If to each Voyager Stockholder (A) a number of the Issuer has received subscriptions for Escrowed Shares then remaining in the Minimum Subscription Amount Escrow Account, if any, subject to the repurchase by Spinco of any fractional shares to which such Voyager Stockholder would otherwise be entitled in accordance with Section 3(f)(ii), in such proportion as is represented by a fraction, (1) the Offering Closing Datenumerator of which is the number of shares of Voyager Capital Stock held by each such Voyager Stockholder as of immediately prior to the Effective Time and (2) the denominator of which is the Voyager Fully Diluted Share Number (such proportion, prior to such repurchase by Spinco of any fractional shares to which such Voyager Stockholder would otherwise be required, the “Escrowed Share Proportion”), and (B) in lieu of any such fractional shares to which such Voyager Stockholder would otherwise be entitled, such Voyager Stockholder’s interest in the Fractional Share Cash Payment (as defined below) in accordance with Section 3(f)(ii). As promptly as practicable upon the Escrow Agent’s receipt of such Instruction and the aggregate Fractional Share Cash Payment pursuant to Section 3(f)(ii), the Escrow Fund will Agent shall transfer or cause to be promptly transferred such shares of Spinco Common Stock and pay or cause to be paid such Fractional Share Cash Payment to or credited to the account ofeach Voyager Stockholder, or otherwise transferred to the Issuer pursuant to instructions from the Issuerin each case, in accordance with such Instruction. (ii) If to Spinco, with respect to Voyager Options that were converted into Spinco Options at the Issuer has not received subscriptions for Effective Time, a number of the Minimum Subscription AmountEscrowed Shares then remaining in the Escrow Account, if any, in such proportion as is represented by a fraction, (A) the numerator of which is the number of shares of Voyager Capital Stock subject to Voyager Options determined using the treasury stock method as of immediately prior to the Effective Time and (B) the denominator of which is the Voyager Fully Diluted Share Number. As promptly as practicable upon the Escrow Agent’s receipt of such Instruction, the Escrow Agent shall transfer or cause to be provided transferred such number of shares of Spinco Common Stock to Spinco in accordance with such Instruction and any such shares of Spinco Common Stock shall thereafter be canceled by Spinco and no longer be outstanding. (e) Upon a list containing the amount received from each subscriber whose funds have been deposited with transfer or distribution of shares of Spinco Common Stock pursuant to this Section 3, the Escrow Agent (shall include with such transfer or distribution an amount of the dividends paid with respect to each subscriber the "Subscriber Investment Amount"Escrowed Shares and delivered in accordance with Section 2(b)(ii), if any, in such proportion as is represented by a fraction, (i) the numerator of which is the number of shares of Spinco Common Stock which would otherwise be transferred or distributed pursuant to this Section 3 and (ii) the name, address and Taxpayer Identification Number ("TIN") denominator of each subscriber. In addition, which is the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as total number of the Offering Closing Date and provide such information shares of Spinco Common Stock deposited to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii2(a). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) Escrow Agent shall release the Escrow Amount within five (5) Business Days after its receipt of, and in accordance with, written instructions from the Parties in substantially the form of Exhibit A annexed hereto. Escrow Agent shall release the Escrow Shares (through the applicable Party’s broker), including for the avoidance of doubt any release of all or any portion of the Escrow Share Dividend Amount, within five (5) Business Days after its receipt of, and in accordance with, written instructions from the Parties in substantially the form of Exhibit B annexed hereto. The Depositor Parties shall provide Escrow Agent with any other information Escrow Agent reasonably requests to complete any release pursuant to this clause (a). Upon any release of all or any portion of the Escrow Shares to a Party entitled to receive such Escrow Shares pursuant to the terms of this Agreement and the Issuer agree Merger Agreement (the “Receiving Party”), Escrow Agent and the other Party, as applicable, shall take such actions as are reasonably requested by the Receiving Party to notify evidence the transfer of the Escrow Agent in writing Shares to the Receiving Party and the holding of the closing date of Escrow Shares by the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take placeReceiving Party. (b) Notwithstanding anything to the contrary, any instructions in any way related to the transfer or distribution of the Escrow Amount must, in order to be deemed delivered and effective, be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by facsimile (as evidenced by a confirmed transmittal to the applicable Party’s or Parties’ transmitting fax number) or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in Section 10 below or through an online platform offered by Escrow Agent’s escrow services business. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Amount that does not satisfy the requirements herein. Escrow Agent may rely and act upon the confirmation of anyone purporting to be an Authorized Representative in connection with any of Escrow Agent’s verifying callbacks or email confirmations. If Escrow Agent receives an instruction in accordance with this Section 3 after its established cut-off time, Escrow Agent will attempt to act upon the instruction on the Business Day requested if Escrow Agent deems it practicable to do so or otherwise as soon as practicable on the next Business Day. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent (i) If shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. following Business Day and (ii) If the Issuer has may not received subscriptions for the Minimum Subscription Amount, transfer or distribute the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Amount until Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8has completed its security procedures.

Disposition and Termination. The Depositor and the Issuer agree to jointly notify the Escrow Agent in writing of the closing date of the offering (the "“Offering Closing Date"”) and whether or not the Issuer received subscriptions for that will result in the Issuer receiving gross proceeds of at least $7,000,000 (the “Minimum Subscription Amount”). Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received Escrow Agent receives into the Escrow Fund subscriptions for the Minimum Subscription Amount by on or before September 30, 2017, which date may be extended upon the Offering Closing joint written instructions of the Issuer and Depositor (such date, as it may be extended, “Outside Date”), the Escrow Fund will be promptly paid to or credited to the account accounts of, or otherwise transferred to, the Issuer and the Depositor pursuant to the Issuer pursuant to joint instructions from the IssuerIssuer and the Depositor. (ii) If (a) the Issuer has does not received receive into the Escrow Fund subscriptions for the Minimum Subscription AmountAmount by the Outside Date, (b) any subscription is not accepted by the Issuer or (c) the offering is abandoned or terminated, the Issuer and Depositor shall notify the Escrow Agent pursuant to a joint written instruction. Escrow Agent shall also be provided by Depositor with suitable notice and, to the extent not previously provided pursuant to Section 2 above, a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "“Subscriber Investment Amount"”) and the name, address and Taxpayer Identification Number ("TIN") TIN of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to not exceed the amount of the Escrow Fund on the Offering Closing DateDate or date of termination or abandonment thereof. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and without interest thereon pursuant to joint written instructions of the Issuer and Depositor or deduction within 45 10 days of receipt of the information described in this Section 4(ii). (iii) If any date that is a deadline under this Escrow Agreement is not a Business Day, then such date shall be the Business Day that immediately follows that date. “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth on Schedule 1 is authorized or required by law or executive order to remain closed. Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. (a) The Depositor and the Issuer agree to notify the Escrow Agent shall disburse the Fund in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place.accordance with this Section 3(a): (i) If The Escrow Agent shall release all or any portion of the Issuer has received subscriptions for Fund, from time to time, in accordance with joint written instructions in the Minimum Subscription Amount form of Exhibit A-1 annexed hereto signed by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issueran Authorized Representative of each Party (“Joint Instructions”). (ii) If Buyer may make claims upon the Issuer has not received subscriptions Fund in accordance with, and subject to the terms and conditions of, Article VIII of the Purchase Agreement, by delivering to Escrow Agent at any time on or before [January 1, 2019] (the "Release Date") a written notice (a "Buyer Notice") substantially in the form of Exhibit A-2 signed by an Authorized Representative of Buyer and specifying in reasonable detail the individual items of damages for which indemnification is being sought pursuant to the Minimum Subscription AmountPurchase Agreement. Buyer shall, concurrently with the sending of any Buyer Notice to Escrow Agent, provide a copy of such Buyer Notice to the Representative. (aa) Unless the Escrow Agent receives, within thirty (30) calendar days after the Escrow Agent's receipt of a Buyer Notice, a written objection from Seller substantially in the form of Exhibit A-3 signed by an Authorized Representative of Seller and specifying in reasonable detail the basis for Seller's objection to the Buyer Notice, the Escrow Agent shall be provided with a list containing deliver to Buyer an amount from the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be Fund equal to the amount of claimed in such Buyer Notice. (bb) If the Escrow Fund on Agent receives a written objection to a Buyer Notice from Seller within the Offering Closing Date. The thirty (30) calendar day period described in the preceding paragraph, then the Escrow Agent shall distribute not disburse any funds from the Fund with respect to each subscriber the appropriate Subscriber Investment Amount such Buyer Notice unless and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of until the Escrow Fund Agent receives either Joint Instructions or a Final Determination with respect to such Buyer Notice. Seller shall, concurrently with the Issuer or the subscribers as the case may be, by the sending of any objection to a Buyer Notice to Escrow Agent, this Escrow Agreement shall terminate, subject provide a copy of such objection to the provisions of Section 8a Buyer Notice to Buyer.

Disposition and Termination. (a) The Depositor Escrow Shares shall serve as security for and a source of payment with respect to the Issuer agree Indemnified Party’s rights to indemnification under Article XI of the Merger Agreement. Claims under the foregoing rights to indemnification shall hereinafter be referred to, individually as an “Indemnity Escrow Claim” and collectively as “Indemnity Escrow Claims”. For the avoidance of doubt, Indemnity Escrow Claims shall be asserted and resolved solely as set forth in Article XI of the Merger Agreement, in each case subject to the time periods and other restrictions set forth in such Article XI. The Indemnified Party Representative shall notify the Securityholder Representative and Escrow Agent in writing of any sums which the closing date Indemnified Party Representative claims are subject to an Indemnity Escrow Claim (an “Indemnity Escrow Notice”) and its calculation of the offering (number of Escrow Shares needed to cover such sums, calculated in accordance with Section 3(f) below. The Escrow Agent shall have no duty to determine whether any Indemnity Escrow Notice accurately describes an Indemnity Escrow Claim or conforms to or is permitted under by or by virtue of the "Offering Closing Date") Merger Agreement, but shall be entitled to assume conclusively and whether without inquiry that any such Indemnity Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or not a portion of the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take placeEscrow Shares except in accordance with Section 3(b). (b) Within five (5) Business Days after receipt of either (i) If a joint written instruction in the Issuer has received subscriptions for form attached hereto as Exhibit A signed by both the Minimum Subscription Amount by Indemnified Party Representative and the Offering Closing Date, the Escrow Fund will be promptly paid to Securityholder Representative (a “Joint Written Instruction”) or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If a Final Order (as defined below), a copy of which shall be simultaneously provided to the Issuer has not received subscriptions other parties hereto, in each case specifying the amount, if known, of Escrow Shares asserted by the Indemnified Party Representative for the Minimum Subscription Amountsuch Indemnity Escrow Claim, the Escrow Agent shall be provided with a list containing disburse the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount portion of the Escrow Fund on Shares to such parties as provided in the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer Joint Written Instruction or the subscribers Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the Escrow Agent in order to distribute the Escrow Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by the Escrow Agent. For the avoidance of doubt, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with a Joint Written Instruction or Final Order. (c) Within ten (10) Business Days after the date that is the earlier of (i) fifteen (15) months following the Closing Date, or (ii) the date of the audited consolidated balance sheet of Parent, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Parent, for the fiscal year of the Closing (the “Release Date”), the Indemnified Party Representative and the Securityholder Representative shall deliver a Joint Written Instruction to the Escrow Agent, instructing the Escrow Agent to disburse to the Securityholder Representative (on behalf of the Company Securityholders) the number of Escrow Shares left in escrow, if greater than zero, equal to (i) the number of Escrow Shares left in escrow, less (ii) any Escrow Shares that are subject to an Indemnity Escrow Claim with respect to which the Escrow Agent shall have received an Indemnity Escrow Notice prior to the Release Date, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”). With respect to any Disputed Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement until the resolution of such underlying Indemnity Escrow Claims. Such Disputed Amounts, once resolved, shall be disbursed by the Escrow Agent pursuant to Section 3(b) of this Agreement or disbursed to the Securityholder Representative pursuant to this Section 3(c), as the case may be. (d) Upon the delivery of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement and instructions, this Escrow Agreement shall terminate, subject to the provisions of Section 86. (e) For the purposes of this Agreement, “Final Order” means a final and nonappealable judgment, award or order of a court of competent jurisdiction (an “Order”), which Order is delivered to the Escrow Agent accompanied by a written instruction from the Indemnified Party Representative or the Securityholder Representative (as applicable) given to effectuate such Order and confirming that such Order is final, nonappealable and issued by a court of competent jurisdiction, and the Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confirmation and instruction refers.

Disposition and Termination. (a) The Depositor Fund shall be paid by the Escrow Agent in accordance with the following: (i) In the event that the Company and the Issuer agree to notify Underwriter advise the Escrow Agent in writing of that the closing date of the offering Offering has been terminated (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount“Termination Notice”), the Escrow Agent shall be provided with promptly return the funds paid by each Investor to said Investor without interest or offset. The Underwriter shall provide to the Escrow Agent an electronic spreadsheet or list in a list form acceptable to the Escrow Agent containing the amount received from each subscriber Investor whose funds have been deposited with the Escrow Agent (with respect to each subscriber Investor the "Subscriber “Investor Investment Amount"”) along with the name and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow AgentInvestor. The aggregate of all Subscriber Investor Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing offering closing date. (ii) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 4(a)(i) and there is the Minimum Amount deposited into the Escrow Account on or prior to the Termination Date, the Escrow Agent shall, upon written notification from the Parties, promptly inform the Company and the Underwriter of the Minimum Amount that has been deposited in the account on such date. Then upon receipt of written instructions in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Fund in accordance with such written instructions, such payment or payments to be made by wire transfer as soon as practicable after receipt of such written instructions. The Parties agree among themselves that, such instructions will not be provided by the Company and Underwriter unless they have received confirmation from the NYSE Amex that the Shares will be listed on the NYSE Amex. After receipt of the aforementioned confirmation, the Parties will send written release instructions to the Escrow Agent via facsimile, in accordance with Section 10, herein. (iii) If by (x) 3:00 PM Eastern time on the Termination Date, the total amount of the Fund is less than the Minimum Amount, or (y) 5:00 PM Eastern Time on the Termination Date, the Escrow Agent has not received written instructions from the Company and the Underwriter regarding the disbursement of the Fund, then the Escrow Agent shall be directed to return the Fund to the Investors pro rata without interest and/or offset, and in accordance with the Investor release requirements referenced in Section 4.(a), (i) herein. (iv) The Escrow Agent shall distribute not be required to each subscriber pay any uncollected funds or any funds that are not available for withdrawal. (v) If the appropriate Subscriber Investment Amount and interest thereon pursuant Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to joint written instructions of take action is not a Banking Day, then such date shall be the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Banking Day immediately subsequent to that date. (b) Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 88(b).

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent (a) Except as otherwise set forth in writing of the closing date of the offering (the "Offering Closing Date"Sections 6(c) and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i& 11(b) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amountbelow, the Escrow Agent shall be provided disburse the Escrow Fund in accordance with either (i) a list containing the amount received from joint written instruction signed by an Authorized Representative of each subscriber whose funds have been deposited with Party or (ii) written instructions delivered to the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as by an Authorized Representative of the Offering Closing Date and provide such information instructing Party given to effectuate an attached copy of a final, non-appealable order or judgment by a court of competent jurisdiction as to the Escrow Agent. The aggregate disbursement of all Subscriber Investment Amounts and interest thereon shall be equal to the amount or some of the Escrow Fund on accompanied by written certification from counsel for the Offering Closing Dateinstructing Party attesting that such order or judgment is final and not subject to further proceedings or appeal (collectively “Court Order”). The Escrow Agent shall distribute be entitled conclusively to each subscriber rely upon any such certification and instruction and shall have no responsibility to review the appropriate Subscriber Investment Amount attached order/judgment to which such certification and interest thereon instruction refers or to make any determination as to whether such order/judgment is final, not subject to further proceedings or appeals or otherwise binding upon the Parties. (b) At any time, but no later than 5:00 p.m., Eastern Time on the date of the final determination of the Final Closing Adjustment pursuant to joint written instructions Section 2.6 of the Issuer and Depositor within 45 days of receipt Merger Agreement (the “Escrow Expiration Date”) for which the Escrow Agent has received prior written notice from Authorized Representatives of the information described Parties of such date, the Buyer may deliver to the Escrow Agent, with a copy concurrently delivered to the Company Equityholder Representative, a written notice in this substantially the form attached hereto as Exhibit A, making a claim for payment of the Final Closing Adjustment, pursuant to Section 4(ii). Upon delivery 2.6 of the Merger Agreement, or all or a portion of the Escrow Fund with respect to the Issuer or the subscribers as the case may be, any claim for indemnification by the Buyer under the Merger Agreement. The Escrow AgentAgent shall hold the amount of the Final Closing Adjustment or any Damages claimed in any such claim for indemnification (the “Claimed Amount”) until the Escrow Agent receives either (i) a joint written instruction signed by an Authorized Representative of each Party or (ii) a Court Order. For the avoidance of doubt, this the joint written instruction contemplated by clause (i) of the immediately preceding sentence may provide for release of all, or only a portion of, the Claimed Amount. (c) On the first Business Day after the Escrow Agreement Expiration Date, the Escrow Agent pursuant to written instructions from the Company Equityholder Representative shall terminatedisburse to American Stock Transfer & Trust Company, subject to the provisions of Section 8.LLC, as paying and exchange agent (for

Disposition and Termination. (a) The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided release the Fund (including any part or portion thereof) within two (2) Business Days upon receipt of and in accordance with (x) joint written instructions executed by an Authorized Representative of each Party substantially in the form of Exhibit A annexed hereto (each, a list containing “Disbursement Request”), or (y) a Final Order. A “Final Order” means a certified copy of a final order or judgment of a court of competent jurisdiction which is not subject to further proceedings or appeal, in each case, determining the amount received from each subscriber whose funds have been deposited with rights of the Escrow Agent (Department or Participant with respect to each subscriber the "Subscriber Investment Amount"Fund. Any Final Order submitted pursuant to clause (y) above must be accompanied by a written certification from counsel for the Party requesting disbursement attesting that such Final Order is final and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer not subject to further proceedings or Depositor shall calculate the interest earned on each Subscriber Investment Amount as appeal along with a written instruction from an Authorized Representative of the Offering Closing Date and provide Party requesting disbursement, which is given to effectuate such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing DateFinal Order. The Escrow Agent shall distribute be entitled to each subscriber conclusively rely upon any such certification and instruction and shall have no responsibility to review the Final Order to which such certification and instruction refers or to make any determination as to whether such Final Order is final. Notwithstanding anything to the contrary set forth in Section 8, any instructions setting forth, claiming, objecting to, or in any way related to the transfer or distribution of the Fund, must be in writing and executed by the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions Party or Parties as evidenced by the signatures of the Issuer person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and Depositor within 45 days 1-B (each an “Authorized Representative”) and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email at the fax number or email address set forth in Section 8 below. Each Designation of receipt Authorized Representatives shall be signed by a Secretary, any Assistant Secretary or other duly authorized person of the information described named Party. No such instruction shall be deemed delivered and effective unless Escrow Agent actually shall have received it by facsimile or as a PDF attached to an email at the fax number or email address set forth in this Section 4(ii)8 and, in the case of a facsimile, as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number. Upon delivery Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of all or any of the Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Fund Agent. Notwithstanding anything to the Issuer contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or distribute the subscribers as the case may be, by the Fund until Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8Agent has completed its security procedures.

Disposition and Termination. The Depositor and (a) As soon as practicable (but no later than five (5) Business Days) after the Issuer agree to notify date that is twenty-four (24) months following the date of this Agreement (the “Escrow Termination Date”), the Escrow Agent in writing shall release to the Stockholders all remaining amounts of the closing date Fund less any Reserved Portion (as defined herein) pursuant to the written instructions of the offering Stockholders’ Representative. The Escrow Agent shall make distributions under this Escrow Agreement to the Paying Agent (as defined in the "Offering Closing Purchase Agreement) or pursuant to the wiring instructions or delivery addresses, as applicable, as otherwise set forth in any written instruction delivered to the Escrow Agent by the Stockholders’ Representative. Any Reserved Portion shall continue to be held in escrow under this Agreement by the Escrow Agent until the claims contained in any Claim Notice(s) described in Section 4(b) below become resolved, even if such claims have not been finally resolved prior to the Escrow Termination Date". At any time prior to the final release of the Fund, the Stockholders’ Representative may, at its option, deliver any remaining portion of the Stockholders’ Representative Fund Amount (as defined in the Purchase Agreement) and whether or not to the Issuer received subscriptions Escrow Agent for distribution to the Minimum Subscription Amount. Upon receipt Stockholders in conjunction with the final release of such written notification the following procedure will take placeFunds. (ib) If Notwithstanding anything in this Agreement to the Issuer has received subscriptions for contrary, if on or before the Minimum Subscription Amount by the Offering Closing Escrow Termination Date, the Escrow Fund will be promptly paid to or credited Agent has received from Purchaser a notice (a “Claim Notice”) specifying the basis for a claim for indemnification pursuant to the account ofPurchase Agreement (as defined below) and the amount of the claim, or otherwise transferred if such amount is unknown, Purchaser’s estimate of the amount of such claim (the “Claimed Amount”), then the Escrow Agent shall continue to keep in escrow an amount equal to the Issuer pursuant to instructions from Claimed Amount set forth in such Claim Notice(s) (the Issuer“Reserved Portion”) until the disposition of such Claimed Amount is resolved as provided herein. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date. (iic) At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice shall be delivered by the Purchaser to the Stockholders’ Representative in accordance with the notice provisions contained in the Purchase Agreement. (d) Unless the Stockholders’ Representative delivers to the Escrow Agent (with a duplicate thereof delivered by the Stockholders’ Representative to Purchaser in accordance with the notice provisions contained in the Purchase Agreement) a notice objecting in good faith to the creation of the Reserved Portion (or any portion thereof), or the claim contained in the Claim Notice (the “Contest Notice”) within twenty (20) calendar days of Stockholders’ Representative receiving the relevant Claim Notice pursuant to Section 4(c) hereof, the Escrow Agent shall, without further instructions, promptly liquidate that portion of the Fund equal to the Claimed Amount as set forth in such Claim Notice and deliver such amount to Purchaser. The Escrow Agent shall continue to hold in escrow any contested Claimed Amount until release is otherwise authorized pursuant to Section 4(e) hereof. If the Issuer has not received subscriptions for the Minimum Subscription any Contest Notice includes an objection to only a portion of a Claimed Amount, the Escrow Agent shall be provided with a list containing promptly release to Purchaser an amount from the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be Fund equal to the amount portion of the Escrow Fund Claimed Amount in relation to which there is no objection. (e) In the event that Stockholders’ Representative delivers a Contest Notice in accordance with Section 4(d) hereof, Stockholders’ Representative and Purchaser shall negotiate in good faith for a period of thirty (30) days after delivery of the Contest Notice to Purchaser in an effort to settle the claim contained in the relevant Claim Notice or agree on the Offering Closing Dateappropriate Reserved Portion, if any, to be applied against the Fund pursuant to the relevant Claim Notice. The Escrow Agent shall distribute make payment with respect to each subscriber the appropriate Subscriber Investment any Claimed Amount and interest thereon pursuant subject to such Contest Notice only in accordance with: (i) any joint written instructions executed by both Stockholders’ Representative and Purchaser; or (ii) a written notification from Purchaser of a final decision, order, judgment or decree of a court of competition jurisdiction or an arbitrator, which notification shall attach a copy of such final decision, order, judgment or decree (a “Final Order”). The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and upon receipt thereof shall promptly liquidate and distribute that portion of the Issuer remaining Fund as instructed in such joint written instructions or Final Order. (f) Notwithstanding anything to the contrary in this Agreement, if the Escrow Agent receives joint written instructions from Stockholders’ Representative and Depositor within 45 days of receipt Purchaser, or their respective successors or assigns, as to the disbursement of the information described Fund, the Escrow Agent shall disburse the Fund pursuant to such joint written instructions. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its reasonable discretion, that the persons executing said joint written instructions are authorized to do so by Stockholders’ Representative or Purchaser, as applicable. (g) Notwithstanding anything to the contrary in this Section 4(ii). Agreement, if any amount to be released at any time or under any circumstances exceeds the balance in the Fund, the Escrow Agent shall release the balance in the Fund and shall have no liability or responsibility to the Parties for any deficiency. (h) Upon delivery of any and all remaining balance in the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

Disposition and Termination. The Depositor (a) Escrow Agent is directed to hold and the Issuer agree to notify distribute the Escrow Agent Funds as set forth in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take placethis Section 3. (b) Escrow Agent shall release Escrow Funds in accordance with (i) If written instructions that are executed by Authorized Representatives (as defined below) of both Purchaser and Seller substantially in the Issuer has received subscriptions for form of Exhibit A-1 annexed hereto as to the Minimum Subscription Amount by the Offering Closing Date, disbursement of some or all of the Escrow Fund will be promptly paid to or credited to the account ofFunds (“Joint Payment Instructions”), or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If written instructions from an Authorized Representative of the Issuer has prevailing Party given to effectuate an attached final non-appealable order of a court of competent jurisdiction (a “Court Order”) as to the disbursement of some or all of the Escrow Funds accompanied by a written certification of the prevailing Party’s counsel that such Court Order is final and not received subscriptions for the Minimum Subscription Amount, the subject to any further appeal or proceedings. Escrow Agent shall be provided entitled conclusively to rely upon any such certification and instruction and shall have no responsibility to review the Court Order to which such certification and instruction refers or to make any determination as to whether such Court Order is final. Copies of any Court Orders will be delivered to Escrow Agent by either the Authorized Representative of Purchaser or Seller and to the other Party. (c) Amounts distributed pursuant to this Section 3 will be paid to the applicable Party in accordance with wire instructions set forth in Section 3(d) below or furnished by an Authorized Representative of a list containing Party to Escrow Agent and confirmed in accordance with Section 3(e) below. (d) Notwithstanding anything to the amount received from contrary set forth in Section 8, any instructions setting forth, claiming, containing, objecting to, or in any way related to, the transfer or distribution of the Escrow Funds, must be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedules 1-A and 1-B (each subscriber whose funds have been deposited an “Authorized Representative”), and delivered to Escrow Agent only as a Portable Document Format (“PDF”) (or any electronic signature comply with the U.S. federal ESIGN Act of 2000) attached to an email on a Business Day only at the email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Escrow Funds shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day as a PDF (or any electronic signature comply with respect the U.S. federal ESIGN Act of 2000) attached to each subscriber an email only at the "Subscriber Investment Amount") email address set forth in Section 8 and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer transfer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as distribution of the Offering Closing Date and provide such information Escrow Funds if delivered to the any other email address, including but not limited to a valid email address of any employee of Escrow Agent. Each Party authorizes that Escrow Agent to use the following funds transfer instructions (“Initial Standing Instructions”) specified for it below to disburse any funds due to such Party without a verifying call-back or email confirmation as set forth in Section 3(e) below: Bank name: Bank address: Account name: Account No: SWIFT Code: Purchaser: Bank name: Bank address: Account name: Account No: ABA Number: (e) If any other funds transfer instructions other than the Initial Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement, (any such additional funds transfer instructions, “Additional Standing Instructions” and, together with the Initial Standing Instructions, the “Standing Instructions”), Escrow Agent will confirm such Additional Standing Instructions by a telephone call-back or email confirmation to an Authorized Representatives of such Party or Parties, and Escrow Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow Agent may continue to rely solely upon such Additional Standing Instructions and all identifying information set forth therein for such beneficiary without an additional telephone callback or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. The aggregate persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized officer of all Subscriber Investment Amounts the applicable Party setting forth such changes and interest thereon shall actually received by Escrow Agent as a PDF attached to an email. Escrow Agent will confirm any such change in Authorized Representatives by telephone callback or email confirmation to an Authorized Representative and Escrow Agent may rely and act upon the confirmation of anyone purporting to be equal that Authorized Representative. Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and confirmed by an Authorized Representative. Further the beneficiary’s bank in the funds transfer instruction may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. (f) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Parties hereby expressly assume such risks. (g) Notwithstanding anything to the amount of contrary contained in this Agreement, in the Escrow Fund on the Offering Closing Date. The event that an electronic signature is affixed to an instruction issued hereunder to disburse or transfer funds, Escrow Agent shall distribute may, at its sole and absolute discretion, require that such instruction be confirmed by a verifying callback (or email confirmation) to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described an Authorized Representative. (h) As used in this Section 4(ii)3, “Business Day” shall mean any day other than a Saturday, Sunday, or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon the earlier of (i) delivery of the Escrow Fund Funds in full by Escrow Agent pursuant to Section 3(i) below; (ii) the Issuer or termination of the subscribers as Purchase Agreement; and (iii) the case may be, by written agreement of each of the Escrow AgentParties, this Escrow Agreement shall terminateterminate and the related account(s) shall be closed, subject to the provisions of Section 86 and 7.

Disposition and Termination. The Depositor and the Issuer agree to notify (a) By 5:00 p.m. New York local time on Friday, October 7, 2016, the Escrow Agent shall receive joint written instructions executed by an Authorized Representative of each of Purchaser and Seller (a “Joint Instruction”) notifying the Escrow Agent that either (i) the Purchase Agreement has not been executed and the Escrow Agent shall release to Purchaser at their standing wire instructions in writing of Section 3(d) all amounts in the closing date of Deposit Escrow Account, including any interest or other income earned under this Agreement less any taxes that are required to be withheld or that have been previously remitted to tax authorities in respect thereof or (ii) the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take placePurchase Agreement has been executed. (ib) If the Issuer has received subscriptions for the Minimum Subscription Amount Purchase Agreement is executed, within two (2) Business Days following receipt by the Offering Closing Date, Escrow Agent of either (i) a Joint Instruction instructing the Escrow Fund will be promptly paid Agent to or credited release to the account ofperson or persons set forth in such Joint Instruction all or a portion of the Deposit (each such amount, a “Deposit Release Amount”), or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If a written instruction from an Authorized Representative of the Issuer has not received subscriptions instructing Party given to effectuate an attached copy of an arbitral award obtained under the Delaware Rapid Arbitration Act (the “DRAA” 10 Del. C. § 5801 et seq.) in accordance with Section 11 accompanied by a written certification from counsel for the Minimum Subscription instructing Party attesting that such award is final and not subject to further proceedings or appeal (collectively, an “Order”) directing the Escrow Agent to release to the person or persons set forth in such Order a Deposit Release Amount, the Escrow Agent shall release to such person or persons such Deposit Release Amount in accordance with such Joint Instruction or Order. The Parties acknowledge that the Escrow Agent shall be provided entitled conclusively to rely upon any such certification and instruction given as part of an Order and shall have no responsibility to review, inquire into or investigate the award to which such certification and instruction refers or to make any determination as to whether such award is final. All payments under this Agreement shall be made by wire transfer of immediately available funds to the account of Purchaser or Seller as set forth in Section 3(d) (as it may be updated from time to time in accordance with this Agreement) or as otherwise directed pursuant to a list containing Joint Instruction or Order. As between Purchaser and Seller only, each of Purchaser and Seller hereby agree to execute and deliver to the amount received from Escrow Agent Joint Instructions as follows: (i) within two (2) Business Days after a termination of the Purchase Agreement in a manner requiring payment of the reverse termination fee pursuant to Section 9.4(a) of the Purchase Agreement (the “Reverse Termination Fee”), each subscriber whose funds have been deposited with of Purchaser and Seller shall execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent (with respect A) to each subscriber release to Seller an amount of funds from the "Subscriber Investment Amount") and Deposit Escrow Account equal to the nameDeposit (or, address and Taxpayer Identification Number ("TIN"in the event either the Restructuring Phase I Completion Date has not yet occurred or the Reverse Termination Fee is payable pursuant to Section 9.4(a)(iv) of each subscriber. In additionthe Purchase Agreement, the Issuer Initial Deposit), and (B) to release to Purchaser an amount of funds from the Deposit Escrow Account equal to any interest or Depositor shall calculate other income earned under this Agreement less any taxes that are required to be withheld or that have been previously remitted to tax authorities in respect thereof; (ii) if the interest earned on each Subscriber Investment Amount as Purchase Agreement is terminated other than in any manner requiring payment of the Offering Closing Date Reverse Termination Fee pursuant to Section 9.4(a) of the Purchase Agreement, within two (2) Business Days after such termination, each of Purchaser and provide such information Seller shall execute and deliver to the Escrow Agent. The aggregate Agent a Joint Instruction instructing the Escrow Agent to release to Purchaser all amounts in the Deposit Escrow Account less any taxes that are required to be withheld; or (iii) in connection with the Closing, each of all Subscriber Investment Amounts Purchaser and interest thereon Seller shall be execute and deliver to the Escrow Agent a Joint Instruction instructing the Escrow Agent (A) to release to Seller an amount of funds from the Deposit Escrow Account equal to the Deposit, and (B) to release to Purchaser an amount of funds from the Deposit Escrow Fund Account equal to any interest or other income earned under this Agreement less any taxes that are required to be withheld or that have been previously remitted to tax authorities in respect thereof. (c) Notwithstanding anything to the contrary set forth in Section 8, any instructions setting forth, claiming, containing, or in any way related to the transfer, release or distribution of the Fund, must be in writing executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Offering Closing DateDesignation of Authorized Representatives attached hereto as Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. The Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Fund shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall distribute not be liable to each subscriber any Party or other person for refraining from acting upon any instruction for or related to the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions transfer or distribution of the Issuer Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. (d) Each Party acknowledges that (i) Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Purchaser, without a verifying call-back as set forth in Section 3(d) below Purchaser: Bank Name: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA (New York) Account Number: ######### SWIFT: ▇▇▇▇▇▇▇▇ Account Name: Avolon Aerospace Leasing Limited and Depositor within 45 days (ii) Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Seller, without a verifying call-back as set forth in Section 3(d) below Seller: Bank: ▇.▇. ▇▇▇▇▇▇ N.A. New York ABA:######### Account Name: C.I.T. Leasing Corporation Bank Account Number: ######### SWIFT: ▇▇▇▇▇▇▇▇ Bank Address: ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇ (e) In the event any other funds transfer instructions are set forth in an instruction from a Party or the Parties in accordance with Section 3(a), Escrow Agent shall seek confirmation of receipt such funds transfer instructions by a single telephone call-back to one of the information described Authorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized officer of the applicable Party and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set forth in Section 3(a) above, no funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. Escrow Agent, any intermediary bank and the beneficiary's bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and confirmed by an Authorized Representative. Further the beneficiary’s bank in the funds transfer instruction may make payment on the basis of the account number provided in such Party’s or Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. (f) As used in this Section 4(ii)3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. Each Party acknowledges that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Fund in full by Escrow Fund Agent pursuant to the Issuer or the subscribers as the case may be, by the Escrow Agentthis Section 3, this Escrow Agreement shall terminateterminate and the related account(s) shall be closed, subject to the provisions of Section 86.

Disposition and Termination. The Depositor Escrow Agent shall hold the Escrow Property in its possession and disburse the Issuer agree Escrow Property or any specified portion thereof only as follows: (a) Promptly (but in any event within five Business Days) after the date that is 15 months following the date hereof (the “Initial Release Date”), Escrow Agent shall deliver to notify the Agent (defined below) for further distribution to the Stockholders in accordance with written instructions previously provided by Stockholders’ Agent to the Escrow Agent in writing on the Initial Release Date, a portion of the closing date Indemnification Escrow Property equal to $6,500,000 less (i) the amount of any funds released from the offering Escrow Property to the Acquiror prior to the Initial Release Date; less (ii) the "Offering Closing amount as may reasonably be necessary to satisfy any unresolved or unsatisfied Claims (as defined and the amount, if any, as determined below) specified in any Claim Notice (as defined below) delivered by Acquiror to the Escrow Agent and Stockholders’ Agent prior to the Initial Release Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (b) Promptly (but in any event within five Business Days) after the date that is 30 months following the date hereof (the “Escrow Termination Date”), Escrow Agent shall deliver to the Agent for further distribution to the Stockholders in accordance with written instructions previously provided by Stockholders’ Agent to Escrow Agent on the Escrow Termination Date (i) If all remaining Escrow Property not previously disbursed; less (ii) the Issuer has received subscriptions for amount as may reasonably be necessary to satisfy any unresolved or unsatisfied Claims (as defined and the Minimum Subscription Amount amount, if any, as determined below) specified in any Claim Notice (as defined below) delivered by the Offering Closing Date, Acquiror to the Escrow Fund will be promptly paid to or credited Agent and Stockholders’ Agent prior to the account of, or otherwise transferred to Escrow Termination Date. This Agreement shall terminate upon the Issuer pursuant to instructions distribution of all of the Escrow Property from the IssuerEscrow Account in accordance with the terms hereof. (iic) If Escrow Agent receives a Claim Notice (as defined below) from Acquiror prior to the Issuer has not received subscriptions for Escrow Termination Date stating that Acquiror is entitled pursuant to Article XI of the Minimum Subscription AmountMerger Agreement to be indemnified by the Stockholders from the Indemnification Escrow Fund (each, the a “Claim”), then Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the disburse or retain Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to Property in the amount of the Claim pursuant to Section 5. (d) To the extent that Escrow Fund on Property is to be released to the Offering Closing Date. The Stockholders (as defined under the Merger Agreement), Stockholders’ Agent (and Acquiror, if applicable) will provide instructions to Escrow Agent shall distribute to each subscriber deliver such disbursement to the appropriate Subscriber Investment Amount and interest thereon Agent (as designated pursuant to joint written instructions that certain Paying Agent Agreement among Acquiror, Stockholders’ Agent, the Company, and JPMorgan Chase Bank, N.A. of even date herewith (the “Paying Agent Agreement”)) for the benefit of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund Stockholders, which Agent will then disburse such monies to the Issuer or Stockholders in accordance the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8Paying Agent Agreement.

Disposition and Termination. The Depositor and the Issuer agree to notify (a) If at any time the Escrow Agent receives a written instruction from the Trustee relating to the Escrow Account or the Escrowed Funds, the Escrow Agent shall comply with such instructions in writing good faith without further consent from the Issuer or any other person. Except as otherwise provided in this Agreement, in no event shall the Escrow Agent accept any instruction from the Issuer nor shall it permit any distribution or release of any part of the closing date Escrowed Funds without written authorization of the offering (Trustee. The Parties agree that the "Offering Closing Date") Escrow Agent shall act in good faith upon and whether or not according to the direction of the Trustee and that the Issuer received subscriptions shall have no claim for any inappropriate instructions, orders or notice other than against the Minimum Subscription Amount. Upon receipt Trustee pursuant to the terms of such written notification the Indenture. (b) Subject to Section 3(a) above and except as otherwise provided in Section 10 below, the Escrow Agent is directed to hold and distribute the Escrowed Funds in the following procedure will take place.manner: (i) If The Escrow Agent will release the Escrowed Funds (such release, the “Escrow Release”) in accordance with written instructions of an Authorized Representative of the Issuer has received subscriptions for in substantially the Minimum Subscription Amount by form annexed hereto as Schedule 4 (such written instructions, an “Officer’s Certificate”) and delivered to the Trustee and the Escrow Agent on or prior to 5:00PM New York City time on May 31, 2018 (the “Escrow Outside Date”), certifying that the following conditions have been met (the “Release Conditions”): (A) the Spin-off will be consummated substantially concurrently with the release of the Escrowed Funds on substantially the terms described in the Offering Closing DateMemorandum and the Escrowed Funds will be applied in the manner described under “Use of proceeds” in the Offering Memorandum; (B) the term loan lenders under the Senior Credit Facilities have funded the term loans thereunder in an aggregate principal amount of $415.0 million, less any applicable discounts, fees and expenses; (C) each of the Issuer’s Restricted Subsidiaries that guarantees obligations under the Senior Credit Facilities on the date of release of the Escrowed Funds will become a Guarantor of the Notes, in each case, pursuant to a supplemental indenture to the Indenture; and (D) no Default under the Indenture shall have occurred and be continuing (or result therefrom). Neither the Escrow Fund will be promptly paid Agent nor the Trustee shall have any duty or obligation to verify or credited to investigate the account of, or otherwise transferred to satisfaction of any of the Issuer pursuant to instructions from the IssuerRelease Conditions. (ii) If In the event that upon the earliest of any of the following to occur: (A) the Spin-off is not consummated on or prior to the Escrow Outside Date, (B) the Issuer has determines, in its sole discretion, that the Release Conditions cannot received subscriptions for be satisfied by the Minimum Subscription AmountEscrow Outside Date or (C) the Board of Directors of Dover determines, in its sole discretion, that the Spin-off is not in the best interests of Dover or its stockholders, that a sale or other alternative is in the best interests of Dover or its stockholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate certain assets and liabilities conducting Dover’s upstream oil and gas business within its Energy segment from Dover (such earliest date, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition“Special Mandatory Termination Date”), the Issuer or Depositor shall calculate will effect the interest earned on each Subscriber Investment Amount as Special Mandatory Redemption, at a redemption price equal to 100% of the Offering Closing aggregate principal amount of the Notes, plus accrued and unpaid interest thereon to, but not including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). A Special Redemption Notice (as defined below) will be sent by an Authorized Representative of the Issuer within three Business Days following the occurrence of a Special Mandatory Termination Date to the Trustee and provide such information to the Escrow Agent. The aggregate Special Redemption Notice will specify the date fixed for such Special Mandatory Redemption (the “Special Mandatory Redemption Date”), which date may not be any later than five Business Days from the date of such Special Redemption Notice. Concurrently with the delivery of the Special Redemption Notice, the Issuer will instruct the Trustee to, at the Issuer’s expense, deliver (by first-class mail or delivered electronically to each Holder’s registered address or otherwise in accordance with the procedures of The Depository Trust Company, as the case may be) a notice that a Special Mandatory Redemption will occur on the Special Mandatory Redemption Date. Such notice will provide that all Subscriber Investment Amounts and interest thereon of the Notes shall be redeemed by the Issuer in accordance with the terms of the Indenture on the Special Mandatory Redemption Date. Upon the satisfaction of the Release Conditions, the foregoing provisions regarding the Special Mandatory Redemption will cease to apply. (iii) If the Escrow Agent receives a written notice of the occurrence of a Special Mandatory Termination Date from the Issuer in substantially the form of Schedule 5 annexed hereto (such notice, a “Special Redemption Notice”), the Escrow Agent will deliver Escrowed Funds in an amount equal to the amount Special Mandatory Redemption Price (as specified in the Special Redemption Notice) to the Trustee not later than the Business Day immediately prior to the Special Mandatory Redemption Date as directed in the Special Redemption Notice. (c) Notwithstanding anything to the contrary set forth in Section 8, any notice or instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Fund Escrowed Funds, including but not limited to a Notice of Exclusive Control, must be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth on the Offering Closing DateDesignation of Authorized Representatives attached hereto as Schedules 1-A and 1-B (each an “Authorized Representative”), and delivered to the Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email on a Business Day only at the fax number or email address set forth in Section 9 below. Each Designation of Authorized Representatives shall be signed by the Secretary, any Assistant Secretary or other duly authorized officer of the named Party. No such notice or instruction for or related to the transfer or distribution of the Escrowed Funds shall be deemed delivered and effective unless the Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 9 and in the case of a facsimile, as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. The Escrow Agent shall distribute not be liable to each subscriber any Party or other person for refraining from acting upon a Notice of Exclusive Control or any notice, instruction for or related to the appropriate Subscriber Investment Amount transfer or distribution of the Escrowed Funds if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of the Escrow Agent. (d) Each Party authorizes the Escrow Agent to use the funds transfer instructions (“Initial Standing Instructions”) specified below to disburse any funds due to such Party or the Representative (on behalf of, and interest thereon for further distribution to, the Initial Purchasers), without a verifying call-back or email confirmation, as set forth below: Issuer: Apergy Corporation Dover: Dover Corporation Trustee: ▇▇▇▇▇ Fargo Bank, National Association Representative: ▇.▇. ▇▇▇▇▇▇ Securities LLC Bank Name: JPMorgan Chase Bank Name: JPMorgan Chase Bank Name: ▇▇▇▇▇ Fargo Bank, National Association Bank Name: JPMorgan Chase Bank Bank Address: ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇ Bank Address: ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇ Bank Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇. Suite 4300 MAC T9216-430 Dallas, TX 75202-2812 Bank Address: ABA number: ABA ACH: ▇▇▇▇▇▇▇▇▇ ABA Wires: ▇▇▇▇▇▇▇▇▇ ABA number / SWIFT ID ▇▇▇▇▇▇▇▇▇/ ▇▇▇▇▇▇▇▇ ABA number: ▇▇▇▇▇▇▇▇▇ ABA number / SWIFT ID: ▇▇▇-▇▇▇-▇▇▇/ ▇▇▇▇▇▇▇▇ Credit A/C Name: Apergy Corporation Credit A/C Name: Dover Corporation Credit A/C Name: Corporate Trust Clearing Account Credit A/C Name: ▇.▇. ▇▇▇▇▇▇ Securities LLC Credit A/C # 1928-43628 Credit A/C # 236957962 Credit A/C # ▇▇▇▇▇▇▇▇▇▇ Credit A/C # ▇▇▇-▇▇▇-▇▇▇ Attn: Debt Final Settle If Applicable: If Applicable: If Applicable: If Applicable: FFC A/C Name: N/A FFC A/C Name: N/A FFC A/C Name: N/A FFC A/C Name: FFC A/C #: N/A FFC A/C #: N/A FFC A/C #: 49421400 FFC A/C #: FFC A/C Address: N/A FFC A/C Address: N/A FFC A/C Address: N/A FFC A/C Address: (e) In the event any funds transfer instructions other than the Initial Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement (any such additional funds transfer instructions, “Additional Standing Instructions” and, together with the Initial Standing Instructions, the “Standing Instructions”), the Escrow Agent will confirm such Additional Standing Instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties, and the Escrow Agent may rely and act in good faith upon the confirmation of anyone purporting to be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, the Escrow Agent may continue to rely solely upon such Additional Standing Instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to joint written instructions any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (f) The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized officer of the Issuer applicable Party setting forth such changes and Depositor within 45 days actually received by the Escrow Agent via facsimile or as a PDF attached to an email. The Escrow Agent will confirm any such change in Authorized Representatives by a telephone callback or email confirmation to an Authorized Representative and the Escrow Agent may rely and act in good faith upon the confirmation of receipt anyone purporting to be that Authorized Representative. (g) The Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely in good faith upon the identifying number of the information described beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and confirmed by an Authorized Representative. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. (h) As used in this Section 4(ii)3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, Escrowed Funds in full by the Escrow AgentAgent pursuant to this Section 3, this Escrow Agreement shall terminateterminate and all the related account(s) shall be closed, subject to the provisions of Section 87.

Disposition and Termination. (a) The Depositor Fund shall be paid by the Escrow Agent in accordance with the following: (i) In the event that the Company and the Issuer agree to notify Underwriter advise the Escrow Agent in writing of that the closing date of the offering Offering has been terminated (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount“Termination Notice”), the Escrow Agent shall be provided with promptly return the funds paid by each Investor to said Investor without interest or offset. The Underwriter shall provide to the Escrow Agent an electronic spreadsheet or list in a list form acceptable to the Escrow Agent containing the amount received from each subscriber Investor whose funds have been deposited with the Escrow Agent (with respect to each subscriber Investor the "Subscriber “Investor Investment Amount"”) along with the name and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow AgentInvestor. The aggregate of all Subscriber Investor Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing offering closing date. (ii) Provided that the Escrow Agent does not receive the Termination Notice in accordance with paragraph 4(a)(i) and there is the Minimum Amount deposited into the Escrow Account on or prior to the Termination Date, the Escrow Agent shall, upon written notification from the Parties, promptly inform the Company and the Underwriter of the Minimum Amount that has been deposited in the account on such date. Then upon receipt of written instructions in a form and substance satisfactory to the Escrow Agent, received from the Company and Underwriter, pay the Fund in accordance with such written instructions, such payment or payments to be made by wire transfer as soon as practicable after receipt of such written instructions. The Parties agree among themselves that, such instructions will not be provided by the Company and Underwriter unless all closing conditions pursuant to the Underwriting Agreement by and between the Company and the Underwriter have been met and, including without limitation, the conditions that the Company have received confirmation from the NYSE Amex that the Shares will be listed on the NYSE Amex and that the Minimum Amount has been received by the Escrow Agent. After receipt of the aforementioned confirmation, the Parties will send written release instructions to the Escrow Agent via facsimile, in accordance with Section 10, herein. The Company understands and agrees that the Company shall not have rights to or be entitled to any Investor funds on deposit in the Fund and no such Investor funds shall become the property of the Company except following the release of the funds to the Company by the Escrow Agent pursuant to Section 4 of this Agreement. (iii) If by (x) 3:00 PM Eastern time on the Termination Date, the total amount of the Fund is less than the Minimum Amount, or (y) 5:00 PM Eastern Time on the Termination Date, the Escrow Agent has not received written instructions from the Company and the Underwriter regarding the disbursement of the Fund, then the Escrow Agent shall be directed to return the Fund to the Investors pro rata without interest and/or offset, and in accordance with the Investor release requirements referenced in Section 4.(a), (i) herein. (iv) The Escrow Agent shall distribute not be required to each subscriber pay any uncollected funds or any funds that are not available for withdrawal. (v) If the appropriate Subscriber Investment Amount and interest thereon pursuant Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to joint written instructions of take action is not a Banking Day, then such date shall be the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Banking Day immediately subsequent to that date. (b) Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 88(b).

Disposition and Termination. The Depositor and the Issuer agree to notify the Escrow Agent in writing of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place. (i) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited With respect to the account ofamounts payable under this Section 6, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amount, the Escrow Agent shall be provided with a list containing the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect entitled to each subscriber the "Subscriber Investment Amount") request and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to receive joint written instructions from the Parties regarding the amount deliverable to Representative prior to delivery to Representative of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers as the case may besuch amount, and, if requested by the Escrow Agent, this Escrow Agreement shall terminate, subject the Parties agree to cooperate in all reasonable respects to deliver such joint written instructions. Subject to the provisions of Section 8.5 and Section 8(b) hereof: (a) On the first Business Day immediately following [ ], 2013(4) (the “First Release Date”), Escrow Agent shall disburse (i) $1,000,000 of the General Escrow Funds then held by it less the aggregate amount of all pending but unresolved General Claims and Adjustment Claims (which amount shall be reserved and withheld from the applicable automatic release on account of such unresolved claims and shall be released in accordance with Section 6(d)), and (ii) the Specified Lease Reimbursement Funds then held by it less the aggregate amount of all pending but unresolved Specified Lease Claims (which amount shall be reserved and withheld from the applicable automatic release on account of such unresolved claims and shall be released in accordance with Section 6(d)), to the Sellers by wire transfer of immediately available funds to the accounts designated by Representative in accordance with the distribution allocation for such Seller set forth on Schedule C attached hereto and to Buyer on behalf and for the benefit of the Optionholders (as defined in the Stock Purchase Agreement) in accordance with the distribution allocation for such Optionholders set forth on Schedule C attached hereto; (b) On the first Business Day immediately following the General Escrow Deadline, Escrow Agent shall disburse the excess, if any, of (i) the General Escrow Funds then held by it, over (ii) the aggregate amount of all pending but unresolved General Claims and Adjustment Claims (which amount shall be reserved and withheld from the applicable automatic release on account of such unresolved claims and shall be released in accordance with Section 6(d)), to the Sellers by wire transfer of immediately available funds to the accounts designated by Representative in accordance with the distribution allocation for such Seller set forth on Schedule C attached hereto and to Buyer on behalf and for the benefit of the Optionholders in accordance with the distribution allocation for such Optionholders set forth on Schedule C attached hereto;

Disposition and Termination. (a) The Depositor and the Issuer agree to notify the Escrow Agent in writing may not make any distributions of the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place.any Funds unless: (i) If the Issuer such distribution has received subscriptions for the Minimum Subscription Amount been unanimously agreed to, in writing, by the Offering Closing DateParties, and then the Escrow Fund will be Agent shall, promptly paid to or credited to the account of, or otherwise transferred to the Issuer pursuant to upon receipt of such joint written instructions from all Parties, release the Issuer.applicable Funds (or any portion thereof) in accordance with such joint written instructions; or SAMPLE (ii) If the Issuer Escrow Agent has not received subscriptions for a copy of a final, non-appealable order of a court of competent jurisdiction directing distribution of the Minimum Subscription AmountFunds (or any portion thereof) (a “Final Order”), and in such a case the Escrow Agent shall, promptly upon receipt of such Final Order, release the applicable Funds (or any portion thereof) as directed in such Final Order. The Parties acknowledge and agree that the Escrow Agent shall be provided with a list containing entitled absolutely to rely upon any such Final Order and in the amount received from each subscriber whose funds have been deposited with event that the Escrow Agent obeys or complies with any such Final Order it shall not be liable to any of the Parties, any Seller or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such Final Order be subsequently reversed, modified, annulled, set aside or vacated. (b) In accordance with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In additionStock Purchase Agreement, the Issuer Party or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint Parties delivering written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer or the subscribers a Final Order, as the case may be, may designate the applicable distribution in writing as a distribution from the Remediation Fund. (c) Subject to Section 4(d), (i) the Escrow Agent shall promptly distribute any amounts remaining in the Remediation Fund to an account designated by the Seller Representatives only upon receipt of joint written instructions from all Parties, or receipt of a Final Order, to so distribute the Remediation Fund (the date of any such distribution, the “Remediation Fund Distribution Date”) and (ii) the Fund (other than the Remediation Fund) shall be distributed to an account designated by the Seller Representatives within [number] Business Days (hereinafter defined) following [Date] (the “General Distribution Date”), in each of clauses (i) and (ii) using the wiring instructions of the Seller Representatives in Section 11(b), and the Escrow Agent shall provide written notice to the Parties when such disbursement is made. (d) From time to time on or before [Time][a.m. / p.m.] on the Remediation Fund Distribution Date or General Distribution Date, as applicable, one or more written notices of any amounts disputed (each, a “Dispute”) in good faith, including therewith a written indication of whether the Dispute relates to the Remediation Fund and reasonably detailed description of the basis of such Dispute, shall be provided to the Escrow Agent by either Party, with a copy of each such notice simultaneously delivered to the non-delivering Party (“Dispute Notice”). Notwithstanding Section 4(c), if the Escrow Agent shall have timely received a Dispute Notice, it shall not distribute the amount of the Dispute set forth therein from the Remediation Fund or Fund, as the case may be, in accordance with Section 4(c) until the Escrow Agent is instructed to do so by joint written instructions of all Parties or a Final Order. Any amounts in a Dispute Notice shall be distributed within [number] Business Days after the later of (i) the date on which written notice of final resolution of the Dispute is given to the Escrow Agent (either pursuant to the joint written instructions of all Parties or a Final Order) and (ii) the Remediation Fund Distribution Date or General Distribution Date, as applicable. In the event both Parties provide a Dispute Notice to the Escrow Agent of disputed amounts with respect to the same matter and the Parties disagree as to the exact amounts to be withheld by the Escrow Agent, the Escrow Agent shall retain the higher of the two estimated amounts. Upon delivery of the Funds by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.8(b). SAMPLE

Disposition and Termination. (a) The Depositor and the Issuer agree to notify Escrow Agent shall deliver the Escrow Agent Fund upon, and in writing of accordance with, the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place.following: (i) If Unless the Issuer Escrow Agent shall receive a written notice from the SEC (the "SEC Notice") prior to the close of business on (90 days from the date hereof) (the "Primary Release Date"), which notice sets forth that the conditions set forth in Section 21C(c)(3)(B)(i) of the Securities Exchange Act of 1934 have been satisfied and a federal district court has received subscriptions for determined that the Minimum Subscription Amount by escrow should remain in effect beyond the Offering Closing Primary Release Date, the Escrow Fund will be promptly paid to shall, without any further notice or credited statement to the account ofEscrow Agent, or otherwise transferred be delivered to ▇▇▇▇ on the Issuer pursuant to instructions from the Issuer.Primary Release Date; and (ii) If the Issuer has not received subscriptions for Escrow Agent receives the Minimum Subscription AmountSEC Notice prior to the close of business on the Primary Release Date it shall retain the Escrow Fund until it receives joint written instructions, executed by both ▇▇▇▇ and the SEC, authorizing the release of the Escrow Fund (the "JOINT INSTRUCTION"). Upon receipt of a Joint Instruction, the Escrow Fund shall be released in accordance with the terms of the Joint Instruction. (b) Notwithstanding any of the foregoing, the Escrow Fund shall be released, at any point in time, as directed by a Joint Instruction. (c) Upon receipt of a SEC Notice, the Escrow Agent shall be provided with promptly give written notice and a list containing copy thereof to ▇▇▇▇ and the amount received from each subscriber whose funds have been deposited with Company. The Escrow Agreement shall promptly give written notice to the company of any release of the Escrow Fund. (d) If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Fund (with respect including but not limited to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") orders of each subscriber. In addition, the Issuer attachment or Depositor shall calculate the interest earned on each Subscriber Investment Amount as garnishment or other forms of the Offering Closing Date and provide such information levies or injunctions or stays relating to the transfer of Escrow Agent. The aggregate Fund), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate. (e) Upon the release from escrow of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on in accordance with this Agreement, this Agreement and the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount duties and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery obligations of the Escrow Fund to the Issuer or the subscribers as the case may be, by the Escrow Agent, this Escrow Agreement Agent hereunder shall terminate, subject to the provisions of Section 8be terminated.

Disposition and Termination. The Depositor As between the Parties, except as expressly provided herein, the rights of, in and to the Escrow Note and the Issuer agree Fund, as applicable, shall be governed by and determined pursuant to notify the Stock Purchase Agreement, dated as of August 31, 2012 by and among Reverse Mortgage Solutions, Inc., WIMC, Buyer (as WIMC’s assignee), Sellers’ Representative and the sellers listed on Schedule 1 hereto (the “Underlying Agreement”) and the Escrow Note. The Escrow Agent shall deliver the Escrow Note and distribute the Fund, as applicable, to the Sellers’ Representative in writing of accordance with the closing date of the offering (the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take place.following: (ia) If the Issuer has received subscriptions for the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to or credited Subject to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If the Issuer has not received subscriptions for the Minimum Subscription Amountremainder of this Section 4, the Escrow Agent shall be automatically release to the Sellers’ Representative on the General Survival Date the Escrow Note, to the extent still outstanding, and the Fund, as applicable, at the close of business on such date; provided with that if at any time there is outstanding a list containing the amount received from each subscriber whose funds have been deposited with Reserve (as defined below) hereunder, the Escrow Agent will (with respect i) continue to each subscriber hold the "Subscriber Investment Amount") and Escrow Note (the name, address and Taxpayer Identification Number ("TIN") principal amount of each subscriber. In addition, which shall be adjusted by the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as terms of the Offering Closing Date and provide such information Escrow Note to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Reserve at such time) or (ii) to the extent the then remaining outstanding principal amount of the Escrow Note is less than the amount of the Reserve, continue to hold sufficient amounts in the Fund on to satisfy such remaining portion of the Offering Closing DateReserve at such time. The later of the General Survival Date and the date on which there is no Reserve is hereinafter referred to as the “Release Date”. (b) Prior to the Release Date, (i) subject to the terms of subsection (a) above and subsections (c), (d) and (e) below, all or any portion of the Fund shall be released to Buyer upon receipt by the Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon of a written instruction from Buyer (a “Buyer Claim Notice”), stating that Buyer is seeking indemnification pursuant to joint written instructions the terms of Article 10 of the Issuer and Depositor within 45 days of receipt Underlying Agreement (the “Indemnification Provisions”), that Buyer has delivered a written notice to the Sellers’ Representative pursuant to Section 10.1(c) of the information described Underlying Agreement, and that pursuant to any Indemnification Provision Buyer is then entitled to receive a specified amount of the Fund (i) in this Section 4(iiconnection with Losses of a WIMC Indemnified Party incurred in connection with such claim (a “Payment Amount”) and/or (ii) in connection with a pending and unresolved claim, setting forth Buyer’s good faith estimate of the amount of WIMC Indemnified Party’s asserted Loss in connection with such claim (an “Estimated Amount” and, together with the Payment Amount, the “Claimed Amounts”), or (ii) if the Escrow Note is outstanding, by the terms of the Escrow Note the principal amount thereof shall be reduced by the sum of such Claimed Amounts. Upon At any time prior to the delivery of the Escrow Note and the entire Fund by the Escrow Agent, Buyer may deliver a Buyer Claim Notice to the Issuer Escrow Agent setting forth a Payment Amount in respect of Losses identified as Estimated Amounts in a Buyer Claim Notice previously delivered hereunder, upon receipt of which, such Estimated Amounts shall be reduced by the amount of such Payment Amount for purposes of the calculation of the Reserve. (c) Upon receipt of a Buyer Claim Notice, the Escrow Agent shall not make any payment or disbursement thereof pursuant to Section 4(a) above and shall (i) provide to the subscribers Sellers’ Representative notice of receipt of such Buyer Claim Notice along with a copy thereof (a “Receipt Notice”) and (ii) hold in reserve (and not release pursuant to Section 4(a)) the Escrow Note or, as applicable, the portion of the Fund equal to the sum of all Claimed Amounts set forth on the Buyer Claim Notice (all such reserved Claimed Amounts (including Disputed Amounts (as defined in subsection (d) below)) outstanding at any time, collectively, the “Reserve”). Unless the Escrow Agent receives within thirty (30) days following the date of its delivery of a Receipt Notice (the “Claim Notice Period”) a written notice signed by the Sellers’ Representative objecting to such Buyer Claim Notice and setting forth in reasonable detail why, in good faith, the Sellers’ Representative is objecting to the Buyer Claim Notice (the “Claim Objection Notice”), the principal amount of the Escrow Note shall be reduced by an amount equal to the Payment Amount by the terms of the Escrow Note or, if applicable, the Escrow Agent shall disburse from the Fund an amount equal to the Payment Amount in accordance with the Buyer Claim Notice and otherwise in accordance with the terms hereof. (d) If the Escrow Agent receives a Claim Objection Notice within the applicable Claim Notice Period: (i) Buyer and the Sellers’ Representative shall use commercially reasonable efforts to promptly resolve the dispute in accordance with the terms of the Underlying Agreement and the Escrow Note; and (ii) the Escrow Agent shall not release any portion of the Fund (including pursuant to Section 4(a) hereof) in respect of Estimated Amounts and Payment Amounts disputed in a Claims Objection Notice (“Disputed Amounts”) until (a) Buyer and the Sellers’ Representative have agreed in writing upon the terms of the reduction of the principal amount of the Escrow Note in accordance with the terms of the Escrow Note or, as applicable, the release from the Fund, in respect of such Estimated Amounts and Disputed Amounts and have delivered a written instruction jointly executed by Buyer and the Sellers’ Representative (a “Release Notice”) to the Escrow Agent authorizing such reduction of the principal amount of the Escrow Note and/or, as applicable, release from the Fund of all or a portion of the Disputed Amounts and the elimination of all or a portion of the Estimated Amounts from the Reserve (and any portion of the Estimated Amounts not so eliminated shall continue to be held in the Reserve and no reduction or payment, as applicable, shall be made in respect thereof (including pursuant to Section 4(a) hereof); or (b) if the Parties are unable to resolve the dispute in accordance with the terms of the Underlying Agreement and the Escrow Note or otherwise deliver a Release Notice in respect thereof, the Escrow Agent shall continue to hold in the Reserve the Escrow Note and not release any amount from the Fund (including pursuant to Section 4(a) hereof) in respect of all Estimated Amounts and all Disputed Amounts, in each case as set forth on the applicable Buyer Claim Notice until such dispute is resolved by arbitration or otherwise in accordance with the terms of the Underlying Agreement, and the Parties shall have such remedies as may bebe available to them at law or in equity, subject to the terms of the Underlying Agreement and the Escrow Note. (e) Notwithstanding any of the foregoing provisions of this Section 4, (i) upon the Escrow Agent’s receipt of a Release Notice directing the Escrow Agent to (x) release the Escrow Note or disburse all or part of the Fund, as applicable, or (y) release all or any part of the Reserve, the Escrow Agent will make such disbursements or effect such releases, as applicable, or reduce the amount of the Reserve, in each case strictly in accordance with such Release Notice, and (ii) upon the Escrow Agent’s receipt of a copy of the arbitration award or otherwise in accordance with the terms of the Underlying Agreement, make such disbursement from the Fund, or make such reduction to the Reserve, as applicable, in accordance with such arbitration award. Upon any reduction in the principal amount of the Escrow Note in accordance with the terms thereof or any disbursement from the Escrow Account in respect of amounts reflected in the Reserve, the amount of the Reserve shall be reduced by the amount of such reduction or disbursement. (f) Upon release of the Escrow Note and the entire Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 88(b). (g) Any interest that becomes due and payable under the Escrow Note will be paid to the Sellers’ Representative, and will not be held by the Escrow Agent, whether or not there are Buyer Claim Notices, Claimed Amounts, Estimated Amounts or Disputed Amounts outstanding. Notwithstanding any other provision in this Agreement to the contrary, if the Escrow Agent receives any such interest payment on the Escrow Note, it shall automatically release and immediately disburse the same to Sellers’ Representative.

Disposition and Termination. (a) The Depositor Escrow Shares shall serve as security for and a source of payment with respect to the Issuer agree Company Indemnified Parties’ (as defined in the Merger Agreement) obligations under Article X of the Merger Agreement. The foregoing obligations shall hereinafter be referred to, individually as an “Indemnity Escrow Claim” and collectively as “Indemnity Escrow Claims”. For the avoidance of doubt, Indemnity Escrow Claims shall be asserted and resolved solely as set forth in Article X of the Merger Agreement, in each case subject to the time periods and other restrictions set forth in such Article X. The Purchaser shall notify the Stockholder Representative and Escrow Agent in writing of the closing date any sums which Purchaser claims are subject to an Indemnity Escrow Claim (an “Indemnity Escrow Notice”) and its calculation of the offering (number of Escrow Shares needed to cover such sums, calculated in accordance with the "Offering Closing Date") Merger Agreement. The Escrow Agent shall have no duty to determine whether any Indemnity Escrow Notice accurately describes an Indemnity Escrow Claim or conforms to or is permitted under by or by virtue of the Merger Agreement, but shall be entitled to assume conclusively and whether without inquiry that any such Indemnity Escrow Notice satisfies the requirements of the Merger Agreement and this Agreement. The Escrow Agent shall not distribute all or not a portion of the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification the following procedure will take placeEscrow Shares except in accordance with Section 3(b). (b) Within five (5) Business Days after receipt of either (i) If a joint written instruction in the Issuer has received subscriptions for form attached hereto as Exhibit A signed by both the Minimum Subscription Amount by Purchaser and the Offering Closing Date, the Escrow Fund will be promptly paid to Stockholder Representative (a “Joint Written Instruction”) or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If a Final Order (as defined below), in each case specifying the Issuer has not received subscriptions amount, if known, asserted by the Purchaser for the Minimum Subscription Amountsuch Indemnity Escrow Claim, the Escrow Agent shall be provided with a list containing disburse the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as of the Offering Closing Date and provide such information to the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount portion of the Escrow Fund on Funds as provided in the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer Joint Written Instruction or the subscribers Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the Escrow Agent in order to distribute the Escrow Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by the Escrow Agent. For the avoidance of doubt, the Escrow Agent shall make distributions of the Escrow Shares only in accordance with a Joint Written Instruction. (c) Within five (5) Business Days after the date that is twelve (12) months from the closing of the transactions contemplated by the Merger Agreement (the “Release Date”), the Purchaser and the Stockholder Representative shall deliver a Joint Written Instruction to the Escrow Agent, instructing the Escrow Agent to disburse to the Stockholder Representative (on behalf of the stockholders of the Company) the number of Escrow Shares, if greater than zero, equal to (i) the number of Escrow Shares less (ii) any Escrow Shares that are subject to an Indemnity Escrow Claim with respect to which the Escrow Agent shall have received an Indemnity Escrow Notice prior to the Release Date, but which remains unresolved or unsatisfied as of such date (the “Disputed Amount”). With respect to any Disputed Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement until the resolution of such underlying Indemnity Escrow Claims. Such Disputed Amounts, once resolved, shall be disbursed by the Escrow Agent pursuant to Section 3(b) of this Agreement. (d) Upon the delivery of all of the Escrow Shares by the Escrow Agent in accordance with the terms of this Agreement and instructions, this Escrow Agreement shall terminate, subject to the provisions of Section 86. (e) For the purposes of this Agreement, “Final Order” means a final and nonappealable order of a court of competent jurisdiction (an “Order”), which Order is delivered to the Escrow Agent accompanied by a written instruction from the Purchaser or the Stockholder Representative (as applicable) given to effectuate such Order and confirming that such Order is final, nonappealable and issued by a court of competent jurisdiction, and the Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confirmation and instruction refers.

Disposition and Termination. (a) The Depositor Contingent Consideration Shares shall serve as a source of payment for certain Contingent Consideration Eligible Equityholders in the event that the Surviving Corporation reaches certain Triggering Events after the Closing in accordance with the terms of the Business Combination Agreement. Claims for the release of Contingent Consideration Shares by the Securityholder Representative on behalf of the Contingent Consideration Eligible Equityholders shall be referred to as “Contingent Consideration Escrow Claims”. Parent shall notify the Securityholder Representative and the Issuer agree to notify the Escrow Agent in writing of the closing date occurrence of any Triggering Event under the offering Business Combination Agreement and any Contingent Consideration Escrow Claim resulting therefrom (“Contingent Consideration Escrow Notice”). Promptly after the "Offering Closing Date") and whether or not the Issuer received subscriptions for the Minimum Subscription Amount. Upon receipt of such written notification Contingent Consideration Escrow Notice (but in any event no later than two (2) Business Days thereafter), Parent and the Securityholder Representative shall execute and deliver to the Escrow Agent a Joint Written Instruction (as defined below) with respect to the release of the number of Contingent Consideration Shares specified in such applicable Contingent Consideration Escrow Notice pursuant to the following procedure will take placesentence. In its Contingent Consideration Escrow Notice, Parent shall provide a calculation of the number of Contingent Consideration Shares due to the Contingent Consideration Eligible Equityholders in accordance with the Business Combination Agreement and the Closing Consideration Spreadsheet. The Escrow Agent shall have no duty to determine whether any Contingent Consideration Escrow Notice accurately describes an Contingent Consideration Escrow Claim or conforms to or is permitted under by or by virtue of the Business Combination Agreement but shall be entitled to assume conclusively and without inquiry that any such Contingent Consideration Escrow Notice satisfies the requirements of the Business Combination Agreement and this Agreement. The Escrow Agent shall not distribute all or any portion of the Contingent Consideration Shares except in accordance with Section 3(b). (b) Within five (5) Business Days after receipt of either (i) If a joint written instruction in the Issuer has received subscriptions for form attached hereto as Exhibit A signed by each of Parent and the Minimum Subscription Amount by the Offering Closing Date, the Escrow Fund will be promptly paid to Securityholder Representative (a “Joint Written Instruction”) or credited to the account of, or otherwise transferred to the Issuer pursuant to instructions from the Issuer. (ii) If a Final Order (as defined below), a copy of which shall be simultaneously provided to the Issuer has not received subscriptions other parties hereto, in each case specifying the amount of Contingent Consideration Shares asserted by Parent for the Minimum Subscription Amountsuch Contingent Consideration Escrow Claim, the Escrow Agent shall be provided with a list containing disburse the amount received from each subscriber whose funds have been deposited with the Escrow Agent (with respect to each subscriber the "Subscriber Investment Amount") and the name, address and Taxpayer Identification Number ("TIN") of each subscriber. In addition, the Issuer or Depositor shall calculate the interest earned on each Subscriber Investment Amount as portion of the Offering Closing Date and provide Contingent Consideration Shares to such information to parties as provided in the Escrow Agent. The aggregate of all Subscriber Investment Amounts and interest thereon shall be equal to the amount of the Escrow Fund on the Offering Closing Date. The Escrow Agent shall distribute to each subscriber the appropriate Subscriber Investment Amount and interest thereon pursuant to joint written instructions of the Issuer and Depositor within 45 days of receipt of the information described in this Section 4(ii). Upon delivery of the Escrow Fund to the Issuer Joint Written Instruction or the subscribers Final Order, as the case may be. Any Joint Written Instruction shall contain all requisite information needed by the Escrow Agent in order to distribute the Contingent Consideration Shares in accordance with this Agreement, including names, addresses, number of shares, and any other information requested by the Escrow Agent. For the avoidance of doubt, the Escrow Agent shall make distributions of the Contingent Consideration Shares only in accordance with a Joint Written Instruction or a Final Order. (c) If a Contingent Consideration Escrow Claim with respect to Triggering Event I has not been made before the date that is the fifth anniversary of the Closing Date (the “First Release Date”), then within ten (10) Business Days after the First Release Date, Parent and the Securityholder Representative shall deliver a Joint Written Instruction to the Escrow Agent, instructing the Escrow Agent to return/disburse to Parent 20,000,000 Contingent Consideration Shares less any Contingent Consideration Shares that are subject to an Contingent Consideration Escrow Claim with respect to which the Escrow Agent shall have received a Contingent Consideration Escrow Notice prior to the applicable Release Date, but which remains unresolved or unsatisfied as of such date (a “Remaining Amount”). If a Contingent Consideration Escrow Claim with respect to Triggering Event II has not been made before the date that is the seventh anniversary of the Closing Date (the “Second Release Date”), then within ten (10) Business Days after the Second Release Date, Parent and the Securityholder Representative shall deliver a Joint Written Instruction to the Escrow Agent, instructing the Escrow Agent to return/disburse to Parent 20,000,000 Contingent Consideration Shares less any Remaining Amount. If a Contingent Consideration Escrow Claim with respect to Triggering Event III has not been made before the date that is the tenth anniversary of the Closing Date (the “Final Release Date” and, together with the First Release Date and the Second Release Date, each a “Release Date”), then within ten (10) Business Days after the Final Release Date, Parent and the Securityholder Representative shall deliver a Joint Written Instruction to the Escrow Agent, instructing the Escrow Agent to return/disburse to Parent 20,000,000 Contingent Consideration Shares less any Remaining Amount. (d) With respect to any Remaining Amounts, the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement until the resolution of such underlying Contingent Consideration Escrow Claims. Such Remaining Amounts, once resolved, shall be disbursed by the Escrow Agent pursuant to Section 3(b) of this Agreement or returned/disbursed to the Parent pursuant to this Section 3(c), as the case may be. (e) Upon the delivery of all of the Contingent Consideration Shares by the Escrow Agent in accordance with the terms of this Agreement and instructions, this Escrow Agreement shall terminate, subject to the provisions of Section 86. (f) For the purposes of this Agreement, “Final Order” means a final and nonappealable judgment, award or order of a court of competent jurisdiction (an “Order”), which Order is delivered to the Escrow Agent accompanied by a written instruction from Parent or the Securityholder Representative (as applicable) given to effectuate such Order and confirming that such Order is final, nonappealable and issued by a court of competent jurisdiction, and the Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confirmation and instruction refers.