Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below:

Section 1.01. "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or required by law, regulation, or executive order to be closed.

Section 1.02. "Claim Notice" means a written notice from Purchaser to Seller and Escrow Agent specifying an indemnification claim under the Purchase Agreement, which notice shall include the information required by Section 4.03(a) of this Agreement, including the nature and factual basis of the claim, the applicable representation, warranty, covenant, or agreement allegedly breached, the estimated amount of Losses co

Section 1.03. "Claimed Amount" means the estimated amount of Losses set forth in a Claim Notice.

Section 1.04. "Closing Date" means June 30, 2024, being the date on which the closing of the transactions contemplated by the Purchase Agreement occurs.

Section 1.05. "Disputed Amount" means any portion of a Claimed Amount that is disputed by Seller pursuant to Section 4.03(c) of this Agreement.

Section 1.06. "Earnout" means the contingent consideration payable under the Earnout Agreement of even date herewith entered into between Purchaser and Seller, which contingent consideration is separate from and not secured by the Escrow Fund. For the avoidance of doubt, no portion of the Escrow Fund shall be available to satisfy any obligation arising under or in connection with the Earnout.

Section 1.07. "Escrow Amount" or "Escrow Fund" means the initial deposit of Sixty-Two Million Dollars ($62,000,000) made by or on behalf of Purchaser with the Escrow Agent on the Closing Date, together with all Escrow Earnings accrued thereon and added thereto, as such amount may be reduced from time to time by distributions made in accordance with the terms of this Agreement.

Section 1.08. "Escrow Earnings" means all interest, dividends, capital gains, and other income earned on the investment of the Escrow Fund in accordance with Article III of this Agreement.

Section 1.09. "Escrow Period" means the period commencing on the Closing Date and ending on the date on which the entire Escrow Fund (including any Reserved Amount) has been distributed in accordance with the terms of this Agreement, at which point this Agreement shall terminate in accordance with Section 4.06.

Section 1.10. "Final Determination" means the resolution of a claim that is the subject of a Claim Notice by any of the following: (i) mutual written agreement of Purchaser and Seller delivered to Escrow Agent; (ii) a final, non-appealable order or judgment of a court of competent jurisdiction; or (iii) a final arbitration award issued pursuant to a binding arbitration proceeding conducted in accordance with the rule

Section 1.11. "Indemnification Cap" means One Hundred Twenty-Four Million Dollars ($124,000,000), representing twenty percent (20%) of the base purchase price of $620,000,000, as set forth in Section 9.04(a) of the Purchase Agreement, which amount constitutes the maximum aggregate liability of Seller for indemnification claims arising under the Purchase Agreement (other than claims arising from fraud or willful breac

Section 1.12. "Losses" shall have the meaning ascribed to such term in Section 9.01 of the Purchase Agreement.

Section 1.13. "Pending Claims" means any Claim Notices that have been delivered to the Escrow Agent but that are not yet subject to a Final Determination as of the applicable Release Date or other date of determination.

Section 1.14. "Purchase Agreement" means the Asset Purchase Agreement dated as of April 2, 2024, by and between Purchaser and Seller, together with all exhibits, schedules, annexes, and amendments thereto.

Section 1.15. "Release Date" means each of the Tranche 1 Release Date and the Tranche 2 Release Date, as applicable.

Section 1.16. "Reserved Amount" means, with respect to any Release Date or other date of determination, the aggregate dollar amount of all Claimed Amounts set forth in all Pending Claims as of such date, net of any portions of such Pending Claims that have been resolved by Final Determination prior to such date.

Section 1.17. "Tranche 1 Release Date" means June 30, 2025, the twelve (12)-month anniversary of the Closing Date, or, if such date is not a Business Day, the next succeeding Business Day.

Section 1.18. "Tranche 2 Release Date" means December 30, 2025, the eighteen (18)-month anniversary of the Closing Date, which date coincides with the expiration of the survival period for general representations and warranties under Section 9.02(a) of the Purchase Agreement, or, if such date is not a Business Day, the next succeeding Business Day.

Section 1.19. General Interpretive Provisions. For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) references to Sections, Articles, Exhibits, and Schedules mean the Sections,

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.01. Deposit of Escrow Amount. On the Closing Date, Purchaser shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the sum of Sixty-Two Million Dollars ($62,000,000) with Escrow Agent, to be held and distributed in accordance with the terms and conditions of this Agreement. Pursuant to the Funds Flow Memorandum dated as of the Closing Date, the Es

Section 2.02. Escrow Fund. The Escrow Fund shall consist of the initial deposit of $62,000,000 together with all Escrow Earnings earned thereon and reinvested in accordance with Article III hereof, as reduced from time to time by distributions made in accordance with the terms of this Agreement. The Escrow Fund shall be held by Escrow Agent as a trust fund, in a segregated account, separate and apart from the general

Section 2.03. Tax Treatment. (a) Tax Ownership. For all federal, state, and local income tax purposes, the Parties agree that the Escrow Amount shall be treated as having been received by Seller on the Closing Date, and Seller shall report such amount as part of the consideration received in connection with the transactions contemplated by the Purchase Agreement. All Escrow Earnings shall be reported as income of Sel

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.01. Permitted Investments. Escrow Agent shall invest and reinvest the Escrow Fund, including all Escrow Earnings, as directed by joint written instruction of Purchaser and Seller, provided that all such investments shall be limited to one or more of the following categories of investments (collectively, "Permitted Investments"): (a) Direct obligations of the United States of America, or obligations the prin

Section 3.02. Default Investment. In the absence of joint written investment instructions from Purchaser and Seller, or if joint written investment instructions are not received by Escrow Agent within three (3) Business Days following the Closing Date (with respect to the initial investment of the Escrow Amount) or within three (3) Business Days following the maturity or liquidation of any Permitted Investment (with

Section 3.03. Investment Risk. Purchaser and Seller each acknowledge and agree that Escrow Agent shall not be liable or responsible for any loss of principal, diminution in value, or loss of income resulting from the investment or reinvestment of the Escrow Fund in Permitted Investments in accordance with this Article III, including any losses arising from market fluctuations, changes in interest rates, credit events

Section 3.04. Liquidation of Investments. Escrow Agent is hereby authorized to liquidate, in whole or in part, any Permitted Investments held in the Escrow Fund as necessary to make any distribution required under Article IV hereof. Escrow Agent shall use commercially reasonable efforts to liquidate Permitted Investments in a manner designed to minimize any loss of principal; provided, however, that Escrow Agent shal

ARTICLE IV — DISTRIBUTION AND RELEASE OF ESCROW FUND

Section 4.01. Tranche 1 Release. (a) On the Tranche 1 Release Date, the Escrow Agent shall release and distribute to Seller an amount (the "Tranche 1 Release Amount") equal to (i) Thirty-One Million Dollars ($31,000,000), representing fifty percent (50%) of the initial Escrow Amount, minus (ii) the Reserved Amount as of the Tranche 1 Release Date (i.e., the aggregate dollar amount of all Pending Claims outstanding as

Section 4.02. Tranche 2 Release (Final Release). (a) On the Tranche 2 Release Date, the Escrow Agent shall release and distribute to Seller the entire remaining balance of the Escrow Fund (after giving effect to all prior distributions and any Escrow Earnings accrued through such date), minus the Reserved Amount as of the Tranche 2 Release Date. The amount distributed to Seller pursuant to this Section 4.02(a) is ref

Section 4.03. Claims Against Escrow Fund. (a) Claim Notice. If Purchaser seeks indemnification under the Purchase Agreement for Losses and desires to recover such Losses from the Escrow Fund, Purchaser shall deliver a Claim Notice to Seller and Escrow Agent. Each Claim Notice shall set forth, in reasonable detail: (i) the nature and factual basis of the indemnification claim; (ii) the applicable representation, warra

Section 4.04. Limitation on Claims; Coordination with Purchase Agreement. (a) De Minimis Threshold. Consistent with Section 9.04(b) of the Purchase Agreement, individual indemnification claims in which the aggregate amount of Losses arising from a single event, occurrence, or set of related facts or circumstances is less than One Hundred Thousand Dollars ($100,000) (the "De Minimis Threshold") shall not be presented

Section 4.05. Manner of Distribution. (a) All distributions from the Escrow Fund to Seller shall be made by wire transfer of immediately available funds in United States dollars to the account designated by Seller on Exhibit B attached hereto, or to such other account as Seller may designate in writing to Escrow Agent and Purchaser from time to time (with any such change becoming effective upon five (5) Business Days

Section 4.06. Termination of Escrow. This Agreement shall terminate upon the distribution of the entire Escrow Fund (including all Escrow Earnings) in accordance with the terms hereof, and the Escrow Agent shall thereupon be discharged from all further obligations and liabilities hereunder. Notwithstanding the foregoing, the provisions of Article V (Escrow Agent), Article VI (Representations and Warranties), Article

Section 5.01. Duties and Responsibilities. (a) Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, and no implied duties, obligations, or covenants shall be read into this Agreement against Escrow Agent. Escrow Agent shall not be bound by any agreement between Purchaser and Seller (including the Purchase Agreement) except to the extent that the obligations of Escrow Agent

Section 5.02. Indemnification of Escrow Agent. Purchaser and Seller shall jointly and severally indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys' fees and expenses, court costs, and

Section 5.03. Compensation. Escrow Agent shall be entitled to reasonable compensation for its services hereunder as set forth on Schedule I attached hereto and made a part hereof, together with reimbursement of all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including reasonable fees and disbursements of legal counsel retained b

Section 5.04. Resignation and Removal. (a) Resignation. Escrow Agent may resign at any time upon thirty (30) days' prior written notice to Purchaser and Seller. Such resignation shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or upon such earlier date as may be agreed by the Parties. (b) Removal. Purchaser and Seller may jointly remove Escrow A

Section 5.05. Interpleader. In the event of any dispute between Purchaser and Seller regarding the Escrow Fund, the distribution thereof, or the interpretation of any provision of this Agreement, Escrow Agent shall have the right (but not the obligation) at any time to interplead the Escrow Fund (or any disputed portion thereof) into a court of competent jurisdiction in the State of Delaware. Upon commencement of suc

Section 5.06. No Liability for Investment Losses. Without limiting the generality of Section 3.03, Escrow Agent shall have no liability or responsibility for any diminution in the value of the Escrow Fund or any loss of principal or income resulting from the investment of the Escrow Fund in Permitted Investments in accordance with Article III hereof, whether such loss results from market fluctuations, changes in inte

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.01. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller and Escrow Agent as follows: (a) Organization and Good Standing. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File No. 7129384). Purchaser was formed on January 22, 2024, and is wholly owned by Arde

Section 6.02. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser and Escrow Agent as follows: (a) Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File No. 5487231). Seller is duly qualified to do business and is in good standing in each of

Section 6.03. Representations and Warranties of Escrow Agent. Escrow Agent hereby represents and warrants to Purchaser and Seller as follows: (a) Organization and Good Standing. Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Authority. Escrow Agent has full corporate power and authority to act as escrow agent hereunder and to enter int

ARTICLE VII — INDEMNIFICATION BY PURCHASER AND SELLER; COORDINATION WITH PURCHASE AGREEMENT

Section 7.01. Cross-Reference to Purchase Agreement Indemnification. The indemnification obligations of Seller that are secured by the Escrow Fund are as set forth in Article IX of the Purchase Agreement. The terms and conditions of such indemnification obligations, including the survival periods, the procedures for the assertion and defense of claims (including third-party claims), and the definitions of "Losses" an

Section 7.02. Escrow Fund as Collateral; No Limitation. The Escrow Fund serves as collateral for and a source of payment of Seller's indemnification obligations under the Purchase Agreement. However, the Escrow Fund does not constitute the sole source of recovery for Purchaser's indemnification claims. Purchaser retains the right to seek indemnification directly from Seller for Losses exceeding the balance of the Esc

Section 7.03. Coordination with R&W Insurance Policy. The Parties acknowledge that Purchaser has procured a representations and warranties insurance policy issued by Sentinel Specialty Insurance Company (Policy No. SSI-RWI-2024-05178) (the "R&W Insurance Policy"), providing coverage with a limit of Sixty-Two Million Dollars ($62,000,000) and a retention of Six Million Two Hundred Thousand Dollars ($6,200,000), which

Section 7.04. Exclusive Remedy. In accordance with Section 9.06 of the Purchase Agreement, indemnification pursuant to Article IX of the Purchase Agreement (including recovery from the Escrow Fund in accordance with this Agreement) shall constitute the sole and exclusive post-closing remedy of the Parties and their respective affiliates for any breach or alleged breach of any representation, warranty, covenant, or ag

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.01. Notices. All notices, requests, demands, claims, waivers, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given: (a) if personally delivered, upon receipt; (b) if sent by nationally recognized overnight courier service (with tracking capability), on the next Business Day following deposit with such courier service;

Section 8.02. Governing Law. This Agreement, and all claims, controversies, and disputes arising out of or relating to this Agreement (including any question regarding its existence, validity, interpretation, performance, or termination), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether o

Section 8.03. Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any s

Section 8.04. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY HERETO

Section 8.05. Amendments and Waivers. This Agreement may be amended, modified, supplemented, or waived only by a written instrument duly executed by Purchaser, Seller, and Escrow Agent. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party or Parties to be bound thereby. No failure or delay by any Party in exercising any right, power, or privilege

Section 8.06. Entire Agreement. This Agreement, together with the Purchase Agreement, the Earnout Agreement, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether oral or written, relating to s

Section 8.07. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties hereto; p