Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Buyer" means Ardent Capital Partners III LP, a Delaware limited partnership, with its principal office located at 590 Madison Avenue, 38th Floor, New York, New York 10022. "Claim Notice" means a written notice delivered by Buyer to Escrow Agent and the Stockholder Representative asserting an indemnifica

Section 1.2 Terms Defined in the Merger Agreement. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement. In the event that a term is defined both in this Agreement and in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 1.3 Rules of Construction. The following rules of construction shall apply to this Agreement: (a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. (b) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. (c) The words "

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 Deposit of Escrow Amount. On the Closing Date, simultaneously with the consummation of the Merger, Buyer shall cause the Escrow Amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) to be deposited with Escrow Agent by wire transfer of immediately available funds to the Escrow Account. The Escrow Amount shall be withheld from the aggregate Merger Consideration otherwise payable to the former

Section 2.2 Segregation of Escrow Fund. Escrow Agent shall hold the Escrow Fund in a separate, segregated trust account at a federally insured depository institution, identified by the reference number CTC-ESC-2022-1173. Escrow Agent shall not commingle the Escrow Fund with any other funds held by Escrow Agent in any capacity, whether for its own account or for the account of any other person or entity. The Escrow Ac

Section 2.3 Purpose of Escrow Fund. The Escrow Fund shall serve as the sole and exclusive source of recovery for Buyer with respect to indemnification claims arising under Article IX of the Merger Agreement, subject to the terms and limitations thereof and of this Agreement. The Parties acknowledge and agree that, except in the case of claims based upon fraud (as defined in the Merger Agreement) or claims for equitab

Section 2.4 Escrow Period. The Escrow Period shall commence on the Closing Date and shall expire at 5:00 p.m. Eastern Time on the date that is eighteen (18) months after the Closing Date (such date, the "Termination Date"), subject to extension for pending and unresolved Claim Notices as provided in Section 5.2 hereof. During the Escrow Period, the Escrow Fund shall be held, invested, and disbursed solely in accordan

ARTICLE III — CLAIMS PROCEDURES

Section 3.1 Claim Notice. If at any time during the Escrow Period, Buyer believes in good faith that it is entitled to indemnification from the Escrow Fund pursuant to Article IX of the Merger Agreement, Buyer shall deliver a Claim Notice to Escrow Agent and to the Stockholder Representative. Buyer may deliver one or more Claim Notices at any time during the Escrow Period, and the delivery of a Claim Notice during th

Section 3.2 Objection Period. The Stockholder Representative shall have thirty (30) business days following actual receipt of a Claim Notice (the "Objection Period") to deliver an Objection Notice to Escrow Agent and Buyer. Each Objection Notice shall contain the following: (a) a reasonably detailed statement of the basis for the Stockholder Representative's objection to the Claim Notice, including the specific factu

Section 3.3 No Objection — Disbursement. If the Stockholder Representative fails to deliver an Objection Notice within the Objection Period, the full claim amount set forth in the Claim Notice shall be deemed accepted and agreed to by the Stockholder Representative, and Escrow Agent shall, within five (5) business days after the expiration of the Objection Period, disburse the claimed amount from the Escrow Fund to B

Section 3.4 Objection — Undisputed Amount. If the Stockholder Representative timely delivers an Objection Notice and such Objection Notice identifies an Undisputed Amount greater than zero dollars ($0.00), Escrow Agent shall disburse the Undisputed Amount to Buyer by wire transfer of immediately available funds within five (5) business days following Escrow Agent's receipt of the Objection Notice, to the account desi

Section 3.5 Resolution of Disputed Amounts. With respect to any Disputed Amount identified in a timely delivered Objection Notice, the following procedures shall apply: (a) Negotiation Period. Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following Buyer's receipt of the Objection Notice (the "Negotiation Period") to resolve the dispute with respect t

Section 3.6 Escrow Agent's Reliance on Notices. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any Claim Notice, Objection Notice, Joint Written Direction, court order, or other document or instrument that Escrow Agent in good faith believes to be genuine, to have been duly signed or presented by the proper party or parties, and to conform to the re

ARTICLE IV — INVESTMENT OF ESCROW FUND

Section 4.1 General. Escrow Agent shall invest and reinvest the Escrow Fund in Permitted Investments as directed by a Joint Written Direction delivered to Escrow Agent by Buyer and the Stockholder Representative. The Parties acknowledge and agree that Escrow Agent shall have no discretion with respect to the selection of Permitted Investments and shall invest the Escrow Fund solely as directed by such Joint Written D

Section 4.2 Permitted Investments. For purposes of this Agreement, "Permitted Investments" means any of the following: (a) direct obligations of the United States of America (including United States Treasury bills, notes, and bonds), or obligations the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America, in each case maturing within ninety (90

Section 4.3 Earnings. All interest, dividends, earnings, and other income earned on the Escrow Fund shall become part of the Escrow Fund and shall be held, invested, and disbursed in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, any such earnings shall be subject to the same restrictions and disbursement procedures as the principal amount of the Escrow Fund.

Section 4.4 Tax Matters. (a) Tax Ownership. For United States federal and applicable state and local income tax purposes, the Parties agree that the Escrow Fund shall be treated as owned by the former stockholders of the Company (represented by the Stockholder Representative), and all interest, dividends, earnings, and other income earned on the Escrow Fund shall be reported as income of the former stockholders of th

Section 4.5 Investment Losses. Escrow Agent shall not be liable for any loss of principal or income resulting from any Permitted Investment made in accordance with the terms of this Agreement or any Joint Written Direction, including without limitation any loss resulting from market fluctuations, the default of any issuer or counterparty, or any decline in the value of any Permitted Investment. The Parties acknowledg

ARTICLE V — DISBURSEMENT MECHANICS

Section 5.1 Disbursement to Buyer. Escrow Agent shall disburse funds from the Escrow Fund to Buyer only under the following circumstances: (a) pursuant to a Joint Written Direction executed by both Buyer and the Stockholder Representative directing payment to Buyer of the amount specified therein; (b) following the expiration of the Objection Period without timely delivery of an Objection Notice by the Stockholder Re

Section 5.2 Release of Escrow Fund at Termination. (a) Release of Remaining Balance. On the Termination Date (that is, the date that is eighteen (18) months after the Closing Date), Escrow Agent shall release to the Stockholder Representative (for the account of and for distribution to the former stockholders of the Company on a pro rata basis in accordance with their respective share ownership as described in Sectio

Section 5.3 Wire Transfer Instructions. (a) All disbursements by Escrow Agent under this Agreement shall be made by wire transfer of immediately available funds in United States dollars to the accounts designated in writing by the receiving Party or Parties, as applicable. (b) Buyer shall provide Escrow Agent with its wire transfer instructions in writing, on Buyer's letterhead and signed by an authorized representat

Section 5.4 Manner of Disbursement to Former Stockholders. Any amounts released from the Escrow Fund to the Stockholder Representative under this Agreement shall be distributed by the Stockholder Representative to the former stockholders of the Company on a pro rata basis, in proportion to the number of shares of Company common stock, par value $0.001 per share, held by each such former stockholder immediately prior

ARTICLE VI — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

Section 6.1 Duties. Escrow Agent's duties and obligations under this Agreement shall be limited to those expressly set forth herein. Escrow Agent shall act as a stakeholder only and shall have no duties or responsibilities other than those expressly set forth in this Agreement. Escrow Agent is not a party to, and shall have no duties or obligations under, the Merger Agreement or any other agreement between Buyer, the

Section 6.2 Standard of Care. Escrow Agent shall perform its duties hereunder with the degree of care, skill, and diligence that a reasonably prudent trust company would exercise under the circumstances in the performance of comparable duties. Subject to the limitations on liability set forth in Article VIII, Escrow Agent shall be responsible for the proper safekeeping, investment, and disbursement of the Escrow Fund

Section 6.3 Reliance. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, instruction, request, consent, statement, certificate, or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties or by a duly authorized representative thereof. Escrow Agent shall not b

Section 6.4 No Investigation. Escrow Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, the performance or failure of performance of any Party under the Merger Agreement or any other agreement, instrument, or document, or whether any Party has complied with or defaulted under any agreement, instrument, or document. Escrow Agent shall have no obligation to mo

Section 6.5 Conflicting Instructions. If at any time Escrow Agent receives instructions or directions from Buyer and the Stockholder Representative that are conflicting, ambiguous, or otherwise inconsistent with one another or with the terms of this Agreement, Escrow Agent shall be entitled to refrain from taking any action with respect to the Escrow Fund until it receives one of the following: (a) a Joint Written Di

Section 6.6 Interpleader. In the event of any dispute between the Parties regarding the Escrow Fund or the obligations of Escrow Agent hereunder that Escrow Agent is unable to resolve within a reasonable time, Escrow Agent may, in its sole discretion and without incurring any liability to any Party, commence an interpleader action or other appropriate proceeding in a court of competent jurisdiction in the State of De

Section 6.7 Resignation. Escrow Agent may resign at any time by giving thirty (30) calendar days' prior written notice to Buyer and the Stockholder Representative, specifying the effective date of such resignation. Such resignation shall take effect upon the earlier of (i) the appointment of a successor escrow agent by the mutual written agreement of Buyer and the Stockholder Representative, or (ii) the expiration of

Section 6.8 Removal. Escrow Agent may be removed at any time by the joint written consent of Buyer and the Stockholder Representative. Such removal shall be effective upon thirty (30) calendar days' prior written notice to Escrow Agent and the appointment and acceptance by a successor escrow agent. In the event Buyer and the Stockholder Representative elect to remove Escrow Agent pursuant to this Section 6.8, Buyer a

Section 6.9 Successor Escrow Agent. Any successor escrow agent appointed under Section 6.7 or Section 6.8 shall be a bank or trust company organized under the laws of the United States of America or any state thereof, having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) and a credit rating of at least investment grade from a nationally recognized statistical rating organization

ARTICLE VII — COMPENSATION, EXPENSES, AND INDEMNIFICATION OF ESCROW AGENT

Section 7.1 Compensation. Escrow Agent shall be entitled to compensation for its services hereunder as set forth in Schedule A attached hereto and incorporated herein by reference. Such compensation shall be paid one-half (½) by Buyer and one-half (½) from the Escrow Fund (charged to the account of the Stockholder Representative and the former stockholders of the Company). For the avoidance of doubt, the annual escro

Section 7.2 Reimbursement of Expenses. Buyer and the Stockholder Representative shall reimburse Escrow Agent in equal shares for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including without limitation reasonable attorneys' fees and costs, postage and courier charges, filing fees, and any costs incurred in connection with co

Section 7.3 Indemnification of Escrow Agent. Buyer and the Stockholder Representative (from the Escrow Fund to the extent funds remain available therein, and otherwise from the former stockholders of the Company pro rata in accordance with their respective share ownership), jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (co

Section 7.4 Lien. Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Fund, with priority over the interests of all other Parties, for any unpaid compensation owed to Escrow Agent under Section 7.1, any unreimbursed expenses owed under Section 7.2, and any amounts owed under Section 7.3. In the event that any such amounts remain unpaid for more than thirty (30) days following written demand t

ARTICLE VIII — LIMITATION OF LIABILITY OF ESCROW AGENT

Section 8.1 Limitation. Escrow Agent shall not be liable for any action taken or omitted to be taken by it hereunder, or for any error of judgment, except in the case of its own gross negligence, willful misconduct, or bad faith. In no event shall Escrow Agent be liable for any action taken or omitted to be taken in good faith reliance upon any notice, instruction, request, consent, certificate, court order, or other

Section 8.2 No Consequential Damages. In no event shall Escrow Agent be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including without limitation lost profits, lost revenues, diminution in value, or loss of business opportunity, regardless of the form of action (whether in contract, tort, strict liability, or otherwise) and whether or not any such damages ar

Section 8.3 Force Majeure. Escrow Agent shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay results from causes beyond Escrow Agent's reasonable control, including without limitation acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster, war, armed conflict, invasion, riot, civil disturbance, insurrec

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 Representations of Buyer. Buyer hereby represents and warrants to Escrow Agent and the Stockholder Representative as follows: (a) Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 13-6291054), and has the full limited partnership power and authority to own, lease, and operate its properties and to carry on its business as cu

Section 9.2 Representations of the Stockholder Representative. The Stockholder Representative hereby represents and warrants to Escrow Agent and Buyer as follows: (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 59-3847621), and, in its post-Closing capacity as Stockholder Representative, has full corporate power and authority to exe

Section 9.3 Representations of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and the Stockholder Representative as follows: (a) Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and possesses all necessary licenses, permits, and authorizations required to provide escrow and trust services in the State of Delaware and to

Section 10.1 Form and Delivery. All notices, requests, claims, demands, Claim Notices, Objection Notices, Joint Written Directions, and other communications hereunder (collectively, "Notices") shall be in writing and shall be deemed to have been duly given or delivered: (a) when delivered in person to the individual or the attention line specified below, upon delivery; (b) when sent by electronic mail (email) to the

Section 10.2 Addresses for Notice. Notices shall be addressed as follows: If to Buyer: Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor New York, New York 10022 Attention: Tomás Iglesias, Principal Email: t.iglesias@ardentcapital.com With a copy (which shall not constitute notice) to: Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, New York 10019 Attention: Harrison Wexford, P

Section 10.3 Change of Address. Any Party may change its address, email address, or designated contact person for purposes of Notices under this Agreement by giving written notice of such change to the other Parties in accordance with the provisions of this Article X. Any such change shall be effective upon receipt of the notice of change by the other Parties.

ARTICLE XI — GENERAL PROVISIONS

Section 11.1 Governing Law. This Agreement 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 of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware for the resolution of any dispute, claim, controversy, or cause of action arising under or in connection with this Agreement or any transaction contemplated hereby. In the event the Court of Chancery of the State of Delaware declines to exercise

Section 11.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS R

Section 11.4 Entire Agreement. This Agreement, together with the Merger Agreement (to the extent referenced herein) and any schedules, exhibits, and annexes attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings, both oral and written

Section 11.5 Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of Buyer, the Stockholder Representative, and Escrow Agent. No waiver of any term, provision, or condition of this Agreement shall be effective unless set forth in a written instrument duly executed by the Party or Parties against whom enforcement of such waiver is sough