Contract analysis

Section 1.1 Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below when used in this Agreement: "Business Day" means any day other than a Saturday, Sunday, or any other day on which bankin

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 Establishment of Escrow Account. Promptly following the execution and delivery of this Agreement by all parties hereto, and in any event no later than two (2) Business Days prior to the anticipated Closing Date, Escrow Agent shall establish and maintain a separate, segregated escrow account (the "Escrow Account") at Atlantic Fiduciary Trust Company. The Escrow Account shall be titled as follows: "Meridian

Section 2.2 Deposit. On the Closing Date, Buyer shall deposit, or cause to be deposited, the Escrow Amount in the amount of Nine Million Five Hundred Thousand Dollars ($9,500,000) with Escrow Agent by wire transfer of immediately available funds to the Escrow Account in accordance with the wire transfer instructions set forth in Exhibit A attached hereto and incorporated herein by reference. Escrow Agent shall prompt

Section 2.3 Nature of Escrow. The Escrow Fund shall be held by Escrow Agent in trust for the benefit of Buyer and Seller, subject to and in accordance with the terms and conditions of this Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee process, garnishment, execution, or any other judicial process of any creditor of any party hereto. No party hereto shall have the right to pledge, hy

ARTICLE III — DISBURSEMENTS — GENERAL

Section 3.1 Joint Written Direction. Escrow Agent shall disburse all or any portion of the Escrow Fund upon receipt of a joint written direction signed by both Buyer and Seller (a "Joint Written Direction") specifying: (a) the amount to be disbursed; (b) the identity of the payee or payees to whom such disbursement is to be made; and (c) the applicable wire transfer instructions or other delivery instructions for suc

Section 3.2 Court Order. Escrow Agent shall disburse all or any portion of the Escrow Fund upon receipt of a final, non-appealable order or judgment of a court of competent jurisdiction directing such disbursement. Upon receipt of any such order or judgment, Escrow Agent shall promptly provide a copy thereof to Buyer and Seller (to the extent not already in possession thereof) and shall effectuate the disbursement di

Section 3.3 No Other Disbursements. Except as provided in Sections 3.1, 3.2, Article IV (Claim Procedures), and Article VI (Termination and Final Release), Escrow Agent shall not disburse any portion of the Escrow Fund. Escrow Agent shall not honor or comply with any purported instruction, direction, or request for disbursement from any party that does not comply with the requirements of this Agreement.

Section 4.1 Claim Notice. If Buyer seeks indemnification under Article [●] of the Purchase Agreement and wishes to recover amounts from the Escrow Fund in respect of any indemnifiable Losses (as defined in the Purchase Agreement), Buyer shall deliver to Escrow Agent and Seller a written notice (a "Claim Notice") setting forth, with reasonable specificity: (a) a description of the claim giving rise to the request for

Section 4.2 Response Notice. Within thirty (30) calendar days following Seller's receipt of a Claim Notice (such thirty (30) calendar day period, the "Response Period"), Seller shall deliver to Escrow Agent and Buyer a written response (a "Response Notice") stating whether Seller: (a) accepts the claim set forth in the Claim Notice in its entirety and agrees to the disbursement of the full amount claimed to Buyer fro

Section 4.3 Accepted Claims. To the extent any claim (or any portion thereof) set forth in a Claim Notice is accepted by Seller in a Response Notice (whether expressly accepted or deemed accepted by reason of Seller's failure to deliver a timely Response Notice pursuant to Section 4.2), Escrow Agent shall, within five (5) Business Days following the earlier of (i) Escrow Agent's receipt of a Response Notice reflectin

Section 4.4 Disputed Claims. If Seller disputes all or any portion of a claim set forth in a Claim Notice (the aggregate amount so disputed, the "Disputed Amount"), the Disputed Amount shall remain in the Escrow Fund pending resolution of such dispute by either: (a) mutual written agreement of Buyer and Seller, memorialized in and delivered to Escrow Agent as a Joint Written Direction, specifying the amounts (if any)

Section 4.5 Multiple Claims. Multiple Claim Notices may be outstanding simultaneously, and nothing herein shall prevent Buyer from delivering additional Claim Notices while one or more prior Claim Notices remain pending or unresolved. Escrow Agent shall track each claim identified in a Claim Notice separately and shall maintain reasonable records with respect to each outstanding claim, including the date of receipt,

Section 4.6 Limitation. Nothing in this Agreement shall limit, restrict, or otherwise affect Buyer's right to seek indemnification from Seller under the Purchase Agreement in excess of the Escrow Fund, subject to the Indemnification Cap of Thirty-Three Million Two Hundred Fifty Thousand Dollars ($33,250,000) (thirty-five percent (35%) of the Purchase Price) and the other terms and limitations set forth in the Purchas

ARTICLE V — INVESTMENT OF ESCROW FUND

Section 5.1 Permitted Investments. Escrow Agent shall invest and reinvest the Escrow Fund, as directed jointly by Buyer and Seller (or, in the absence of joint written investment instructions, as set forth in Section 5.2 below), in one or more of the following categories of investments (each, a "Permitted Investment"): (a) direct obligations of, or obligations the principal of and interest on which are unconditionall

Section 5.2 Default Investment. In the absence of timely joint written investment instructions from Buyer and Seller, or at any time when joint written investment instructions have not been received by Escrow Agent, Escrow Agent shall invest the Escrow Fund (or any uninvested portion thereof) in a money market fund described in Section 5.1(b) above, as selected by Escrow Agent in its sole discretion. The parties ackn

Section 5.3 Income and Tax Treatment. All interest, dividends, and other income earned on the investment of the Escrow Fund shall be added to and become part of the Escrow Fund and shall be held, invested, and disbursed in accordance with the terms of this Agreement. For United States federal (and applicable state and local) income tax purposes, the Escrow Fund (including all interest, dividends, and other income ear

Section 5.4 Investment Risk. The parties acknowledge and agree that Escrow Agent shall not be liable for any loss of principal or income, or any diminution in value, resulting from the investment or reinvestment of the Escrow Fund in Permitted Investments in accordance with this Article V, including without limitation any loss resulting from the default of any issuer of any Permitted Investment, any decline in the ma

ARTICLE VI — TERMINATION AND FINAL RELEASE

Section 6.1 Scheduled Release. On the first Business Day following the expiration of the Escrow Period (i.e., the first Business Day following the date that is twenty-four (24) months after the Closing Date), Escrow Agent shall release and disburse to Seller the entire remaining balance of the Escrow Fund (including all accrued and undisbursed income thereon) by wire transfer of immediately available funds to the acc

Section 6.2 Holdback for Pending Claims. If, as of the Termination Date, any Claim Notice has been delivered by Buyer to Escrow Agent and Seller in accordance with Section 4.1 but has not been finally resolved (whether by Joint Written Direction, deemed acceptance under Section 4.2, or final, non-appealable order of a court of competent jurisdiction), the Escrow Agent shall: (a) retain in the Escrow Account an amount

Section 6.3 Effect of Release. The release of the Escrow Fund (or any portion thereof) to Seller pursuant to this Article VI shall not relieve Seller of any indemnification obligations under the Purchase Agreement that survive the expiration of the Escrow Period, subject to the terms, conditions, and limitations set forth in the Purchase Agreement. The parties acknowledge and agree that Seller's indemnification oblig

Section 6.4 Termination of Agreement. This Agreement shall terminate upon the later of: (a) the complete disbursement of the entire Escrow Fund in accordance with the terms hereof; and (b) the final resolution of all pending claims for which Claim Notices have been timely delivered during the Escrow Period; provided, however, that the provisions of Article VII (Escrow Agent Provisions), Article VIII (Representations

ARTICLE VII — ESCROW AGENT PROVISIONS

Section 7.1 Duties and Responsibilities. Escrow Agent undertakes to perform only the duties and obligations expressly set forth in this Agreement, and no implied duties, covenants, or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent shall act as a stakeholder only and shall have no interest in the Escrow Fund. Escrow Agent shall not be required to take any action that is, in the opinio

Section 7.2 Reliance. Escrow Agent shall be entitled to rely, and shall be fully protected in relying, upon any written notice, instruction, direction, certificate, request, consent, statement, or other document (including any such document transmitted by electronic mail in PDF or similar format) believed by Escrow Agent in good faith to be genuine and to have been signed, sent, or presented by the proper party or pa

Section 7.3 Liability Standard. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent in good faith in connection with this Agreement, except to the extent that a court of competent jurisdiction determines by final, non-appealable order that Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to any party hereto. In no event shall Escrow Agent

Section 7.4 Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and affiliates (each, an "Escrow Agent Indemnified Party") from and against any and all losses, costs, damages, expenses (including reasonable attorneys' fees and disbursements), claims, actions, suits, proceedings, or liabilities

Section 7.5 Compensation and Expenses. Escrow Agent shall be entitled to reasonable compensation for its services hereunder as set forth in the fee schedule attached hereto as Exhibit B (the "Fee Schedule"). Escrow Agent's fees and out-of-pocket expenses (including, without limitation, reasonable attorneys' fees incurred by Escrow Agent in connection with the performance of its duties hereunder) shall be borne equall

Section 7.6 Resignation. Escrow Agent may resign at any time by giving thirty (30) days' prior written notice of its resignation to Buyer and Seller. Such resignation shall take effect upon the earlier of (a) the appointment of a successor escrow agent in accordance with this Section 7.6 and Section 7.8, or (b) the expiration of the thirty (30) day notice period. Upon the effectiveness of its resignation, Escrow Agen

Section 7.7 Removal. Buyer and Seller, acting jointly by written notice signed by both Buyer and Seller, may remove Escrow Agent at any time by giving thirty (30) days' prior written notice to Escrow Agent. Such removal shall take effect upon the earlier of (a) the appointment of a successor escrow agent in accordance with Section 7.8, or (b) the expiration of the thirty (30) day notice period. Upon the effectiveness

Section 7.8 Successor Escrow Agent. Any successor escrow agent appointed pursuant to Section 7.6 or Section 7.7 shall be a bank, trust company, or national banking association organized and existing under the laws of the United States of America or any state thereof, having combined capital and surplus of at least One Hundred Million Dollars ($100,000,000). Any such successor escrow agent shall execute and deliver to

Section 7.9 Interpleader. In the event of any disagreement or dispute between Buyer and Seller (or any other person or entity) regarding the disbursement of the Escrow Fund, or in the event that Escrow Agent receives conflicting instructions or demands with respect to the Escrow Fund, Escrow Agent may, at its option and in its sole discretion: (a) refuse to comply with any such instruction or demand and continue to h

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller and Escrow Agent as of the date hereof and as of the Closing Date as follows: (a) Organization. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all necessary limited liability company power and authority to own, lease, and oper

Section 8.2 Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer and Escrow Agent as of the date hereof and as of the Closing Date as follows: (a) Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, and has all necessary corporate power and authority to own, lease, and operate its properties and to carry

Section 8.3 Representations and Warranties of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and Seller as of the date hereof and as of the Closing Date as follows: (a) Organization. Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has all necessary trust company power and authority to conduct its busine

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 Governing Law. This Agreement and all claims, disputes, or causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdict

Section 9.2 Jurisdiction and Venue. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby

Section 9.3 Notices. All notices, requests, demands, claims, consents, waivers, and other communications required or permitted hereunder (each, a "Notice") shall be in writing and shall be deemed to have been duly given or made: (a) when delivered by hand (with written confirmation of receipt); (b) one (1) Business Day after being sent by a nationally recognized overnight courier service (with written confirmation of

Section 9.4 Entire Agreement. This Agreement, together with all Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications, whether written or oral, with respect to the escrow arran

Section 9.5 Amendments and Waivers. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all three parties hereto (i.e., Buyer, Seller, and Escrow Agent). No waiver of any provision of this Agreement, or consent to any departure therefrom, shall be effective unless such waiver or consent is in writing and signed by the party against whom enforcement of such waiv

Section 9.6 Assignment. No party hereto may assign, transfer, or delegate its rights, interests, or obligations under this Agreement, in whole or in part, without the prior written consent of each of the other parties hereto, and any purported assignment, transfer, or delegation in violation of this Section 9.6 shall be null and void and of no force or effect; provided, however, that Buyer may assign its rights (but

Section 9.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 9.8 Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. In such event, the parties shall negotiate in good fai

Section 9.9 Counterparts. This Agreement may be executed in any number of counterparts (including by electronic signature, portable document format (PDF) transmission, or other electronic means), each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. The words "execution," "signed," "signature," and w

Section 9.10 Headings. The headings and captions of the Articles, Sections, and subsections of this Agreement, and the table of contents (if any), are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.

Section 9.11 No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement; provided, howe

Section 9.12 Waiver of Jury Trial. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUND, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO

1. The Acceptance / Setup Fee is due and payable upon execution of this Agreement.

2. The Annual Administration Fee is due and payable in advance on the date of execution of this Agreement (prorated for any partial year) and on each anniversary thereof during the term of this Agreement.

3. Transaction Fees and Wire Transfer Fees are invoiced quarterly in arrears.

4. Extraordinary Services Fees shall be invoiced monthly in arrears at the hourly rate set forth above, together with reasonable documentation of the services rendered and the time expended.

5. Escrow Agent shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, postage, courier charges, and travel expenses (if pre-approved in writing by Buyer and Seller).

6. All fees and expense reimbursements are subject to periodic adjustment by Escrow Agent upon not less than sixty (60) days' prior written notice to Buyer and Seller.