Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive order to be closed. "Claim Notice" has the meaning set forth in Section 4.1. "Claimed Amount" has the meaning set f

Section 1.2 — Interpretation; Construction (a) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. (b) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (c) Whenever the context may require, any pronoun used herein shall includ

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount (a) On the Closing Date, Parent shall deposit, or cause to be deposited, the Escrow Amount (Sixty-Seven Million Five Hundred Thousand Dollars ($67,500,000)) in immediately available funds by wire transfer to the Escrow Account in accordance with the wire transfer instructions set forth in Exhibit D. The deposit of the Escrow Amount shall be made from the aggregate merger conside

Section 2.2 — Escrow Account (a) The Escrow Agent shall establish and maintain a separate, segregated escrow account at a federally insured depository institution (the "Escrow Account"). The Escrow Account shall be titled as follows: "Clearfield Escrow Services, Inc., as Escrow Agent — Northgate/Cascadia Indemnification Escrow" (b) The Escrow Account shall be established under the taxpayer identification number of th

Section 2.3 — Nature of Escrow Fund (a) The Escrow Fund shall not be subject to any lien, attachment, levy, garnishment, trustee process, or encumbrance of any kind by any Party hereto or any creditor of any Party, and no Party shall have any right to pledge, hypothecate, assign, or otherwise encumber the Escrow Fund or any portion thereof, except as expressly contemplated by this Agreement. (b) The Escrow Agent shal

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.1 — Permitted Investments The Escrow Agent shall invest and reinvest the Escrow Fund, as directed in a Joint Written Direction delivered to the Escrow Agent, in one or more of the following categories of investments (collectively, "Permitted Investments"): (a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each

Section 3.2 — Income and Losses (a) All Escrow Earnings shall become part of the Escrow Fund and shall be held, invested, and disbursed in accordance with the terms of this Agreement. (b) Any losses on investments of the Escrow Fund shall be borne by the Escrow Fund and shall reduce the amount of the Escrow Fund available for distribution hereunder. In no event shall the Escrow Agent have any obligation to restore or

Section 3.3 — Tax Reporting (a) For United States federal and applicable state and local income tax purposes, the Escrow Fund (including all Escrow Earnings) shall be treated as owned by the former stockholders of the Company (through the Stockholder Representative acting on their behalf). The Parties agree that the deposit of the Escrow Amount into the Escrow Account shall be treated for tax purposes as a receipt by

ARTICLE IV — CLAIMS AGAINST ESCROW FUND

Section 4.1 — Claim Notice (a) Parent may make a claim against the Escrow Fund for indemnifiable Losses under the Merger Agreement by delivering a written notice (each, a "Claim Notice") simultaneously to both the Escrow Agent and the Stockholder Representative in accordance with Section 10.1. A Claim Notice may be delivered at any time prior to the expiration of the applicable survival period for the representation,

Section 4.2 — Limitations on Claims (a) Escrow Fund Cap. The aggregate amount distributable from the Escrow Fund to Parent pursuant to this Agreement shall not exceed the Escrow Amount (Sixty-Seven Million Five Hundred Thousand Dollars ($67,500,000)), as the same may have been increased by Escrow Earnings and decreased by prior releases to the Stockholder Representative; provided, however, that this limitation on dis

Section 4.3 — Response to Claim Notice; Dispute Process (a) Following receipt of a Claim Notice, the Stockholder Representative shall have a period of thirty (30) calendar days (the "Response Period") to deliver a written response to both the Escrow Agent and Parent. If the last day of the Response Period falls on a day that is not a Business Day, the Response Period shall be extended to the next succeeding Business

Section 4.4 — Payment of Undisputed Amounts To the extent that the Stockholder Representative's Dispute Notice identifies an Undisputed Amount (that is, the Dispute Notice disputes only a portion of the Claimed Amount and does not dispute the remainder), the Escrow Agent shall release the Undisputed Amount to Parent by wire transfer in accordance with Section 5.3 within five (5) Business Days following the expiration

Section 4.5 — Joint Written Directions (a) The Escrow Agent shall be entitled to rely upon and shall act in accordance with any Joint Written Direction without further inquiry or investigation, and the Escrow Agent shall have no liability for any action taken or omitted in reliance upon a Joint Written Direction. (b) All releases of the Escrow Fund pursuant to a Joint Written Direction shall be made by the Escrow Age

ARTICLE V — RELEASE OF ESCROW FUND

Section 5.1 — Scheduled Release (General Representations Survival) (a) On the Escrow Release Date (which is the date that is twenty-four (24) months after the Closing Date), the Escrow Agent shall release to the Stockholder Representative (for further distribution to the former stockholders of the Company through the Paying Agent, Trident Transfer Agency, Inc.) an amount equal to the then-remaining balance of the Esc

Section 5.2 — Holdback for Outstanding Claims and Extended Survival Claims (a) The Reserved Amount shall continue to be held in the Escrow Account and invested in accordance with Article III until each Outstanding Claim included in the Reserved Amount is finally resolved, whether by: (i) a Joint Written Direction executed by Parent and the Stockholder Representative; (ii) the mutual written agreement of Parent and th

Section 5.3 — Manner of Release (a) All releases from the Escrow Fund to Parent shall be made by wire transfer of immediately available funds to the bank account designated by Parent in writing to the Escrow Agent, in accordance with the wire transfer instructions set forth in Exhibit D (or as updated from time to time by written notice from Parent's authorized representatives to the Escrow Agent). (b) All releases f

Section 5.4 — Partial Releases by Joint Written Direction At any time during the term of this Agreement, Parent and the Stockholder Representative may jointly instruct the Escrow Agent, by delivery of a Joint Written Direction in accordance with Section 4.5 and in the form attached as Exhibit C, to release any portion of the Escrow Fund (including Escrow Earnings) to either Parent, the Stockholder Representative, or

Section 6.1 — Duties and Responsibilities (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have no duty to enforce any obligation of any Person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enf

Section 6.2 — Reliance The Escrow Agent shall be entitled to rely upon, and shall be protected in acting or refraining from acting upon: (a) any written notice, instruction, certificate, request, direction, consent, or other document or instrument that the Escrow Agent believes in good faith to be genuine, to have been duly authorized, and to have been signed or delivered by the proper Person or Persons; (b) the advi

Section 6.3 — Limitation of Liability (a) The Escrow Agent shall not be liable for any act or omission hereunder, or for any loss, cost, expense, or damage arising out of or in connection with the performance of its duties hereunder, except in the case of the Escrow Agent's own gross negligence, willful misconduct, or bad faith, as determined by a final, non-appealable judgment of a court of competent jurisdiction. (

Section 6.4 — Right to Counsel The Escrow Agent may, at any time and from time to time, consult with legal counsel of its own choosing (who need not be counsel to either Parent or the Stockholder Representative) with respect to any question or matter arising in connection with this Agreement or the Escrow Agent's duties hereunder. The reasonable fees and disbursements of such counsel shall constitute an expense reimb

Section 6.5 — Resignation; Removal (a) Resignation. The Escrow Agent may resign from its duties hereunder at any time upon not less than thirty (30) days' prior written notice to Parent and the Stockholder Representative. Such resignation shall take effect upon the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor as provided herein, or on the date otherwise determined in a

Section 6.6 — Interpleader In the event of any disagreement or dispute between or among Parent and the Stockholder Representative (or any other Person) resulting in adverse claims or demands being made upon the Escrow Agent with respect to the proper disposition of the Escrow Fund, or if the Escrow Agent is otherwise uncertain as to the proper action to be taken hereunder, the Escrow Agent shall be entitled, in its s

ARTICLE VII — COMPENSATION AND INDEMNIFICATION OF ESCROW AGENT

Section 7.1 — Compensation (a) The Escrow Agent shall be entitled to compensation for its services hereunder in accordance with the fee schedule attached hereto as Exhibit A and incorporated herein by reference, as may be amended from time to time by mutual agreement of the Parties. The annual escrow administration fee shall be as set forth on Exhibit A and shall be payable in advance on each anniversary of the Effec

Section 7.2 — Expense Reimbursement In addition to the fees payable under Section 7.1, the Escrow Agent shall be entitled to reimbursement from the Parties for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of its duties hereunder, including, without limitation, reasonable fees and disbursements of legal counsel retained by the Escrow Agent pursuant to Section 6.4, wi

Section 7.3 — Indemnification of Escrow Agent (a) Parent and the Stockholder Representative (the latter solely from the Escrow Fund, and not in his individual or personal capacity) shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and representatives (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, claim

ARTICLE VIII — DISPUTE RESOLUTION

Section 8.1 — Negotiation In the event of any dispute, controversy, or claim between Parent and the Stockholder Representative arising out of or relating to the Escrow Fund, the terms of this Agreement, or the respective rights and obligations of the Parties hereunder (other than a dispute as to the Escrow Agent's duties, which shall be governed by the provisions of Article VI), the disputing Parties shall first atte

Section 8.2 — Litigation (a) If the dispute, controversy, or claim is not resolved through good-faith negotiation within the Negotiation Period, either Parent or the Stockholder Representative may submit the dispute to litigation in the courts of the State of New York sitting in the Borough of Manhattan, City of New York, or the United States District Court for the Southern District of New York, in accordance with Se

Section 8.3 — Coordination with Merger Agreement The dispute resolution provisions set forth in this Article VIII are without prejudice to, and shall not supersede or limit, the indemnification mechanics, procedures, and dispute resolution provisions set forth in the Merger Agreement, which shall govern the substantive determination of indemnification claims, the calculation of Losses, the application of the de minim

Section 9.1 — Termination This Agreement shall terminate upon the earliest to occur of: (a) the distribution of the entire Escrow Fund (including all Escrow Earnings) in accordance with the terms hereof, such that no amounts remain in the Escrow Account; (b) the Final Release Date; or (c) the date of a mutual written agreement of Parent, the Stockholder Representative, and the Escrow Agent to terminate this Agreement

Section 10.1 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier service (such as Severin Partners LLC or Tarrant & Co.), or transmitted by electronic mail (with electronic confirmation of receipt or, if requeste

Section 10.2 — Authorized Representatives (a) Parent shall designate in writing to the Escrow Agent no fewer than two (2) authorized representatives empowered to deliver and execute Claim Notices, Joint Written Directions, and other instructions under this Agreement on behalf of Parent. Parent's initial authorized representatives shall be: (i) Liam Sutherland, Vice President, Corporate Development; and (ii) Philippa

Section 10.3 — Amendments and Waivers (a) This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by each of Parent, the Stockholder Representative, and the Escrow Agent. No oral agreement, understanding, or course of dealing among the Parties shall be effective to amend or modify this Agreement. (b) No waiver of any provision of this Agreement, or

Section 10.4 — Entire Agreement This Agreement, together with the Merger Agreement, the Stockholder Representative Agreement, and the Exhibits and Schedules attached hereto and incorporated herein by reference, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether ora

Section 10.5 — Successors and Assigns (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. (b) No Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Parties, except that Parent may, without the consent of any other Party, assign any or all of its rights and