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, a Sunday, or any other day on which banking institutions in New York, New York or Philadelphia, Pennsylvania are authorized or obligated by applicable law or executive order to be closed. "Claim Amount" means, with respect to any Claim Notice, the esti

Section 1.2 — SPA Definitions Incorporated All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement. In the event of any conflict or inconsistency between the definitions set forth in this Agreement and those set forth in the Stock Purchase Agreement, the definitions set forth in this Agreement shall control for pu

Section 1.3 — Rules of Construction (a) 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. (b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation" unless the context otherwise requires. (c) Words in th

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount (a) On the Closing Date, Buyer shall cause the Escrow Amount, being Ninety-Six Million Dollars ($96,000,000), to be deposited by wire transfer of immediately available funds in United States Dollars into the Escrow Account established and maintained by the Escrow Agent. The wire transfer instructions for the Escrow Account shall be as set forth on Schedule B attached hereto, whi

Section 2.2 — Escrow Account (a) The Escrow Agent shall hold the Escrow Funds in a separate, segregated escrow account maintained at the Escrow Agent's offices, identified as the "Cascade/NovaMart Indemnification Escrow Account" (the "Escrow Account"). The Escrow Agent shall maintain the Escrow Account in accordance with its customary practices for escrow accounts of similar size and nature, and in compliance with al

Section 2.3 — Title to Escrow Funds (a) The Escrow Funds shall be the property of the Selling Stockholders (through the Stockholder Representative), subject to the claims, distribution rights, and other terms and conditions set forth in this Agreement and Article IX of the Stock Purchase Agreement. For the avoidance of doubt, Buyer shall not have any ownership interest in the Escrow Funds except to the extent that th

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 — Investment Direction (a) The Escrow Agent shall invest and reinvest the Escrow Funds, and any earnings thereon, solely in Permitted Investments as directed in writing by the Stockholder Representative from time to time. Any investment direction from the Stockholder Representative must be in writing, must specify one or more categories of Permitted Investments described in Section 3.2, and must be delive

Section 3.2 — Permitted Investments The term "Permitted Investments" means the following categories of investments: (a) Default Investment. Money market funds that maintain a constant net asset value per share and that are rated at least "AAAm" by Standard & Poor's Ratings Services, "Aaa-mf" by Moody's Investors Service, Inc., or the equivalent by any other nationally recognized statistical rating organization, inclu

Section 3.3 — Investment Risk (a) All investment risk, including the risk of loss of principal, associated with the investment and reinvestment of the Escrow Funds in Permitted Investments made in accordance with the terms of this Agreement shall be borne solely by the Selling Stockholders. The Parties acknowledge and agree that the Escrow Agent shall not be liable for, and shall have no responsibility with respect t

Section 3.4 — Earnings (a) All interest, dividends, and other income earned on the Escrow Funds (collectively, "Earnings") shall be added to and become part of the Escrow Funds held in the Escrow Account. Earnings shall be invested and reinvested in Permitted Investments in accordance with the investment directions then in effect under Section 3.1. (b) Any Earnings distributed from the Escrow Account pursuant to this

Section 3.5 — Income Tax Reporting The tax treatment and income tax reporting obligations with respect to the Escrow Funds and any Earnings thereon shall be as set forth in Article VII of this Agreement.

ARTICLE IV — RELEASE AND DISTRIBUTION OF ESCROW FUNDS

Section 4.1 — Release Upon Resolved Claims (a) Joint Written Instructions. Upon receipt by the Escrow Agent of Joint Written Instructions duly executed by both an authorized representative of Buyer and the Stockholder Representative, the Escrow Agent shall release and disburse Escrow Funds from the Escrow Account as directed in such Joint Written Instructions. Joint Written Instructions may direct the Escrow Agent to

Section 4.2 — Scheduled Release (a) Release if No Pending Claims. On the Scheduled Release Date (being twenty-four (24) months after the Closing Date, i.e., October 15, 2027, or if such date is not a Business Day, the next succeeding Business Day), provided that no Pending Claims then exist, the Escrow Agent shall, without the need for any further action or instruction from any Party, release all remaining Escrow Fun

Section 4.3 — Manner of Release (a) All releases and disbursements to Buyer shall be made by wire transfer of immediately available funds in United States Dollars to the account designated in writing by Buyer, as set forth on Schedule B or as updated from time to time by written notice from Buyer to the Escrow Agent in accordance with Section 11.1. (b) All releases and disbursements to the Stockholder Representative

Section 4.4 — No Offset The Escrow Agent shall have no right of offset, deduction, counterclaim, or netting from or against the Escrow Funds for any amounts owed by any Party to the Escrow Agent or any other person, except as expressly provided in this Agreement. Without limiting the generality of the foregoing, the Escrow Agent shall not deduct its fees or expenses from the Escrow Funds, except as may be permitted u

Section 5.1 — Delivery of Claim Notice (a) Buyer may deliver a Claim Notice to the Stockholder Representative and the Escrow Agent at any time during the Escrow Period (i.e., at any time commencing on the Closing Date and ending on the Scheduled Release Date, being twenty-four (24) months after the Closing Date). A Claim Notice must be delivered to the Stockholder Representative and the Escrow Agent prior to the Sche

Section 5.2 — Objection Notice (a) The Stockholder Representative shall have thirty (30) calendar days following receipt of a Claim Notice (the "Objection Period") within which to deliver an Objection Notice to Buyer and the Escrow Agent. The Objection Notice shall set forth in reasonable detail the factual and legal basis for the Stockholder Representative's objection to the Claim Notice (in whole or in part) and sh

Section 5.3 — Resolution of Disputed Claims (a) If an Objection Notice is timely delivered by the Stockholder Representative within the Objection Period, Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following delivery of the Objection Notice (the "Negotiation Period") to attempt to resolve the Disputed Amount. During the Negotiation Period, the desig

Section 5.4 — Partial Resolution To the extent any Claim Notice includes both a Disputed Amount (subject to a timely Objection Notice) and an undisputed portion (i.e., an amount as to which no objection has been raised in the Objection Notice, or an amount that has been agreed upon during the Negotiation Period), the Escrow Agent shall release the undisputed portion to Buyer upon receipt of (a) Joint Written Instruct

Section 5.5 — Relationship to Indemnification Cap and R&W Insurance (a) The Parties acknowledge and agree that the Escrow Funds constitute one, but not the sole, source of recovery for indemnification claims asserted by Buyer under Article IX of the Stock Purchase Agreement. The aggregate liability of the Selling Stockholders for indemnification obligations under Article IX of the SPA (other than with respect to clai

ARTICLE VI — DUTIES AND RESPONSIBILITIES OF THE ESCROW AGENT

Section 6.1 — Duties (a) The Escrow Agent's duties and obligations under this Agreement are purely ministerial and administrative in nature. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and shall have no duty to interpret, construe, or enforce the Stock Purchase Agreement, the Stockholder Representative Agreement, the R&W Insurance Policy, or any other agreement

Section 6.2 — Reliance (a) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, instruction, direction, request, waiver, consent, receipt, certificate, affidavit, letter, telegram, facsimile, electronic mail, or other document or communication believed by it in good faith to be genuine and to have been signed, sent, or presented by the proper person or per

Section 6.3 — Limitation of Liability (a) The Escrow Agent shall not be liable for any loss, liability, cost, damage, or expense arising out of or in connection with the performance of its duties under this Agreement, except to the extent that such loss, liability, cost, damage, or expense is directly caused by the Escrow Agent's own gross negligence, willful misconduct, or bad faith, as finally determined by a court

Section 6.4 — Right to Interplead (a) If at any time the Escrow Agent is uncertain as to its duties or obligations under this Agreement, or if the Escrow Agent receives conflicting claims, instructions, or demands from Buyer and the Stockholder Representative with respect to the Escrow Funds or any portion thereof, the Escrow Agent may, in its sole and absolute discretion: (i) refrain from taking any action (other th

Section 6.5 — Resignation and Removal (a) Resignation. The Escrow Agent may resign from its duties and obligations under this Agreement at any time by giving not less than thirty (30) days' prior written notice of its resignation to Buyer and the Stockholder Representative. Such resignation shall take effect on the date specified in such notice or, if no date is specified, on the thirtieth (30th) day following delive

Section 6.6 — Merger or Consolidation of Escrow Agent Any entity into which the Escrow Agent may be merged or consolidated, or any entity resulting from any merger or consolidation to which the Escrow Agent is a party, or any entity to which the Escrow Agent transfers all or substantially all of its escrow business or assets, shall be the successor Escrow Agent under this Agreement without the execution or filing of

Section 7.1 — Tax Treatment (a) For United States federal income tax purposes (and for purposes of applicable state and local income tax laws), the Parties agree and acknowledge that the Escrow Funds shall be treated as owned by the Selling Stockholders. The deposit of the Escrow Amount into the Escrow Account shall be treated as a payment of a portion of the Purchase Price to the Selling Stockholders, subject to a c

Section 7.2 — Tax Reporting (a) The Escrow Agent shall report all income earned on the Escrow Funds to the Internal Revenue Service on IRS Forms 1099 (or such other forms as may be required by applicable law) in the names and taxpayer identification numbers of the Selling Stockholders, allocated as directed by the Stockholder Representative in accordance with Section 7.1(b). (b) For reference, the following taxpayer

Section 7.3 — Withholding (a) The Escrow Agent shall be entitled to deduct and withhold from any payment or distribution made pursuant to this Agreement such amounts as the Escrow Agent determines in good faith are required to be deducted and withheld under the Internal Revenue Code of 1986, as amended, or any provision of applicable federal, state, local, or foreign tax law. If any amounts are so deducted and withhe

ARTICLE VIII — COMPENSATION AND EXPENSES OF ESCROW AGENT

Section 8.1 — Fees (a) Buyer shall pay the Escrow Agent's fees for its services under this Agreement in accordance with the fee schedule set forth on Schedule A attached hereto. Such fees shall be payable in advance as set forth on Schedule A, or as otherwise agreed in writing between Buyer and the Escrow Agent. (b) The Escrow Agent's fees shall not be paid from the Escrow Funds. Under no circumstances shall the Escr

Section 8.2 — Expenses (a) Buyer shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, reasonable attorneys' fees and costs, court costs, filing fees, and the costs of any interpleader action. Such reimbursement shall be made within thirty (30) days of

Section 8.3 — Lien The Escrow Agent shall have no lien on the Escrow Funds for any fees, charges, or expenses owed to the Escrow Agent under this Agreement. If Buyer fails to pay the Escrow Agent's fees and expenses when due and payable under this Article VIII, the Escrow Agent may seek payment directly from Buyer and shall not deduct such amounts from the Escrow Funds. Nothing in this Section 8.3 shall limit the Esc

ARTICLE IX — INDEMNIFICATION OF ESCROW AGENT

Section 9.1 — Indemnification by Buyer and Selling Stockholders (a) Buyer and the Selling Stockholders (acting through the Stockholder Representative, on behalf of all Selling Stockholders), jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, and affiliates (each, an "Escrow Agent Indemnified Party") from and against any and all losses, li

Section 10.1 — Termination This Agreement shall automatically terminate upon the final distribution and release of all Escrow Funds from the Escrow Account in accordance with Article IV, at which time the Escrow Agent shall have no further obligations, duties, or liabilities under this Agreement, except for those obligations and liabilities that by their nature survive termination as provided in Section 10.2.

Section 10.2 — Survival The following provisions of this Agreement shall survive the termination of this Agreement and the final distribution of the Escrow Funds: Article VI (Duties and Responsibilities of the Escrow Agent), Article VIII (Compensation and Expenses of Escrow Agent), Article IX (Indemnification of Escrow Agent), and Article XI (Miscellaneous). The survival of such provisions shall not create any obliga

Section 11.1 — Notices (a) All notices, demands, requests, consents, approvals, claims, instructions, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be delivered to the applicable Party at the address set forth below (or at such other address as such Party may designate by Notice given to the other Parties in accordance with this Sectio

Section 11.2 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision, rule, or principle (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 11.3 — Jurisdiction; Venue (a) Each Party 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 Superior Cou