Extract to table

a Delaware corporation (the "Company"), for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"); WHEREAS, the Purchase Agreement requires, as a condition to the Closing (as defined in the Purchase Agreement), the deposit of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) (the "Escrow Amount"), representing eight percent (8%) of the Purchase Price, into an escrow account to be established and maintained in accordance with this Agreement, for the purpose of securing the indemnification obligations of the Sellers under Article IX of the Purchase Agreement; WHEREAS, the Purchase Agreement designates Marcus Delgado, in his capacity as a partner of Crestline Growth Equity Fund II LP, a Delaware limited partnership ("Crestline"), as the Seller Representative authorized to act on behalf of all Sellers with respect to the Escrow Fund (as defined herein), including, without limitation, the authority to give and receive all notices, to deliver and execute all documents, and to take all actions on behalf of the Sellers in connection with this Agreement; WHEREAS, Continental Fiduciary Trust Company, a New York trust company, has agreed to serve as Escrow Agent upon the terms and conditions set forth herein; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

"Dispute Period" means the period of thirty (30) Business Days following receipt by the Seller Representative of a Claim Notice; provided that, for the avoidance of doubt, the Dispute Period shall commence on the Business Day immediately following the date on which the Seller Representative actually receives such Claim Notice in accordance with Article 7

* For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement

(c) The word "including" (and with correlative meaning, "include" and "includes") means including without limiting the generality of any description preceding or following such word, and shall be deemed in each case to be followed by the words "without limitation

(e) All references to "$" or "dollars" shall mean United States dollars

(f) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole, including all Exhibits, and not to any particular Section or provision hereof