Extract to table

a Delaware corporation (the "Company"), the stockholders of the Company listed on Exhibit A to the Purchase Agreement (as defined below) (collectively, the "Sellers"), and the Stockholder Representative have entered into that certain Stock Purchase Agreement dated as of June 10, 2024 (as it may be amended, supplemented, or modified from time to time in accordance with its terms, the "Purchase Agreement"), pursuant to which Buyer will acquire one hundred percent (100%) of the issued and outstanding capital stock of the Company for an aggregate purchase price of Nine Hundred Million Dollars ($900,000,000) in cash (the "Purchase Price"), on the terms and subject to the conditions set forth therein; WHEREAS, the Purchase Agreement provides that, at the Closing (as defined below), a portion of the Purchase Price equal to One Hundred Eighty Million Dollars ($180,000,000) (the "Indemnification Escrow Amount") shall be deposited with the Escrow Agent in a segregated escrow account to secure the indemnification obligations of the Sellers under Article IX of the Purchase Agreement, such amount constituting twenty percent (20%) of the Purchase Price; WHEREAS, the Purchase Agreement further provides that, at the Closing, Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Expense Fund Amount") shall be deposited with the Escrow Agent in a separate segregated escrow account to fund the reasonable out-of-pocket costs and expenses incurred by the Stockholder Representative in connection with the performance of his duties under the Purchase Agreement and the Stockholder Representative Agreement (as defined in the Purchase Agreement); WHEREAS, the Parties wish to establish the terms and conditions governing the Escrow Agent's receipt, holding, investment, and disbursement of the Indemnification Escrow Amount and the Expense Fund Amount in accordance with this Agreement; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement

2 — Rules of Construction (a) The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision hereof

(b) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders

(c) The word "including" (and all variations thereof) means "including, without limitation" and shall not be construed to limit any general statement to the specific or similar items or matters immediately following such word

(g) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof

(h) References to any statute, rule, or regulation shall include any successor statute, rule, or regulation and any regulations or guidance promulgated thereunder