Common use of AUTOMATIC AUTHORIZATION Clause in Contracts

AUTOMATIC AUTHORIZATION. In the absence of a Joint Written Direction to the contrary from Buyer and Seller, the Escrow Agent is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE C Appointed Persons Each of the following person(s) is a Buyer Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Buyer’s behalf (only one signature required): Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: Name Telephone No Each of the following person(s) is a Seller Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Seller’s behalf (only one signature required): Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations Name Telephone No EXHIBIT I-1 Restrictive Covenant Agreement (Entity Form) [See Attached] RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement (this “Agreement”) is entered into as of [∙], 2015 (the “Effective Date”), by and between CHS Xxxxxxx, LLC, a Minnesota limited liability company (“CHS”), and [∙], a [∙] (the “Restricted Party” and, together with CHS, the “Parties”). 1

AUTOMATIC AUTHORIZATION. In the absence of a Joint Written Direction specific written direction to the contrary from Buyer to the extent and Selleras authorized in the applicable escrow agreement, the Escrow Agent U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of permissible alternate instructions. SCHEDULE B Schedule of Fees for Services as Escrow Agent SCHEDULE C Appointed Persons Each of the following person(s) is a Buyer Appointed Person Purchaser Representative authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on BuyerPurchaser’s behalf (only one signature required): Xxxx X. Xxxxx Name /s/ Xxxx X. Xxxxx Specimen signature 000.000.0000 Telephone No. Xxxxxxx Xxxxxx Name /s/ Xxxxxxx Xxxxxx Specimen signature 000.000.0000 Telephone No. Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: No. If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: Name Telephone No Number Each of the following person(s) is a Seller Appointed Person Representative authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Seller’s behalf (only one signature required): Xxxxxx Xxxxxxxx Name /s/ Xxxxxx Xxxxxxxx Specimen signature 000.000.0000 Telephone No. Xxxxxx Xxxxxx Name /s/ Xxxxxx Xxxxxx Specimen signature 000.000.0000 Telephone No. Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note: No. If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations confirmations: Name Telephone No EXHIBIT I-1 Restrictive Covenant Agreement Number ATTACHMENT 1 FORM OF JOINT WRITTEN DIRECTION U.S. Bank National Association, as Escrow Agent ATTN: Global Corporate Trust Services Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 RE: ESCROW AGREEMENT dated as of May , 2019 (Entity Form) [See Attached] RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement (this the “Escrow Agreement”) among The Boston Beer Company, Inc. (“Purchaser”), DFH Investors LLC (“Seller”) and U.S. Bank National Association as escrow agent (“Escrow Agent”). Ladies and Gentlemen: Pursuant to the provisions of Section 4 of the above-noted Escrow Agreement, Purchaser and Seller hereby instruct Escrow Agent to disburse the amount of $[ ] from the Escrow Account to [Seller] [Purchaser], as provided below: Purchaser Seller Bank Name: Bank Name: Bank Address: Bank Address: ABA No.: ABA No. Account Name: Account Name: Account No.: Account No.: THE BOSTON BEER COMPANY, INC. By: Name: Date: DFH INVESTORS LLC By: Name: Date: EXHIBIT B ASSIGNMENT OF MEMBERSHIP UNITS This ASSIGNMENT OF MEMBERSHIP UNITS, effective as of [ ], 2019, is entered into as of [∙], 2015 (the “Effective Date”), by and between CHS Xxxxxxx, DFH Investors LLC, a Minnesota Delaware limited liability company (“CHSAssignor”), and [∙]The Boston Beer Company, Inc., a [∙] Massachusetts corporation (the “Restricted Party” and, together with CHS, the “PartiesAssignee”). 1.

AUTOMATIC AUTHORIZATION. In the absence of a Joint Written Direction specific written direction to the contrary from Buyer to the extent and Selleras authorized in the applicable escrow agreement, the Escrow Agent U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of permissible alternate instructions. [Schedule A to Escrow Agreement] SCHEDULE B Schedule of Fees for Services as Escrow Agent [ ] [Schedule B to Escrow Agreement] SCHEDULE C Appointed Persons Each of the following person(s) is a Buyer Appointed Person Purchaser Representative authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on BuyerPurchaser’s behalf (only one signature representative required): Name Specimen signature Telephone No No. Name Specimen signature Telephone No No. Name Specimen signature Telephone No (Note: No. If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: Name Specimen signature Telephone No No. Each of the following person(s) is a Seller Appointed Person Representative authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Seller’s Sellers’ behalf (only one signature representative required): Name Specimen signature Telephone No No. Name Specimen signature Telephone No No. Name Specimen signature Telephone No (Note: No. If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations confirmations: Name Specimen signature Telephone No No. [Schedule C to Escrow Agreement] ATTACHMENT 1 FORM OF JOINT WRITTEN DIRECTION U.S. Bank National Association, as Escrow Agent ATTN: Xxxxx Xxxxxxx, Global Corporate Trust Services Address: 0 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000-0000 RE: ESCROW AGREEMENT made and entered into as of , 2022 by and among CALIAN CORP., a Delaware corporation (“Purchaser”), COMPUTEX, INC., a Delaware corporation (“Computex”), STRATOS MANAGEMENT SYSTEMS, INC., a Delaware corporation (“Stratos”), FIRST BYTE COMPUTERS, INC., a Minnesota corporation (“First Byte”) and ENETSOLUTIONS, LLC, Texas limited liability company (“eNetSolutions”, and together with Stratos, Computex and First Byte, each a “Seller” and collectively, “Sellers”), and AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., a Delaware corporation (the “Parent”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as escrow agent hereunder (“Escrow Agent”). Pursuant to Section 4 of the above-referenced Escrow Agreement, Purchaser and Parent hereby instruct Escrow Agent to disburse a total dollar amount equal to [$ ] from the Indemnification Escrow Account to [Purchaser] [,/and] [Computex] [,/and] [Stratos] [,/and] [First Byte] [,/and] [eNetSolutions] to such party(ies) and in the respective amounts, as provided below: Purchaser Computex Stratos First Byte eNetSolutions Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] Bank Name: [ ] Bank Address: [ ] ABA No.: [ ] Account Name: [ ] Account No.: [ ] Amount: [ ] PURCHASER: PARENT: CALIAN CORP., a Delaware corporation AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., a Delaware corporation By: By: Name: Name: Its: Its: [Attachment 1 to Escrow Agreement] EXHIBIT I-1 Restrictive Covenant Agreement E FORM OF TRANSITION SERVICES AGREEMENT (Entity Form) [See Attached] RESTRICTIVE COVENANT .) EXECUTION VERSION FORM OF TRANSITION SERVICES AGREEMENT This Restrictive Covenant Agreement THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into made as of [∙the [ ] day of [ ], 2015 2022 (the “Services Effective Date”), by and between CHS Xxxxxxxamong COMPUTEX, INC., a Texas corporation (“Computex”), STRATOS MANAGEMENT SYSTEMS, INC., a Delaware corporation (“Stratos”), FIRST BYTE COMPUTERS, INC., a Minnesota corporation (“First Byte”) and ENETSOLUTIONS, LLC, a Minnesota Texas limited liability company (“CHSeNetSolutions”), and [∙]AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., a [∙] Delaware corporation, (“AVCT”, and together with Stratos, Computex, First Byte and eNetSolutions, each, individually, a “Seller” and, collectively, the “Restricted Sellers”) and CALIAN CORP., a Delaware corporation (“Purchaser”, and together with the Sellers, each, individually, a “Party” and, together with CHScollectively, the “Parties”). 1Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

AUTOMATIC AUTHORIZATION. In the absence of a Joint Written Direction specific written direction to the contrary from Buyer and Sellercontrary, the Escrow Agent U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Deposit Account. The customer(s) confirm that the U.S. Bank Money Market Deposit Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. SCHEDULE B Schedule of Fees for Services as Escrow Agent Acceptance Fee: $Waived Annual Escrow Fee: $1,500.00 Out-of-Pocket Expenses: $Waived Transactional Costs: $Waived Total due at Execution: $1,500.00 Wire Instructions RBK U.S. Bank N.A. ABA 000000000 BNF US BANK TFM ESCROW Beneficiary Account Number: 104793255431 Beneficiary Account Address: 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Ref: Lexmark and Promise Escrow The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transaction SCHEDULE C Appointed Persons Each of the following person(s) is a Buyer Appointed Person Representative authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Buyer’s Buyers’ behalf (only one signature required): Name Specimen signature Telephone No No. Name Specimen signature Telephone No No. Name Specimen signature Telephone No (Note: No. If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations: Name Telephone No Number Each of the following person(s) is a Seller Appointed Person Representative authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on SellerSellers’ Parent’s behalf (only one signature required): Name Specimen signature Telephone No No. Name Specimen signature Telephone No No. Name Specimen signature Telephone No (Note: No. If only one person is identified above, please add the following language:) The following person not listed above is authorized for call-back confirmations confirmations: Name Telephone No EXHIBIT I-1 Restrictive Covenant Agreement (Entity Form) Number ATTACHMENT 1 FORM OF JOINT WRITTEN DIRECTION [See AttachedTo be completed on closing] RESTRICTIVE COVENANT U.S. Bank National Association, as Escrow Agent ATTN: Global Corporate Trust Services Address: RE: ESCROW AGREEMENT This Restrictive Covenant Agreement (this “Agreement”) is made and entered into as of [∙][ ] by and among [ ] (“Buyers’ Parent”), 2015 Promise Healthcare, Inc. (“Sellers’ Parent”) and U.S. Bank National Association, in its capacity as escrow agent (the “Effective DateEscrow Agent”). Pursuant to Section 4 of the above-referenced Escrow Agreement, Buyers’ Parent and Sellers’ Parent hereby instruct Escrow Agent to disburse the amount of [$ ] from the Deposit Escrow Account to [Buyers’ Parent][Sellers’ Parent], as provided below: Buyers’ Parent Sellers’ Parent Bank Name: Bank Name: Bank Address: Bank Address: ABA No.: _ ABA No. _ Account Name: Account Name: Account No.: Account No.: Lexmark Holding LLC By: Name: Date: Promise Healthcare, Inc. By: Name: Date: SCHEDULE 2.3(b) CURE AMOUNTS FOR PROPOSED ASSIGNED CONTRACTS (Bossier City and Shreveport) Those certain estimate Cure Amounts listed on Schedule 3.8 hereto are incorporated by reference, except any such amount related to that certain Guaranty Agreement dated July 15, 2016 by and between CHS XxxxxxxPromise Hospital of Louisiana, LLCInc. and Varilease Finance, a Minnesota limited liability company Inc. MATERIAL CONTRACTS (“CHS”Bossier City and Shreveport), and [∙], a [∙] (the “Restricted Party” and, together with CHS, the “Parties”). 1