Common use of Escrowed Funds Clause in Contracts

Escrowed Funds. Out of the Closing Date Purchase Payment and as soon as such escrow account is opened, Purchasers shall deposit in escrow with HSBC (“Escrow Agent”): (A) Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) (the “General Escrowed Funds”), in immediately available funds for the general obligations of the Owners set forth hereunder, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in the Escrow Agreement; to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e); and (II) the expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing); provided, however, that subject to the provisions of Section 1.06(b) hereof, the Escrowed Funds shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreements, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General Escrowed Funds shall be paid (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, all as provided in the Escrow Agreement. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewith.

Escrowed Funds. Out 2.1 Promptly after the parties’ execution of this Agreement, CHP II OP will (or will cause one of its affiliates to) pay to Escrow Agent $383,000.00 in immediately available funds (in accordance with written wiring instructions from Escrow Agent). Such funds received by Escrow Agent from CHP II OP hereunder are called herein the “escrowed funds.” 2.2 Escrow Agent will hold the escrowed funds in escrow hereunder. 2.3 Escrow Agent will hold the escrowed funds in its IOLTA trust account as maintained by Escrow Agent from time to time in accordance with the applicable requirements of the Closing Date Purchase Payment State Bar of Georgia. Currently, Escrow Agent maintains its IOLTA trust account with State Bank & Trust Company. The escrowed funds shall be invested only in a cash bank account and as soon as such escrow account is opened, Purchasers shall deposit not in escrow a money market fund or any investments. Any interest or other earnings on the escrowed funds will be disposed of in accordance with HSBC (“Escrow Agent”):’s standard practices for its IOLTA trust account (in accordance with the applicable requirements of the State Bar of Georgia). In general, the net earnings on the IOLTA trust account are paid to the Georgia Bar Foundation. Accordingly, none of the interest or other earnings on the escrowed funds will become part of the escrowed funds. (A) Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) 2.4 RF and CHP II OP agree that the escrowed funds are to be held by Escrow Agent as security for the Notes until the REIT has raised $10,000,000 in gross proceeds in its initial public offering of common stock (the “General Escrowed FundsOffering Threshold”) or, if earlier the principal, interest and any prepayment premiums on the Notes have been paid in full in accordance with their terms (the “Note Satisfaction”), in immediately available either case, at which point the escrowed funds for shall be returned to CHP II OP. Once the general obligations REIT has raised the Offering Threshold in its initial public offering of common stock or upon the Note Satisfaction, CHP II OP shall send written notice to Escrow Agent and RF notifying them of such fact and providing instructions with respect to releasing the Escrow Funds to CHP II OP. Escrow Agent shall thereafter provide RF with ten business days to object, through written notice to Escrow Agent and CHP II OP, to such release of the Owners set forth hereunderescrowed funds, for if it has good reason to believe that neither the obligations Offering Threshold nor Note Satisfaction has been achieved. 2.5 If, prior to the Offering Threshold or Note Satisfaction being achieved, an Event of the Seller Local Entities Default under the Local Purchase Agreements, Notes has occurred and for any other purposes set forth in the Escrow Agreement; to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment not been cured in accordance with Section 1.03(e); and (II) the expiration 2.02 of the Notes, and the Notes shall have become due and payable in accordance with Section 2.02 of the Notes, then RF shall send written notice to Escrow Term as defined in Agent and CHP II OP notifying them of such fact and providing instructions with respect to releasing the Escrow Agreement (18 months following Closing); provided, however, that subject escrowed funds to RF for the benefit of repaying principal and interest to the provisions of Section 1.06(b) hereofNoteholders. Escrow Agent shall thereafter provide CHP II OP with ten business days to object, the Escrowed Funds shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreementsthrough written notice to Escrow Agent and RF, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) to such release of the General Escrowed Funds shall be paid (i) escrowed funds, if it has good reason to Owners’ Representative for distribution upon believe that the completion Notes have not become due and payable in accordance with Section 2.02 of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, all as provided in the Escrow Agreement. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewith.Notes EAST\127084276.1

Escrowed Funds. Out of (a) Adorno & Yoss, P.A., as escrow agent (the Closing Date Purchase Payment and as soon as such escrow account is opened, Purchasers shall deposit in escrow with HSBC (“"Escrow Agent”):") ▇▇▇▇▇ hol▇, ▇elease and disburse pursuant to the terms of this Agreement the sum of $250,000.00 (the "Escrowed Funds"). (Ab) Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) (In the “General Escrowed Funds”)event of a Seller breach of any of its covenants or obligations under Section 3 hereof, in immediately available funds for Purchase shall have the general obligations of right, but not the Owners set forth hereunderobligation, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in the Escrow Agreement; to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e); and (II) the expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing)remedy such Seller's breach; provided, however, that subject if Seller has commenced and is using diligent efforts to comply with Seller's covenants and obligations under Section 3 hereinabove, Purchaser shall, upon Seller's written request, grant Seller a 15 day extension/grace period from the Turnover Date within which Seller shall fully comply with Seller's covenants and obligations under Section 3 hereinabove, prior to being entitled to make any claim to the provisions of Escrowed Funds. In the event that Seller does not timely comply with its covenants or obligations under Section 1.06(b) 3 hereof, the Escrowed Funds shall not be Funds, upon Purchaser written instructions to the limit of Owners’ obligations hereunder or under the Local Purchase AgreementsEscrow Agent and notice to Seller, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General Escrowed Funds shall be paid forwarded to Purchaser to apply towards (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assetsany cost incurred by Purchaser in remedying Seller's breach of, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) damage suffered by Purchaser due to Brilliant Label Manufacturing Ltd.Seller's breach of, a Hong Kong Private limited company Seller's covenants or obligations under Section 3 hereof. (“Brilliant”)c) Upon written instruction from Purchaser confirming Seller's compliance with the terms of this Agreement, the Escrow Agent shall release the Escrowed Funds, or the balance thereof, to Seller, whereupon this Agreement shall be terminated and the parties further obligations hereunder shall be released, unless specifically provided otherwise. Upon full compliance with Seller's covenants and obligations under Section 3 hereof, Seller shall provide written notice thereof to Purchaser and Escrow Agent. Should Escrow Agent not receive written notice from Purchaser by the end of ten (10) days after the Escrow Agent's and Purchaser's receipt of Seller's notice, it shall be presumed that Seller has satisfied its obligations under Section 3, and the Escrowed Funds shall promptly thereupon be released to Seller. (d) If there is any dispute as to whether the Escrow Agent is obligated to deliver any monies, and/or documents which it holds or as to whom said monies and/or documents are to be delivered, the Escrow Agent shall not be obligated to make any delivery, but, in such event, may, in its sole and absolute discretion, hold same until receipt by the Escrow Agent of an Affiliate authorization, in writing, signed by all the parties having an interest in such dispute directing the disposition of Purchaserssame; or, in the absence of such authorization, the Escrow Agent may hold said monies and/or documents until the final determination of the rights of the parties in an appropriate proceeding. The Escrow Agent may rely on any writing signed or purported to be signed by or on behalf of any party without independent investigation on the part of the Escrow Agent to determine the authenticity of such writing. If such written authorization is not given or proceeding for such determination not begun and diligently continued, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies and/or documents in court, pending such determination. In the event that Owners’ Representative has the Escrow Agent places the monies and/or documents that have actually been paid an amount equal thereto from another Affiliate of Purchasers, all as provided delivered to the Escrow Agent in the Registry of the Circuit Court in and for Miami-Dade County, Florida and files an action of interpleader naming the parties hereto, the Escrow Agent shall be released and delivered from any and all further obligation and liability hereunder or in connection herewith. In the event of any such delivery of monies and/or documents by the Escrow Agent into said Registry of the Circuit Court, the Escrow Agent shall be authorized to represent any party to this Escrow Agreement, as the case may be, with respect to any litigation, and in this regard, each party expressly consents and shall not object to such representation. However, in no event shall Escrow Agent withhold payment of the Escrowed Funds or interplead the Escrowed Funds for any alleged violation of the Agreement or any reason other than noncompliance with this Escrow Agreement. (Ce) With The parties hereto hereby release the Escrow Agent from all liability concerning this Escrow Agreement, absent bad faith or fraud, and upon making delivery of the monies and/or documents which the Escrow Agent holds in accordance with the terms of this Escrow Agreement, the Escrow Agent shall have no further liability except for liabilities arising prior to such delivery. The parties hereto hereby jointly and severally indemnify and hold the Escrow Agent harmless from any and all damages or losses arising hereunder or in connection herewith including, but not limited to, all costs and expenses incurred by the Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorneys' fees for the Escrow Agent's attorneys through all trial and appellate levels, except in the case of the Escrow Agent's bad faith or fraud. The Escrow Agent shall receive no fee or compensation for acting as the Escrow Agent with respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated transactions contained herein. However, nothing herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), shall preclude the parties will work together to create Escrow Agent from representing a plan party and timeline receiving legal fees for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewithrepresentation.

Escrowed Funds. Out (a) The Escrow Agent shall promptly invest the Escrowed Funds, including any and all interest and investment income, in accordance with the written instructions provided to the Escrow Agent and signed by the Company. In the absence of written investment instructions from the Company, the Escrow Agent shall deposit and invest the Escrowed Funds, including any and all interest and investment income, in [ • ], a UMB money market deposit account. Any interest received by the Escrow Agent with respect to the Escrowed Funds, including reinvested interest shall become part of the Closing Date Purchase Payment Escrowed Funds, and shall be disbursed pursuant to this Escrow Agreement. The Company agrees that, for tax reporting purposes, all interest or other taxable income earned on the Escrowed Funds in any tax year shall be taxable to the to the person or entity receiving the interest or other taxable income. Notwithstanding anything herein to the contrary, funds in the Escrow Account may only be invested in “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as soon amended. (b) The Escrow Agent shall be entitled to sell or redeem any such investments as such escrow account the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is openednot providing investment supervision, Purchasers shall deposit recommendations, or advice. (c) At any time pursuant to this Escrow Agreement interest and investment income earned on Escrowed Funds deposited in escrow with HSBC the Escrow Account (“Escrow AgentIncome”): (A) Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) (the “General Escrowed Funds”)is to be paid to a subscriber, in immediately available funds for the general obligations of the Owners set forth hereunder, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in the Escrow AgreementAgent shall promptly provide directly to such subscriber the amount of Escrow Income payable to such subscriber; provided that the Escrow Agent is in possession of such subscriber’s executed IRS Form W-9. In the event an executed IRS Form W-9 is not received for each subscriber the Escrow Agent shall have no obligation to be released upon each of: (I) return Escrow Income to any subscriber until after it has received an executed and valid IRS Form W-9 executed by the making of subscriber and shall remit an amount to the Final Working Capital Purchase Price Adjustment subscribers in accordance with Section 1.03(e); the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any Escrow Income attributable to those subscribers for whom the Escrow Agent does not possess an executed IRS Form W-9. Escrow Income shall be remitted to subscribers at the address provided by the Distribution Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, and without any deductions for escrow expenses. (IId) The Company agrees to indemnify and hold the expiration Escrow Agent harmless from and against any and all taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to the Escrowed Funds unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this paragraph shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Term as defined in the Escrow Agreement (18 months following Closing); provided, however, that subject to the provisions of Section 1.06(b) hereof, the Escrowed Funds shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreements, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General Escrowed Funds shall be paid (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, all as provided in the Escrow AgreementAgent. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewith.

Escrowed Funds. Out of the Closing Date Purchase Payment and as soon as such escrow account is openedPayment, Purchasers shall deposit in escrow with HSBC (“"Escrow Agent”"): (A) Nine Seven Million Five Hundred Thousand Dollars (US$9,500,000.00) (the “7,000,000.00)(the "General Escrowed Funds”"), in immediately available funds for the general obligations of the Owners set forth hereunder, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in the Escrow Agreement; to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e1.03 (e); and (II) the expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing); provided, however, that subject to the provisions of Section 1.06(b) hereof, the Escrowed Funds shall not be the limit of Owners’ ' obligations hereunder or under the Local Purchase Agreements, and (B) Two Five Million Five Hundred Thousand Dollars (US$2,500,0005,000,000) of (the "Production Centre Funds" and, together with the General Escrowed Funds shall Funds, the Escrowed Funds") in immediately available funds to be paid (i) to Owners’ Representative for distribution released upon the completion of the Wing Hung Production Centre/Office Centre transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, all as provided in the Escrow AgreementBusiness. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“"Post-Closing Transfers/Actions”"), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewith.

Escrowed Funds. Out Upon the termination of this Agreement, the Closing Date Purchase Payment Escrowed Funds and Escrowed Documents shall be pre-paid insurance premiums, concession inventories, theater supplies from the Escrow Funds distributed as soon as such escrow account is openedfollows: (i) if the Agreement shall be terminated by GG pursuant to Section 10.1(b)(iii)(B), Purchasers the Escrow Agent shall deposit in escrow with HSBC (“pay from the Escrow Agent”): Funds (A) Nine Million Five Hundred Thousand Dollars directly to the landlord, under the Lease, all rent due and owing to the landlord (US$9,500,000.00a "Rental Payment Amount") on the date of the delivery of the Notice of Termination and shall continue to pay such rent as subsequently becomes due for the theater until the earlier of (1) the date on which the GG Group shall first charge admission for entrance to the Theater or (2) the end of the six month period immediately following the delivery of the Notice of Termination and (B) directly to the GG Group all Retention Fees which would have been due and payable to the GG Group through the end of the Contract Year during which the Notice of Termination was delivered to the Clearview Group together with interest at twelve percent per annum on such amount calculated from the date of delivery of the Notice of Termination through the date on which such payment is made by the Escrow Agent to the GG Group (the “General "Retention Fee Amount") and shall release the Escrowed Funds”Documents to the GG Group. Not less than twenty-four hours after the first date upon which the GG Group shall first charge admission for entrance to the Theater, the GG Group shall notify the Escrow Agent in writing of such occurrence (each an "Operation Notice"). If the GG Group shall fail to so notify the Escrow Agent, the Clearview Group may deliver such notice to the Escrow Agent. (ii) if the Agreement shall expire or shall be terminated for any reason other than the termination of the Agreement by the GG Group pursuant to Section 10.1(b)(iii)(B), in immediately available funds for the general obligations of the Owners set forth hereunder, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in the Escrow Agreement; Agent shall immediately release the Escrowed Funds and the Escrowed Documents (other than Exhibit E) signed by the Clearview Group to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e); and (II) the expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing)Clearview Group; provided, however, that subject if the Agreement shall expire or be terminated for a reason other than default by the GG Group, the Escrow Agent shall release to the provisions GG Group the amount of Section 1.06(b) hereof, the Escrowed Escrow Funds shall not be equal to the limit of Owners’ obligations hereunder or amounts owed by the Clearview Group to the GG Group and to the lessors under the Local Purchase AgreementsLeases, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) including amounts due to the GG Group and to the lessors until the Clearview Group shall have delivered possession of the General Escrowed Funds shall be paid (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, all as provided in the Escrow Agreement. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material Theaters to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewithGG Group.

Escrowed Funds. Out (i) Any indemnification payment required to be made by the Companies or the Shareholders pursuant to Sections 11.2 and 11.4 shall first be paid by release of all or a portion, as applicable, of the Closing Date Purchase Payment and Escrowed Funds as soon as such escrow account is opened, Purchasers shall deposit in escrow with HSBC (“Escrow Agent”): (A) Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) (the “General Escrowed Funds”), in immediately available funds for the general obligations of the Owners set forth hereunder, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in Section 2.1 and pursuant to the terms of the Escrow Agreement; . Within three (3) Business Days of liquidation or final determination of claims required to be released upon each of: paid by the Companies or the Shareholders pursuant to Sections 11.2 and 11.4, Buyer and the Companies shall jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to release Escrowed Funds in an amount equal to such indemnification payment (I) or, if such payment exceeds the making amount of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e); and (II) the expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing); provided, however, that subject to the provisions of Section 1.06(b) hereofEscrowed Funds, the entire Escrowed Funds shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreements, andFunds). (Bii) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General The Escrowed Funds shall be paid disbursed as follows: (i1) to Owners’ Representative for distribution upon If the completion amount of the Wing Hung Production Centre/Office transfer Escrowed Funds as of assetsthe date that is the eighteen month anniversary of the Effective Date (such date, the receipt “Escrow Termination Date;” and such amount of Escrowed Funds as of such date, the “Escrow Balance”) exceeds the aggregate amount of the unpaid claims by the Buyer Indemnified Parties (including the entire claimed amount in dispute) associated with all required local permits unresolved claims of the Buyer Indemnified Parties, then within three (3) Business Days thereafter Buyer and licenses, the Companies shall jointly execute and as such assets become fully operational at deliver to the production capacity Escrow Agent a written notice instructing the Escrow Agent to support disburse to the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in Companies from the event that Owners’ Representative has been paid Escrow Account an amount equal thereto from another Affiliate of Purchasers, all as provided in to the amount by which the Escrow AgreementBalance (including any interest and other amounts earned thereon) as of the Escrow Termination Date exceeds the sum of such unpaid amount of unpaid claims. (C2) With respect Following the Escrow Termination Date, each time an unresolved claim of the Buyer Indemnified Parties (an “Unresolved Escrow Claim”) is finally determined in accordance with this Section 11, Buyer and the Companies shall jointly execute and deliver to those Purchased Assets that are intended the Escrow Agent, within three (3) Business Days after the final resolution of each such Unresolved Escrow Claim, a written notice instructing the Escrow Agent to be transferred at Closing but cannot be accomplished in that timeframe or deliver the accomplishment payment from the Escrowed Funds of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions andall amounts, if material any, owing to the Global BusinessBuyer Indemnified Party that asserted such Unresolved Escrow Claim, will agree on and a commercially reasonable escrow written notice instructing the Escrow Agent to disburse to the Companies from the Escrowed Funds an amount equal to secure the performance amount by which the Escrow Balance (including any interest and other amounts earned thereon) as of Owners required in connection therewiththe date of the disbursement exceeds the aggregate amount of the unpaid claims, if any, associated with any remaining Unresolved Escrow Claims.

Escrowed Funds. Out (a) Subject to the terms of this Section 1.15(a), Article 8 hereof and the Escrow Agreement, the Escrow Fund other than the Specified Tax Claim Escrow Amount shall be held until the date that is twelve (12) months after the Closing Date (the “First Escrow Release Date”) in order to ensure the satisfaction of indemnification claims made pursuant to Article 8 of this Agreement, except that all or any portion of the Escrow Fund may be released from such escrow prior to the First Escrow Release Date if Acquiror and the Stockholders’ Committee jointly agree to such release in accordance with the terms of the Escrow Agreement. Promptly following the First Escrow Release Date, the Escrow Fund other than the Specified Tax Claim Escrow Amount shall be released to the Payment Agent pursuant to, and in accordance with, this Agreement, the Payment Agent Agreement and the Escrow Agreement, except for that amount required to be held pursuant to, and in accordance with, the provisions of the Escrow Agreement to satisfy any claims (whether or not disputed) by Acquiror for indemnification made on or prior to such date pursuant to Article 8 of this Agreement and that amount subject to claims of the Stockholders’ Committee for reimbursement of expenses *Confidential Treatment Requested. Omitted portions filed with the Commission. incurred by the Stockholders’ Committee in accordance with the provisions of Section 8.3(b) hereof or for indemnification of the Stockholders’ Committee in accordance with the provisions of Section 8.3(b) hereof. The portion of the Escrow Fund released on the First Escrow Release Date shall be paid by the Payment Agent ratably to the Former Holders in the same proportion as the payment of the Upfront Payment to such persons in accordance with this Agreement. (b) Subject to the terms of this Section 1.15(b), Article 8 hereof and the Escrow Agreement, the Specified Tax Claim Escrow Amount shall be held until the date that is twenty four (24) months after the Closing Date (the “Final Escrow Release Date”) in order to ensure the satisfaction of indemnification claims made pursuant to Article 8 of this Agreement for Specified Tax Claims, except that all or any portion of the Specified Tax Claim Escrow Amount may be released from such escrow prior to the Final Escrow Release Date if Acquiror and the Stockholders’ Committee jointly agree to such release in accordance with the terms of the Escrow Agreement. Promptly following the Final Escrow Release Date, the Specified Tax Claim Escrow Amount shall be released to the Payment Agent pursuant to, and in accordance with, this Agreement, the Payment Agent Agreement and the Escrow Agreement, except for that amount required to be held pursuant to, and in accordance with, the provisions the Escrow Agreement to satisfy any claims (whether or not disputed) by Acquiror for indemnification made on or prior to such date pursuant to Article 8 of this Agreement and that amount subject to claims of the Stockholders’ Committee for reimbursement of expenses incurred by the Stockholders’ Committee in accordance with the provisions of Section 8.3(b) hereof or for indemnification of the Stockholders’ Committee in accordance with the provisions of Section 8.3(b) hereof. The portion of the Escrow Fund released on the Final Escrow Release Date shall be paid by the Payment Agent ratably to the Former Holders in the same proportion as the payment of the Upfront Payment to such persons in accordance with this Agreement. This Section 1.15(b) shall not be applicable if before the first anniversary of the Closing Date Purchase Payment and as soon as such escrow account is opened, Purchasers Acquiror shall deposit have made Specified Tax Claims in escrow with HSBC (“Escrow Agent”): (A) Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) (the “General Escrowed Funds”), in immediately available funds for the general obligations of the Owners set forth hereunder, for the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in the Escrow Agreement; to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e); and (II) the expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing); provided, however, that subject to the provisions of Section 1.06(b) hereof, the Escrowed Funds shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreements, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General Escrowed Funds shall be paid (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an aggregate amount equal thereto from another Affiliate of Purchasers, all as provided in to or greater than the Special Tax Claim Escrow AgreementAmount. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewith.

Escrowed Funds. Out (a) On the Closing Date, the Acquiror shall deposit $8,270,000 (the "Escrowed Funds") with Wachovia Bank National Association, Corporate Trust Administration-VA 9646, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 3rd Floor, Richmond, VA 23219, Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Escrow Agent"), by wire transfer of immediately available funds to such bank and account specified by the Escrow Agent. (b) The Escrowed Funds shall be held by the Escrow Agent pursuant to the terms and conditions set forth in Section 1.3(c) of this Agreement, and the Escrow Agreement to be entered into on the Closing Date among the Acquiror, the Seller and the Escrow Agent, in the form attached hereto as Exhibit C (the "Escrow Agreement"). (c) Except as provided below, the Seller will be entitled to obtain a disbursement from the Escrowed Funds in the amount of $1,654,000 on each of the first five anniversaries of the Closing Date Purchase Payment (collectively, the "Atlanta Installment Payments"). If the Company for any reason ceases to provide FBO services at the Atlanta ▇▇▇▇▇▇▇▇▇▇ Airport (the "Atlanta FBO Location") or receives notification that it will be required to cease to provide FBO services at the Atlanta FBO Location prior to payment in full of the Atlanta Installment Payments, the Atlanta Installment Payments not yet disbursed from escrow will be disbursed from escrow to the Acquiror in accordance with the Escrow Agreement after the earlier to occur of the date on which the Company ceases to provide such FBO services or the date the Company receives the aforementioned notification. If, prior to disbursement from escrow of all the Atlanta Installment Payments, the Company, a Subsidiary of the Company or an affiliate of the Acquiror enters into a lease and agreement for services at the Atlanta FBO Location with a lease term of at least five years and approvals from all requisite authorities relating thereto shall have been obtained (a "Qualifying Lease"), then the Atlanta Installment Payments not yet disbursed from escrow will be disbursed from escrow in accordance with the Escrow Agreement as soon follows: (i) if the Final Price (as defined below) is greater than or equal to $10,270,000, then 100% of such escrow account payments shall be disbursed to the Seller; or (ii) if the Final Price is openedless than $10,270,000, Purchasers shall deposit in escrow with HSBC (“Escrow Agent”): then an amount equal to the Final Price less (A) Nine Million Five Hundred Thousand Dollars all Atlanta Installment Payments previously disbursed to the Seller and (US$9,500,000.00B) ($2,000,000, shall be disbursed to the “General Escrowed Funds”)Seller, and any funds remaining in immediately available funds for the general obligations escrow, excluding investment income, shall be disbursed to the Acquiror. Investment income earned on the Atlanta Installment Payments will be retained in the escrow account until final disbursement and such income will be allocated and disbursed between the Seller and the Acquiror pro rata based on the amount of the Owners set forth hereunder, for the obligations Atlanta Installment Payments disbursed to each of the Seller Local Entities under and the Local Purchase Agreements, and for any other purposes set forth in the Escrow Agreement; to be released upon each of: (I) the making of the Final Working Capital Purchase Price Adjustment in accordance with Section 1.03(e); and (II) the expiration of the Escrow Term as defined in the Escrow Agreement (18 months following Closing); provided, however, that subject to the provisions of Section 1.06(b) hereof, the Escrowed Funds shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreements, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General Escrowed Funds shall be paid (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, all as provided in the Escrow AgreementAcquiror. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewith.

Escrowed Funds. Out An escrow fund in the initial amount of ONE HUNDRED THOUSAND DOLLARS ($100,000) ("Escrow Fund") will be established by the payment by ▇▇▇▇▇▇ to Reinsurer at Closing to cover on-going differences between Reinsured Policy Obligations and other liabilities or claims asserted or threatened against Reinsurer which Reinsurer elects to pay out of the Closing Date Purchase Payment and as soon as such escrow account is opened, Purchasers shall deposit in escrow with HSBC (“Escrow Agent”): (A) Nine Million Five Hundred Thousand Dollars (US$9,500,000.00) (the “General Escrowed Funds”), in immediately available funds for the general obligations fund. The "Adjudication Rules" applicable to claims payable out of the Owners set forth hereunderEscrow Fund shall be as follows. Prior to paying same, Reinsurer shall provide written notice to ▇▇▇▇▇▇ (or their designated agent) in effect requesting approval to make the payment and setting a time limit for receipt of approval or disapproval in writing from such agent, the obligations of the Seller Local Entities under the Local Purchase Agreements, and for any other purposes set forth in the Escrow Agreement; time limit to be released upon each of: not less than twenty-four hours but longer if the circumstances permit (I) not to exceed three business days). If said agent approves the making of the Final Working Capital Purchase Price Adjustment payment, or fails to respond as aforesaid within said time limit, Reinsurer shall make the payment in accordance with Section 1.03(e); said request. If said agent disapproves the making of such payment, ▇▇▇▇▇▇ shall be liable for all consequences resulting therefrom, and (II) shall indemnify, defend and hold harmless Reinsurer against all "Losses" as a result thereof as defined and set forth in Article XV hereof. If Reinsurer elects to make such payment notwithstanding disapproval as aforesaid, Reinsurer shall provide prompt notice thereof to ▇▇▇▇▇▇, in which case ▇▇▇▇▇▇ may protest the payment of same out of the Escrow Fund by giving notice pursuant to the Arbitration Agreement, thereby initiating an arbitration proceeding regarding such matter. In respect to the arbitration of such matter, the Arbitrating Panel shall presume that Reinsurer's payment was justified and should have been made, and give weight to the practical need to make payments when the amount in controversy is relatively low, compared to the costs and risks of engaging in a contested claim process with the claimant, and ▇▇▇▇▇▇ shall have the burden of proof before the Arbitrating Panel. The amount in the Escrow Fund shall be replenished by ▇▇▇▇▇▇ within ten days following notice from Reinsurer that it has fallen below the "minimum" amount. The minimum amount shall be the initial $100,000, declining $1,000 per month, except that it shall not decline below $50,000. The fund shall be entrusted to Reinsurer, in trust, to hold for ▇▇▇▇▇▇ as the owner thereof, pursuant to this Agreement, and ▇▇▇▇▇▇ shall be credited with the interest income earned thereon. Said Escrow Fund shall be maintained in a money market account selected by Reinsurer. The balance remaining in the Escrow Fund shall be returned to ▇▇▇▇▇▇ upon the expiration of a thirty-six- month period when there has been no claim made that is the subject of reimbursement from the Escrow Term Fund as provided herein. The fact that a claim is paid or settled out of the Escrow Fund shall not relieve ▇▇▇▇▇▇ from its duty to indemnify, defend and hold harmless Reinsurer as provided in this Agreement to the extent of any "Loss" (as defined in this Article XV) in excess of the amount paid from the Escrow Agreement (18 months following Closing); provided, however, that subject to the provisions of Section 1.06(b) hereof, the Escrowed Funds shall not be the limit of Owners’ obligations hereunder or under the Local Purchase Agreements, and (B) Two Million Five Hundred Thousand Dollars (US$2,500,000) of the General Escrowed Funds shall be paid (i) to Owners’ Representative for distribution upon the completion of the Wing Hung Production Centre/Office transfer of assets, the receipt of all required local permits and licenses, and as such assets become fully operational at the production capacity to support the acquired Global Business or (ii) to Brilliant Label Manufacturing Ltd., a Hong Kong Private limited company (“Brilliant”), an Affiliate of Purchasers, in the event that Owners’ Representative has been paid an amount equal thereto from another Affiliate of Purchasers, all as provided in the Escrow AgreementFund. (C) With respect to those Purchased Assets that are intended to be transferred at Closing but cannot be accomplished in that timeframe or the accomplishment of certain actions or results as contemplated herein that must be obtained post-Closing (“Post-Closing Transfers/Actions”), the parties will work together to create a plan and timeline for completing/obtaining such Post-Closing Transfers/Actions and, if material to the Global Business, will agree on a commercially reasonable escrow amount to secure the performance of Owners required in connection therewith.