Common use of Publication; Disclosure Clause in Contracts

Publication; Disclosure. By executing this Escrow Agreement, the Parties agree with the Escrow Agent that this Escrow Agreement (including related attachments) contains certain information that is sensitive and confidential in nature and agree that they will not disclose this Escrow Agreement to any person, except for their representatives who have been instructed to keep such information confidential, except as may be required by applicable law or legal process. In the event that disclosure is required by applicable law or legal process, the Parties agree, to the extent legally permissible, to notify the Escrow Agent upon becoming aware of such legal requirement and consult with the Escrow Agent regarding reasonable measures to mitigate any risks associated with the publication or disclosure of this Escrow Agreement and information contained herein, including, without limitation, the redaction of the manual signatures of the signatories to this Escrow Agreement, redaction of any account numbers and/or wiring instructions, or, in the alternative, publishing a conformed copy of this Escrow Agreement. If any Party becomes aware of any threatened or actual unauthorized disclosure, publication or use of this Escrow Agreement, that Party shall promptly notify in writing the other Parties and the Escrow Agent. EXHIBIT A Agency and Custody Account Direction For Cash Balances Xxxxx Fargo Money Market Deposit Accounts Direction to use the following Xxxxx Fargo Money Market Deposit Accounts for Cash Balances for the escrow account or accounts (the “Account”) established under the Escrow Agreement to which this EXHIBIT A is attached. You are hereby directed to deposit, as indicated below, or as the Parties shall direct further in writing from time to time, all cash in the Account in the following money market deposit account of Xxxxx Fargo Bank, National Association: Xxxxx Fargo Money Market Deposit Account (MMDA) The Parties understand that amounts on deposit in the MMDA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000. The Parties acknowledge that the Parties have full power to direct investments of the Account. The Parties understand that the Parties may change this direction at any time and that it shall continue in effect until revoked or modified by the Parties by written notice to you. 40775103v5 EXHIBIT C Corporate Trust Services FEES OF ESCROW AGENT Schedule of fees to provide escrow agent services TDS Broadband Service LLC Working Capital & Indemnity Escrow Account Approximate size: $2,000,000 Indemnity Escrow Fund $750,000 Working Capital Escrow Fund Acceptance fee Waived A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing. Annual administration fee $3,500 An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; cash management transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the Parties. The administration fee is payable annually in advance per escrow agreement. The first installment of the administrative fee is payable at closing. Out-of-pocket expenses At cost Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Xxxxx Fargo. Extraordinary services Standard rate The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Xxxxx Fargo’s rates for such services in effect at the time the expense is incurred. The review of complex tax forms, including by way of example but not limited to IRS Form W-8IMY, shall be considered extraordinary services. Assumptions This proposal is based upon the following assumptions with respect to the role of escrow agent:  Number of escrow accounts to be established: 2  Amount of escrow: $ 2,750,000 o Working capital: $750,000 o Indemnity: $2,000,000  Term of escrow: o Working capital: Approximately 120 days o Indemnity: 12 months  Number of tax reporting parties: 3  Number of parties to the transaction: 4  Number of cash transactions (deposits/disbursements): 2 deposits / 5 disbursements  Fees quoted assume all transaction account balances will be held uninvested or invested in select Xxxxx Fargo Bank, N.A. deposit products.  Disbursements shall be made only to the Parties specified in the agreement. Any payments to other parties are at the sole discretion and subject to the requirements of Xxxxx Fargo and shall be considered extraordinary services.

Publication; Disclosure. By executing this Escrow Agreement, the Parties agree with the Acquiror, Shareholder Representative and Escrow Agent acknowledge that this Escrow Agreement (including related attachments) contains certain information that is sensitive and confidential in nature and agree that they will not disclose such information needs to be protected from improper disclosure (subject to the parties’ right to enforce this Escrow Agreement), including the publication or dissemination of this Escrow Agreement and related information to any person, except for their representatives who have been instructed individuals or entities not a party to keep such information confidential, except as may be required by applicable law or legal processthis Escrow Agreement. In the event that disclosure is required by applicable law or legal process, the Parties agree, The parties further agree to the extent legally permissible, to notify the Escrow Agent upon becoming aware of such legal requirement and consult with the Escrow Agent regarding take reasonable measures to mitigate any risks associated with the publication or disclosure of this Escrow Agreement and information contained hereintherein in contravention of the previous sentence, including, without limitation, including the redaction of the manual signatures of the signatories to this Escrow Agreement, redaction of any account numbers and/or wiring instructions, or, in the alternative, publishing a conformed copy of this Escrow Agreement. If any Party becomes aware of any threatened a party must disclose or actual unauthorized disclosure, publication or use of publish this Escrow AgreementAgreement or information contained therein pursuant to any regulatory, that Party statutory, or governmental requirement, as well as any judicial, or administrative order, subpoena or discovery request, it shall promptly notify in writing the other Parties and the Escrow Agent. EXHIBIT A Agency and Custody Account Direction For Cash Balances Xxxxx Fargo Money Market Deposit Accounts Direction to use the following Xxxxx Fargo Money Market Deposit Accounts for Cash Balances for the escrow account or accounts (the “Account”) established under the Escrow Agreement to which this EXHIBIT A is attached. You are hereby directed to deposit, as indicated below, or as the Parties shall direct further in writing from time to time, all cash in the Account in the following money market deposit account of Xxxxx Fargo Bank, National Association: Xxxxx Fargo Money Market Deposit Account (MMDA) The Parties understand that amounts on deposit in the MMDA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000. The Parties acknowledge that the Parties have full power to direct investments of the Account. The Parties understand that the Parties may change this direction at any time and that it shall continue in effect until revoked or modified by the Parties by written notice to you. 40775103v5 EXHIBIT C Corporate Trust Services FEES OF ESCROW AGENT Schedule of fees to provide escrow agent services TDS Broadband Service LLC Working Capital & Indemnity Escrow Account Approximate size: $2,000,000 Indemnity Escrow Fund $750,000 Working Capital Escrow Fund Acceptance fee Waived A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing. Annual administration fee $3,500 An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; cash management transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the Parties. The administration fee is payable annually in advance per escrow agreement. The first installment of the administrative fee is payable at closing. Out-of-pocket expenses At cost Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Xxxxx Fargo. Extraordinary services Standard rate The charges for performing services not contemplated parties at the time of execution of this Escrow Agreement (or the governing documents applicable subsequent time) of the legal requirement to do so. All obligations of Escrow Agent under this Section 10.13 are subject to and consistent with Section 7(j). [The next page is the signature page.] The parties have executed and delivered this Escrow Agreement as of the date first written above. ACQUIROR: FINTECH ECOSYSTEM DEVELOPMENT CORP. By: Name: Title: SHAREHOLDER REPRESENTATIVE: XXXXX XXXXXXXX ESCROW AGENT: COMPUTERSHARE TRUST COMPANY, N.A., solely in its capacity as Escrow Agent hereunder By: Name: Title: ESCROW AGREEMENT SCHEDULE A-1 Acquiror certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Schedule A-1 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Acquiror, and that the option checked in Part III of this Schedule A-1 is the security procedure selected by Acquiror for use in verifying that a funds transfer instruction received by Escrow Agent is that of Acquiror. Acquiror has reviewed each of the security procedures and has determined that the option checked in Part III of this Schedule A-1 best meets its requirements; given the size, type and frequency of the instructions it will issue to Escrow Agent. By selecting the security procedure specified in Part III of this Schedule A-1, Acquiror acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not specifically covered elsewhere authorized, issued in this schedule will be at Xxxxx Fargo’s rates for such services its name and accepted by Escrow Agent in effect at compliance with the time the expense is incurred. The review of complex tax forms, including particular security procedure chosen by way of example but not limited to IRS Form W-8IMY, shall be considered extraordinary services. Assumptions This proposal is based upon the following assumptions with respect to the role of escrow agent:  Number of escrow accounts to be established: 2  Amount of escrow: $ 2,750,000 o Working capital: $750,000 o Indemnity: $2,000,000  Term of escrow: o Working capital: Approximately 120 days o Indemnity: 12 months  Number of tax reporting parties: 3  Number of parties to the transaction: 4  Number of cash transactions (deposits/disbursements): 2 deposits / 5 disbursements  Fees quoted assume all transaction account balances will be held uninvested or invested in select Xxxxx Fargo Bank, N.A. deposit products.  Disbursements shall be made only to the Parties specified in the agreement. Any payments to other parties are at the sole discretion and subject to the requirements of Xxxxx Fargo and shall be considered extraordinary servicesAcquiror.

Publication; Disclosure. By executing this Escrow Agreement, the Parties agree with the Escrow Agent that this Escrow Agreement (including related attachments) contains certain information that is sensitive and confidential in nature and agree that they will not disclose this Escrow Agreement to any person, except for their representatives who have been instructed to keep such information confidential, except as may be required by applicable law or legal process. In the event that disclosure is required by applicable law or legal process, the Parties agree, to the extent legally permissible, to notify the Escrow Agent upon becoming aware of such legal requirement and consult with the Escrow Agent regarding reasonable measures to mitigate any risks associated with the publication or disclosure of this Escrow Agreement and information contained herein, including, without limitation, the redaction of the manual signatures of the signatories to this Escrow Agreement, redaction of any account numbers and/or wiring instructions, or, in the alternative, publishing a conformed copy of this Escrow Agreement. If any Party becomes aware of any threatened or actual unauthorized disclosure, publication or use of this Escrow Agreement, that Party shall promptly notify in writing the other Parties and the Escrow Agent. EXHIBIT A Agency and Custody Account Direction For Cash Balances Xxxxx Fargo Money Market Deposit Accounts Direction to use the following Xxxxx Fargo Money Market Deposit Accounts for Cash Balances for the escrow account or accounts (the “Account”) established under the Escrow Agreement to which this EXHIBIT A is attached. You are hereby directed to deposit, as indicated below, or as the Parties shall direct further in writing from time to time, all cash in the Account in the following money market deposit account of Xxxxx Fargo Bank, National Association: Xxxxx Fargo Money Market Deposit Account (MMDA) The Parties understand that amounts on deposit in the MMDA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000. The Parties acknowledge that the Parties have full power to direct investments of the Account. The Parties understand that the Parties may change this direction at any time and that it shall continue in effect until revoked or modified by the Parties by written notice to you. 40775103v5 EXHIBIT C Corporate Trust Services FEES OF ESCROW AGENT Schedule of fees to provide escrow agent services TDS Broadband Service LLC Working Capital & Indemnity Escrow Account Approximate size: $2,000,000 Indemnity Escrow Fund $750,000 Working Capital Escrow Fund Acceptance fee Waived A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing. Annual administration fee $3,500 An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; cash management transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the Parties. The administration fee is payable annually in advance per escrow agreement. The first installment of the administrative fee is payable at closing. Out-of-pocket expenses At cost Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Xxxxx Fargo. Extraordinary services Standard rate The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Xxxxx Fargo’s rates for such services in effect at the time the expense is incurred. The review of complex tax forms, including by way of example but not limited to IRS Form W-8IMY, shall be considered extraordinary services. Assumptions This proposal is based upon the following assumptions with respect to the role of escrow agent:  • Number of escrow accounts to be established: 2  • Amount of escrow: $ 2,750,000 o Working capital: $750,000 o Indemnity: $2,000,000  • Term of escrow: o Working capital: Approximately 120 days o Indemnity: 12 months  • Number of tax reporting parties: 3  • Number of parties to the transaction: 4  • Number of cash transactions (deposits/disbursements): 2 deposits / 5 disbursements  • Fees quoted assume all transaction account balances will be held uninvested or invested in select Xxxxx Fargo Bank, N.A. deposit products.  • Disbursements shall be made only to the Parties specified in the agreement. Any payments to other parties are at the sole discretion and subject to the requirements of Xxxxx Fargo and shall be considered extraordinary services.

Publication; Disclosure. By executing this Escrow Agreement, the Parties agree with the Acquiror, Member Representative and Escrow Agent acknowledge that this Escrow Agreement (including related attachments) contains certain information that is sensitive and confidential in nature and agree that they will not disclose such information needs to be protected from improper disclosure (subject to the parties’ right to enforce this Escrow Agreement), including the publication or dissemination of this Escrow Agreement and related information to any person, except for their representatives who have been instructed individuals or entities not a party to keep such information confidential, except as may be required by applicable law or legal processthis Escrow Agreement. In the event that disclosure is required by applicable law or legal process, the Parties agree, The parties further agree to the extent legally permissible, to notify the Escrow Agent upon becoming aware of such legal requirement and consult with the Escrow Agent regarding take reasonable measures to mitigate any risks associated with the publication or disclosure of this Escrow Agreement and information contained hereintherein in contravention of the previous sentence, including, without limitation, including the redaction of the manual signatures of the signatories to this Escrow Agreement, redaction of any account numbers and/or wiring instructions, or, in the alternative, publishing a conformed copy of this Escrow Agreement. If any Party becomes aware of any threatened a party must disclose or actual unauthorized disclosure, publication or use of publish this Escrow AgreementAgreement or information contained therein pursuant to any regulatory, that Party statutory, or governmental requirement, as well as any judicial, or administrative order, subpoena or discovery request, it shall promptly notify in writing the other Parties and the Escrow Agent. EXHIBIT A Agency and Custody Account Direction For Cash Balances Xxxxx Fargo Money Market Deposit Accounts Direction to use the following Xxxxx Fargo Money Market Deposit Accounts for Cash Balances for the escrow account or accounts (the “Account”) established under the Escrow Agreement to which this EXHIBIT A is attached. You are hereby directed to deposit, as indicated below, or as the Parties shall direct further in writing from time to time, all cash in the Account in the following money market deposit account of Xxxxx Fargo Bank, National Association: Xxxxx Fargo Money Market Deposit Account (MMDA) The Parties understand that amounts on deposit in the MMDA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (“FDIC”), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000. The Parties acknowledge that the Parties have full power to direct investments of the Account. The Parties understand that the Parties may change this direction at any time and that it shall continue in effect until revoked or modified by the Parties by written notice to you. 40775103v5 EXHIBIT C Corporate Trust Services FEES OF ESCROW AGENT Schedule of fees to provide escrow agent services TDS Broadband Service LLC Working Capital & Indemnity Escrow Account Approximate size: $2,000,000 Indemnity Escrow Fund $750,000 Working Capital Escrow Fund Acceptance fee Waived A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing. Annual administration fee $3,500 An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; cash management transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the Parties. The administration fee is payable annually in advance per escrow agreement. The first installment of the administrative fee is payable at closing. Out-of-pocket expenses At cost Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Xxxxx Fargo. Extraordinary services Standard rate The charges for performing services not contemplated parties at the time of execution of this Escrow Agreement (or the governing documents applicable subsequent time) of the legal requirement to do so. All obligations of Escrow Agent under this Section 10.13 are subject to and consistent with Section 7(j). [The next page is the signature page.] The parties have executed and delivered this Escrow Agreement as of the date first written above. ACQUIROR: FINTECH ECOSYSTEM DEVELOPMENT CORP. By: Name: Title: MEMBER REPRESENTATIVE: XXXXXXX XXXXX ESCROW AGENT: COMPUTERSHARE TRUST COMPANY, N.A., solely in its capacity as Escrow Agent hereunder By: Name: Title: ESCROW AGREEMENT SCHEDULE A-1 Acquiror certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Schedule A-1 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Acquiror, and that the option checked in Part III of this Schedule A-1 is the security procedure selected by Acquiror for use in verifying that a funds transfer instruction received by Escrow Agent is that of Acquiror. Acquiror has reviewed each of the security procedures and has determined that the option checked in Part III of this Schedule A-1 best meets its requirements; given the size, type and frequency of the instructions it will issue to Escrow Agent. By selecting the security procedure specified in Part III of this Schedule A-1, Acquiror acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not specifically covered elsewhere authorized, issued in this schedule will be at Xxxxx Fargo’s rates for such services its name and accepted by Escrow Agent in effect at compliance with the time the expense is incurred. The review of complex tax forms, including particular security procedure chosen by way of example but not limited to IRS Form W-8IMY, shall be considered extraordinary services. Assumptions This proposal is based upon the following assumptions with respect to the role of escrow agent:  Number of escrow accounts to be established: 2  Amount of escrow: $ 2,750,000 o Working capital: $750,000 o Indemnity: $2,000,000  Term of escrow: o Working capital: Approximately 120 days o Indemnity: 12 months  Number of tax reporting parties: 3  Number of parties to the transaction: 4  Number of cash transactions (deposits/disbursements): 2 deposits / 5 disbursements  Fees quoted assume all transaction account balances will be held uninvested or invested in select Xxxxx Fargo Bank, N.A. deposit products.  Disbursements shall be made only to the Parties specified in the agreement. Any payments to other parties are at the sole discretion and subject to the requirements of Xxxxx Fargo and shall be considered extraordinary servicesAcquiror.