REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2015 • Double Eagle Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2015, is made and entered into by and among Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Double Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
40,000,000 Units1 Double Eagle Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 28th, 2015 • Double Eagle Acquisition Corp. • Blank checks • New York
Double Eagle Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requir
Double Eagle Acquisition Corp. c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman IslandsDouble Eagle Acquisition Corp. • August 28th, 2015 • Blank checks • New York
We are pleased to accept the offer Double Eagle Acquisition LLC (the “Subscriber” or “you”) has made to purchase 12,218,750 ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,593,750 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENT DOUBLE EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 10, 2015Warrant Agreement • September 16th, 2015 • Double Eagle Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 10, 2015, is by and between Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 13th, 2015 • Double Eagle Acquisitions Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2015, by and between DOUBLE EAGLE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
8,000,0000 Shares WillScot Corporation Class A common stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2018 • WillScot Corp • Services-miscellaneous equipment rental & leasing • New York
SENIOR UNSECURED NOTES DUE 2023Indenture • August 7th, 2018 • WillScot Corp • Services-miscellaneous equipment rental & leasing • New York
This Indenture, dated as of August 3, 2018 is by and among Mason Finance Sub, Inc., a Delaware corporation, as issuer (the “Escrow Issuer”), the Guarantors (as defined herein), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity and not in its individual capacity, and together with its permitted successors and assigns in such capacity, the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 1st, 2020 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • Delaware
This Indemnification Agreement (“Agreement”), dated as of _______, 2020 is by and between WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Company”) and ___________________________ (the “Indemnitee”). This Agreement supersedes and replaces in its entirety any previous indemnification agreement entered into between the Company or any of its predecessors, and the Indemintee.
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2019 • WillScot Corp • Services-miscellaneous equipment rental & leasing • Maryland
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Williams Scotsman, Inc., a Maryland corporation (the “Employer”), and Hezron Timothy Lopez, an individual (the “Executive”), effective as of June 17, 2019.
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2023 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Employer”), and Felicia Gorcyca, an individual (the “Executive”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 16th, 2015 • Double Eagle Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 10, 2015 by and between Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
14,000,000 Shares WillScot Mobile Mini Holdings Corp. Common stock, par value $0.0001 per share UNDERWRITING AGREEMENTWillScot Mobile Mini Holdings Corp. • June 25th, 2021 • Services-miscellaneous equipment rental & leasing • New York
Reference is hereby made to (i) the Underwriting Agreement dated June 22, 2021 (the “Underwriting Agreement”) by and among WillScot Mobile Mini Holdings Corp. (the “Company”) and the underwriters named on Schedule I thereto (the “Underwriters”), and (ii) the Preliminary Prospectus Supplement dated June 22, 2021 as supplemented as of the date hereof (the “Preliminary Prospectus Supplement”) in connection with an offering (the “Offering”) of the Company’s Common Stock. Capitalized terms used but not defined in this certificate have the meaning assigned to them in the Underwriting Agreement.
September 10, 2015Letter Agreement • September 16th, 2015 • Double Eagle Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 55,200,000 of the Company’s units (including up to 7,200,000 Units that may be purchased to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration stateme
SIXTH AMENDMENT TO THE ABL CREDIT AGREEMENTAbl Credit Agreement • February 29th, 2024 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • New York
THIS ABL CREDIT AGREEMENT is dated as of July 1, 2020 (as amended by the First Amendment, the LIBOR Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and Sixth Amendment), among WILLIAMS SCOTSMAN HOLDINGS CORP., a Delaware corporation, as Holdings (in such capacity, “Holdings”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (“WS”), as Administrative Borrower (as defined in Section 1 hereof), each of the parties listed on Schedule 1 attached hereto as an Initial Borrower (in such capacity, the “Initial Borrowers”), each of the parties listed on Schedule 1 attached hereto as an Initial Guarantor (in such capacity, the “Initial Guarantors”), certain other Persons party hereto from time to time as Borrowers or Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral agent and administrative agent for itself and the o
SHARE REPURCHASE AGREEMENT September 6, 2021 By and between WILLSCOT MOBILE MINI HOLDINGS CORP. and SAPPHIRE HOLDING S.Á R.L.Share Repurchase Agreement • September 10th, 2021 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • New York
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • September 8th, 2021 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • New York
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of September 7, 2021 (the “Grant Date”) by and between WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Company”), and Timothy Boswell (the “Participant”). This Agreement is being entered into pursuant to the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.
SHAREHOLDERS AGREEMENTShareholders Agreement • July 1st, 2020 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • Delaware
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of July 1, 2020, is entered into by and among WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Company”), Sapphire Holding S.à.r.l. (“Holdings”), TDR Capital II Holdings L.P. (“Parent”) and TDR Capital LLP, in its capacity as manager of Parent (“Manager”, together with Holdings, Parent and each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 3.01(d), the “Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2018 • WillScot Corp • Services-miscellaneous equipment rental & leasing • Delaware
IN WITNESS WHEREOF, the parties have executed this Joinder to the Registration Rights Agreement as of the date set forth above.
7.875% SENIOR SECURED NOTES DUE 2022Supplemental Indenture • December 5th, 2017 • WillScot Corp • Blank checks • New York
This Indenture, dated as of November 29, 2017 is by and among Williams Scotsman International, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity and not in its individual capacity, and together with its permitted successors and assigns in such capacity, the “Trustee”) and as collateral agent (in such capacity and not in its individual capacity, and together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGERShareholders Agreement • March 5th, 2020 • WillScot Corp • Services-miscellaneous equipment rental & leasing • Delaware
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and among [Combined Corporation], a Delaware corporation (the “Company”), Sapphire Holding S.à.r.l. (“Holdings”), TDR Capital II Holdings L.P. (“Parent”) and TDR Capital LLP, in its capacity as manager of Parent (“Manager”, together with Holdings, Parent and each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 3.01(d), the “Shareholders”).
FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • July 1st, 2020 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • New York
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Company”), and [PARTICIPANT NAME] (the “Participant”). This Agreement is being entered into pursuant to the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.
September 10, 2015Letter Agreement • September 16th, 2015 • Double Eagle Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 55,200,000 of the Company’s units (including up to 7,200,000 Units that may be purchased to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant t
TRANSITION, SEPARATION AND RELEASE AGREEMENTTransition, Separation and Release Agreement • May 10th, 2021 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • Delaware
This Confidential Transition, Separation and Release Agreement (“Agreement”) is between Kelly Williams (“Executive”) and WillScot Mobile Mini Holdings Corp. (formerly known as WillScot Corporation) (the “Company”) (hereinafter the “parties”), and is entered into as of February 25, 2021. This Agreement will not become effective until the expiration of seven (7) days from Executive’s execution of this Agreement (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 28, 2024 BY AND AMONGWILLSCOT MOBILE MINI HOLDINGS CORP.,BRUNELLO MERGER SUB I, INC.,BRUNELLO MERGER SUB II, LLC,andMCGRATH RENTCORPAgreement and Plan of Merger • January 29th, 2024 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • Delaware
Page 1. CERTAIN DEFINITIONS; INTERPRETATION 7 1.1 Definitions. 7 1.2 Other Definitional and Interpretative Provisions. 24 2. THE INTEGRATED MERGERS; CLOSING 25 2.1 The Integrated Mergers. 25 2.2 Closing. 25 2.3 Effective Time of the Integrated Mergers. 26 2.4 Effects of the Integrated Mergers. 26 2.5 Surviving Company Governance. 26 2.6 Further Assurances. 27 3. MERGER CONSIDERATION; EFFECT OF THE INTEGRATED MERGERS ON CAPITAL STOCK 27 3.1 Conversion of Shares. 27 3.2 Proration; Election Procedures. 29 3.3 Treatment of Company Equity Awards. 31 3.4 Dissenting Shares. 33 3.5 Procedures for Surrender and Payment. 34 3.6 Certain Adjustments. 36 3.7 Fractional Shares. 36 3.8 Lost, Stolen or Destroyed Certificates. 36 3.9 Withholding Rights. 37 3.10 Transfers of Ownership. 37 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 37 4.1 Corporate Existence and Power. 37 4.2 Corporate Authorization. 38 4.3 Governmental Authorization. 38 4.4 Non-contravention. 39 4.5 Capitalization. 39 4.6 Subsidia
FORM OF RESTRICTED STOCK UNIT AGREEMENTForm of Restricted Stock Unit Agreement • July 1st, 2020 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • New York
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Company”), and [PARTICIPANT NAME] (the “Participant”). This Agreement is being entered into pursuant to the WillScot Mobile Mini Holdings Corp. 2017 Incentive Award Plan (the “Plan”). Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.
WILLSCOT CORPORATION Form of Dealer Manager AgreementWillScot Corp • November 8th, 2018 • Services-miscellaneous equipment rental & leasing • New York
WillScot Corporation, a Delaware corporation (the “Company”), plans to commence an offer (as described in the Prospectus defined below, the “Exchange Offer”) pursuant to which the Company will offer to the holders of certain of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) the opportunity to receive 0.18182 shares (the “Shares”) of class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company in exchange for each of the Company’s Warrants tendered by a holder thereof and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer Material (as defined below). The Company has caused the Exchange Offer Material to be prepared and furnished to you on or prior to the date hereof for use in connection with the Exchange Offer (as defined below). Certain capitalized terms used herein are defined in Section 16 of this Agreement.
WILLIAMS SCOTSMAN INTERNATIONAL, INC. as Issuer 4.625% SENIOR SECURED NOTES DUE 2028 INDENTURE DATED AS OF AUGUST 25, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee and Collateral AgentWilliams Scotsman • August 27th, 2020 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • New York
This SUPPLEMENTAL INDENTURE, dated as of [ ] is by and among Williams Scotsman International, Inc., a Delaware corporation (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”), Deutsche Bank Trust Company Americas, as trustee (in such capacity and not in its individual capacity, the “Trustee”) and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity and not in its individual capacity, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2020 • WillScot Corp • Services-miscellaneous equipment rental & leasing • Delaware
This EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between WillScot Corporation, a Delaware corporation (the "Employer"), and Chris Miner, an individual (the "Executive").
SUBSCRIPTION AGREEMENTSubscription Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2017, by and among WillScot Corporation, a Delaware corporation (the “Company”), and Sapphire Holding S.à r.l., a Luxembourg société à responsabilité limitée (the “Investor”).
Equity Commitment Letter TDR Capital II Holdings L.P. London, WIU 2EUStock Purchase Agreement • November 9th, 2017 • Double Eagle Acquisition Corp. • Blank checks
Reference is made to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of August 21, 2017, among Algeco/Scotsman Holding S.à r.l. (“Algeco/Scotsman”), Algeco Scotsman Global S.à r.l. (“Algeco Global”), Algeco Scotsman Holdings Kft. (“Algeco Holdings” and, collectively with Algeco/Scotsman and Algeco Global, the “Sellers”), Double Eagle Acquisition Corp. (“the “Parent Acquiror”) and Williams Scotsman Holdco Corp. (the “Holdco Acquiror” and together with the Parent Acquiror, the “Acquirors”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 16th, 2015 • Double Eagle Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 10, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), by and among Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 6th, 2017 • Double Eagle Acquisition Corp. • Blank checks • Delaware
This Amendment to Stock Purchase Agreement (this “Amendment”) is made as of September 6, 2017, by and among Algeco Scotsman Global S.à r.l., a Luxembourg société à responsabilité limitée (“Algeco Global”), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (“Algeco Holdings” and together with Algeco Global, each a “Seller” and, collectively, the “Sellers”), Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Parent Acquiror”), and Williams Scotsman Holdings Corp., a Delaware corporation (the “Holdco Acquiror” and together with the Parent Acquiror, collectively, the “Acquirors”). The Sellers and the Acquirors are referred to herein individually as a “Party” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG WILLSCOT CORPORATION, MASON MERGER SUB, INC., MODULAR SPACE HOLDINGS, INC. AND NANOMA LLC, SOLELY IN ITS CAPACITY AS THE HOLDER REPRESENTATIVE June 21, 2018Agreement and Plan of Merger • June 22nd, 2018 • WillScot Corp • Services-miscellaneous equipment rental & leasing • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June 21, 2018, is by and among Modular Space Holdings, Inc., a Delaware corporation (the “Company”), WillScot Corporation, a Delaware corporation (“Parent”), Mason Merger Sub, Inc., a Delaware corporation and an indirect, majority-owned subsidiary of Parent (“Merger Sub”), and NANOMA LLC, solely in its capacity as the representative of the Holders (as defined herein) (the “Holder Representative”). The Company, Parent, Merger Sub and, for the limited purposes set forth herein, the Holder Representative are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2020 • WillScot Corp • Services-miscellaneous equipment rental & leasing • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of March, 2020, by and between WillScot Corporation, a Delaware Corporation (“Parent”) and Kelly Williams (the “Employee”). The Parent and the Employee are hereinafter collectively referred to as the “Parties”.
ESCROW AGREEMENTEscrow Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Delaware
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2017, by and among WillScot Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), Harry E. Sloan (“Sloan”), Double Eagle Acquisition LLC, a limited liability company organized under the laws of the State of Delaware (“Sponsor” and, together with, the “Founder Group”), Sapphire Holding S.à r.l., a Luxembourg société à responsabilité limitée (“Investor”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Each of Sloan, the Sponsor, the Investor and the Escrow Agent are referred to herein individually as a “Party” and collectively as the “Parties.”
