THIS ESCROW AGREEMENT (this Agreement) is made and entered into as of February 10, 2020, by and among Landscape Acquisition Holdings Limited, a company incorporated in the British Virgin Islands (Landscape), AP WIP Investments Holdings, LP, a Delaware limited partnership (the Company), Associated Partners, L.P., as the representative of the Company Partners (as defined in the Merger Agreement (as defined below) (the Company Partners Representative, and together with Landscape and the Company, sometimes referred to individually as a Party and collectively as the Parties), and Citibank, N.A., as escrow agent (the Escrow Agent).
WHEREAS, the Parties and certain other parties have entered into that certain Agreement and Plan of Merger dated November 19, 2019 (as the same may be amended from time to time, the Merger Agreement) pursuant to which the Parties have agreed to establish the Escrow Account (as defined below) to hold cash in the amount of $10,000,000 (the Escrow Amount) to be (x) used solely for the applicable purposes set forth in the Merger Agreement and (y) disbursed by the Escrow Agent in accordance with the terms and provisions of this Agreement. Capitalized terms used herein but not defined shall have the meanings set forth in the Merger Agreement; provided however, the Escrow Agent shall not be responsible for determining or making any inquiry into any term, capitalized, or otherwise, not defined herein;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Appointment. The Parties hereby appoint the Escrow Agent as their escrow agent, for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment and agrees to act as escrow agent in accordance with the terms and conditions set forth herein.
2. Escrow Funds.
(a) Simultaneous with the execution and delivery of this Agreement, Landscape is depositing with the Escrow Agent the Escrow Amount in immediately available funds. The Escrow Agent hereby acknowledges receipt of the Escrow Amount, together with all products and proceeds thereof, including all interest, dividends, gains and other income (collectively, the Escrow Earnings) earned with respect thereto (collectively, the Escrow Funds) in a separate and distinct account (the Escrow Account), subject to the terms and conditions of this Agreement.
(b) For greater certainty, all escrow earnings shall be retained by the Escrow Agent and reinvested in the Escrow Funds and shall become part of the Escrow Funds and shall be disbursed as part of the Escrow Funds in accordance with the terms and conditions of this Agreement; provided, however, that Landscape and the Company Partners Representative acknowledge and agree that in accordance with Section 13.6 of the Merger Agreement, Landscape and the Company Partners Representative shall provide a Joint Release Instruction to the Escrow Agent to release an amount to Landscape equal to (x) the amount of any taxable income recognized by Landscape in respect of the Escrow Earnings multiplied by (y) twenty-five percent (25%).