[EXECUTION COPY]

DEPOSIT ESCROW AGREEMENT

THIS DEPOSIT ESCROW AGREEMENT (this Agreement) is entered into as of July
17, 2015, by and among Integrity Healthcare, LLC, a Delaware limited liability company
(Integrity), Daughters of Charity Health System, a California nonprofit religious corporation
(DCHS), and Citibank National Association, as escrow agent (the Escrow Agent). Integrity,
DCHS and Escrow Agent are sometimes referred to herein individually as a Party and
collectively as the Parties. All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the System Agreement (as defined below).
RECITALS
WHEREAS, on the terms and subject to the conditions of that certain System
Restructuring and Support Agreement, dated as of the date hereof (as the same may be amended,
supplemented or otherwise modified from time to time, the System Agreement) DCHS, the
Daughters of Charity Ministry Services Corporation, a California nonprofit religious corporation
and the sole corporate member of DCHS (DOCMSC), BlueMountain Capital Management,
LLC, a Delaware limited liability company (Blue Mountain), and Integrity, have agreed that,
subject to satisfaction of various conditions, a series of transactions will be consummated
pursuant to which, among other things, Integrity (or its affiliate) will manage the business of
DCHS, as described in the System Agreement;
WHEREAS, simultaneously with the execution of the System Agreement Integrity has
agreed to make a deposit of Forty Million Dollars ($40,000,000) to an escrow account held by
the Escrow Agent in accordance with the terms and conditions set forth herein (the Deposit);
and
WHEREAS, the Escrow Agent is willing to act as escrow agent hereunder.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and incorporating
the recitals set forth above, Integrity, DCHS and the Escrow Agent hereby agree as follows:
1.
Appointment of Escrow Agent. Integrity and DCHS do hereby appoint and
designate the Escrow Agent as escrow agent for the purposes set forth herein and the Escrow
Agent does hereby accept such appointment under the terms and conditions set forth herein.
2.
Receipt of Escrow Funds. Integrity shall concurrently herewith deposit with the
Escrow Agent the sum of Forty Million Dollars ($40,000,000). The foregoing funds, plus all
interest, dividends and other distributions and payments thereon received by the Escrow Agent
are collectively referred to herein as the Escrow Funds.
3.
Rights to Escrow Funds. Except as expressly provided herein or in the System
Agreement, neither Integrity nor DCHS shall have any right, title or interest in or possession of
any of the Escrow Funds. Therefore: (a) none of such parties shall have the ability to pledge,
convey, hypothecate or grant a security interest in any portion of the Escrow Funds, and (b) the

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Escrow Agent shall be in sole possession of the Escrow Funds and will not act or be deemed to
act as custodian for any party for purposes of perfecting a security interest therein. Accordingly,
no person (other than the Escrow Agent itself) shall have any right to have or to hold any of the
Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in
the Escrow Funds.
4.
Investment of Escrow Funds. The Escrow Agent shall invest and reinvest the
Escrow Funds in separate accounts and in accordance with the joint written direction of Integrity
and DCHS, or, in the absence thereof, in a noninterest-bearing transaction account insured by
the Federal Deposit Insurance Corporation (FDIC) to the applicable limits. The Escrowed
Funds shall at all times remain available for distribution. The Escrow Agent is authorized to
establish a noninterest-bearing transaction account for the Escrowed Funds and to transfer cash
balances between the Escrow Account and its respective noninterest-bearing transaction account
as necessary to facilitate transactions as contemplated by this Escrow Agreement. The Escrow
Funds and all investments thereof shall be held and, if registerable, shall be registered in the
name of the Escrow Agent under Escrow Agreement dated July 17, 2015. The Escrow Agent
shall have no obligation to invest or reinvest the Escrow Funds if deposited with the Escrow
Agent after 11:00 a.m. (PT) on such day of deposit. Instructions received after 11:00 a.m. (PT)
will be treated as if received on the following business day. The Escrow Agent shall have no
responsibility for any investment losses resulting from the investment, reinvestment or
liquidation of the Escrow Funds. Any interest or other income received on such investment and
reinvestment of the Escrow Funds shall become part of the Escrow Funds and any losses
incurred on such investment and reinvestment of the Escrow Funds shall be debited against the
Escrow Funds. It is agreed and understood that the Escrow Agent may earn fees associated with
the investments outlined above in accordance with the terms of such investments.
Notwithstanding the foregoing, the Escrow Agent shall have the power to sell or liquidate the
foregoing investments whenever the Escrow Agent shall be required to release all or any portion
of the Escrow Funds pursuant to Section 5 hereof. In no event shall the Escrow Agent be deemed
an investment manager or adviser in respect of any selection of investments hereunder. It is
understood and agreed that the Escrow Agent or its affiliates are permitted to receive additional
compensation that could be deemed to be in the Escrow Agents economic self-interest for (i)
serving as investment adviser, administrator, shareholder servicing agent, custodian or sub
custodian with respect to certain of the investments, (ii) using affiliates to effect transactions in
certain investments and (iii) effecting transactions in investments. Further, the Escrow Agent
shall not be liable for the selection of any investments or for any losses incurred therein
including losses incurred as a result of the liquidation of any investment prior to its stated
maturity.
5.

Disbursement of Escrow Funds.

5.1
If the transactions contemplated by the System Agreement are
successfully consummated or if the System Agreement is terminated for any reason other than as
set forth in Section 5.2 below, Integrity and DCHS shall deliver a joint written notice to the
Escrow Agent (Disbursement Instructions) directing the Escrow Agent to disburse the Escrow
Funds to DCHS. A form of Disbursement Instructions is attached hereto as Exhibit B. The
Escrow Agent shall promptly deliver the Escrow Funds to DCHS in accordance with the
Disbursement Instructions.
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5.2

If, at any time:

(a)
10.1(a) thereof; or

The System Agreement is validly terminated pursuant to Section

(b)
The System Agreement is validly terminated pursuant to Section
10.1(b) thereof (except where any of the conditions of Article VIII of the System
Agreement that by their nature can be satisfied before Closing are not satisfied); or
(c)
The System Agreement is validly terminated pursuant to Section
3.1, Section 3.4(b) or Section 3.4(c) thereof; or
(d)
The System Agreement is validly terminated by Integrity or Blue
Mountain pursuant to Section 10.1(c) thereof for DCHSs failure to satisfy a condition set
forth in Article 9 thereof; or
(e)
The System Agreement is validly terminated by DCHS termination
of this Agreement pursuant to Section 10.1(d) for failure to satisfy the conditions set forth
in Section 8.10 (Group Ruling)
then Integrity and DCHS shall deliver Disbursement Instructions directing the Escrow
Agent to disburse the Escrow Funds to Integrity. The Escrow Agent shall promptly
deliver the Escrow Funds to Integrity in accordance with the Disbursement Instructions.
5.3
If prior to the Closing (as defined in the System Agreement) and in
accordance with Section 2.5(b) of the System Agreement, costs and expenses of DCHS arise
under or in connection with the Transitional Consulting Services Agreement (as defined in the
System Agreement) or implementation of the Performance Improvement Plan (as defined in the
System Agreement) then, Integrity and DCHS shall deliver Disbursement Instructions directing
the Escrow Agent to disburse funds in the amounts set forth in the Disbursement Instructions
(such amounts not to exceed the aggregate amount of Escrow Funds, as reduced from time to
time pursuant to this Section 5.4) (the Expense Amounts). The Escrow Agent shall promptly
deliver the Expense Amounts, which Expense Amounts shall serve as a reduction to the Escrow
Funds, to DCHS in accordance with the Disbursement Instructions.
5.4
Except as set forth above the Escrow Agent shall not otherwise disburse
the Escrow Funds, except: (a) in accordance with joint written instructions of Integrity and
DCHS or (b) in accordance with an order, judgment or decree of a court or arbitrator ordering the
release of all or a specified portion of the Escrow Account, accompanied by a written opinion of
counsel of Integrity or DCHS to the effect that such order, judgment or decree represents a final
adjudication of a court or arbitrator of competent jurisdiction of the rights of the parties by a
court of competent jurisdiction, and that the time for appeal from such order, judgment or decree
has expired without an appeal having been noticed, filed or perfected.
6.
In the event a Disbursement Instruction is delivered to the Escrow Agent, whether
in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of
such instruction by telephone call back to the person or persons designated in Exhibits A 1 and
or A 2 annexed hereto (the Call Back Authorized Individuals), and the Escrow Agent may rely
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upon the confirmations of anyone purporting to be a Call Back Authorized Individual. To assure
accuracy of the instructions it receives, the Escrow Agent may record such call backs. If the
Escrow Agent is unable to verify the instructions, or is not satisfied with the verification it
receives, it will not execute the instruction until all such issues have been resolved. The persons
and telephone numbers for call backs may be changed only in writing actually received and
acknowledged by the Escrow Agent.
7.
Termination. This Agreement shall terminate upon the distribution of all Escrow
Funds from the Escrow Account established hereunder. The provisions of Sections 8 through 11
shall survive the termination of this Agreement and the earlier resignation or removal of the
Escrow Agent.
8.

Duties and Liability of Escrow Agent.

(a)
The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein. The duties and responsibilities of the Escrow Agent hereunder
shall be determined solely by the express provisions of this Agreement and no other or
further duties or responsibilities shall be implied.
(b)
The Escrow Agent may rely and shall be protected in acting or
refraining from acting upon any written notice, instruction or request furnished to it
hereunder and believed by it to be genuine and to have been signed or presented by the
proper party or parties. The Escrow Agent shall be under no duty to inquire into or
investigate the validity, accuracy or content of any such document. The Escrow Agent
shall have no duty to solicit any payments which may be due it hereunder.
(c)
The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith unless a court of competent jurisdiction determines that the
Escrow Agents gross negligence or willful misconduct was the primary cause of any loss
to Integrity or DCHS. In no event shall the Escrow Agent be liable (i) for acting in
accordance with or conclusively relying upon any instruction, notice, demand, certificate
or document from Integrity or DCHS or any entity acting on behalf of Integrity or DCHS,
(ii) for any indirect, consequential, punitive or special damages even if advised of the
possibility of such damages, regardless of the form of action and whether or not any such
damages were foreseeable or contemplated, or (iii) for the investment or reinvestment of
any cash held by it hereunder, in each case in good faith, in accordance with the terms
hereof, including without limitation any liability for any delays (not resulting from its
gross negligence or willful misconduct) in the investment or reinvestment of the Escrow
Funds, or any loss of interest or income incident to any such delays.
(d)
The Escrow Agent shall not incur any liability for not performing
any act or fulfilling any duty, obligation or responsibility hereunder by reason of any
occurrence beyond the control of the Escrow Agent (including but not limited to any act
or provision of any present or future law or regulation or governmental authority, any act
of God, natural disasters, or war, civil unrest, local or national disturbance or disaster,
any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile
or other wire or communication facility). It being understood that the Escrow Agent shall
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use commercially reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as reasonably practicable under the
circumstances
(e)
In the administration of the escrow account hereunder, Escrow
Agent may execute any of its powers and perform its duties hereunder directly or through
agents or attorneys and may, consult with counsel, accountants and other skilled persons
to be selected and retained by it.
(f)
The Escrow Agent shall not be under any duty to give the Escrow
Property held by it hereunder any greater degree of care than it gives its own similar
property and shall not be required to invest any funds held hereunder except as directed
in writing pursuant to this Agreement. Uninvested funds held hereunder shall not earn or
accrue interest.
(g)
In the event of any ambiguity or uncertainty hereunder or in any
notice, instruction or other communication received by the Escrow Agent hereunder, the
Escrow Agent may, in its sole discretion, refrain from taking any action other than to
retain possession of the Escrow Funds, unless the Escrow Agent receives written
instructions, signed by Integrity and DCHS, which eliminates such ambiguity or
uncertainty.
(h)
In the event of any dispute between or conflicting claims among
Integrity, DCHS and any other person or entity with respect to any Escrow Funds, the
Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all
claims, demands or instructions with respect to such Escrow Funds so long as such
dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in
any way to Integrity or DCHS for failure or refusal to comply with such conflicting
claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until,
in its sole discretion, either (i) such conflicting or adverse claims or demands shall have
been determined by a final order, judgment or decree of a court of competent jurisdiction,
which order, judgment or decree is not subject to appeal, or settled by agreement between
the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent or (ii)
the Escrow Agent shall have received security or an indemnity satisfactory to it sufficient
to hold it harmless from and against any and all losses which it may incur by reason of so
acting. Any court order, judgment or decree shall be accompanied by a legal opinion by
counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said
order, judgment or decree represents a final adjudication of the rights of the parties by a
court of competent jurisdiction, and that the time for appeal from such order, judgment or
decree has expired without an appeal having been filed with such court. The Escrow
Agent shall act on such court order and legal opinions without further question and it
shall not be liable to any of the Parties hereto or to any other Person, by reason of such
compliance notwithstanding such writ, order or decree be subsequently reversed,
modified, annulled, set aside or vacated. The Escrow Agent may, in addition, elect, in its
sole discretion, to commence an interpleader action or seek other judicial relief or orders
as it may deem, in its sole discretion, necessary.
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(i)
The Escrow Agent does not have any interest in the Escrow Funds
deposited hereunder but is serving as escrow holder only and having only possession
thereof, except as specifically set forth hereunder. Integrity and DCHS shall pay or
reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to
the Escrow Funds incurred in connection herewith and shall indemnify and hold harmless
the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes.
Any payments of income from this Escrow Account shall be subject to withholding
regulations then in force with respect to United States taxes. Integrity and DCHS will
provide the Escrow Agent with appropriate W-9 forms for tax identification number
certifications, or W-8 forms for non-resident alien certifications. It is understood that the
Escrow Agent shall only be responsible for income reporting with respect to income
earned on the Escrow Funds and will not be responsible for any other reporting.
(j)
The Escrow Agent shall provide to Integrity and DCHS monthly
statements identifying transactions, transfers or holdings of Escrow Funds. Each such
statement shall be deemed to be correct and final upon receipt thereof by Integrity and
DCHS unless the Escrow Agent is notified in writing, by Integrity and DCHS, to the
contrary within thirty (30) business days of the date of such statement.
(k)
Any corporation into which the Escrow Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting from
merger, conversion or consolidation to which the Escrow Agent shall be a party or any
corporation succeeding to all or substantially all of the business of the Escrow Agent
shall be the successor of the Escrow Agent hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.
(l)
The Escrow Agent shall not be responsible for the preparation or
filing of any reports or returns relating to federal, state or local income taxes with respect
to this Agreement, other than in respect of the Escrow Agents compensation or
reimbursement of expenses.
9.
Indemnification of Escrow Agent. Integrity and DCHS shall jointly and severally
indemnify, defend and hold harmless the Escrow Agent and its officers, directors, employees,
representatives and agents, from and against and reimburse the Escrow Agent for any and all
claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural
resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable and
documented out-of-pocket costs and expenses (including reasonable and documented attorneys
fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or
claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims
against the Escrow Agent in any way arising out of or relating to this Agreement or by reason of
its participation in the transactions contemplated hereby, including without limitation all
reasonable and documented out-of-pocket costs incurred in connection with claims for damages
to persons or property, and reasonable and documented attorneys and consultants fees and
expenses and court costs except to the extent caused by the Escrow Agents gross negligence or
willful misconduct.

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10.
Compensation of Escrow Agent. The Escrow Agent shall receive a fee for its
escrow services hereunder as set forth on Exhibit A attached hereto. Integrity shall pay such fee
and reimburse Escrow Agent for all of its expenses.
11.
Resignation of Escrow Agent. The Escrow Agent may at any time resign by
giving written notice of such resignation to Integrity and DCHS. The Escrow Agent shall not be
discharged from its duties and obligations hereunder until a successor Escrow Agent shall have
been designated by Integrity and DCHS and both Integrity and DCHS shall have executed and
delivered an escrow agreement in substantially the form of this Agreement, and all Escrow
Funds then held by Escrow Agent hereunder shall have been delivered to such successor Escrow
Agent. The fees agreed upon for the services to be rendered hereunder are intended as full
compensation for the Escrow Agent services as contemplated by this Agreement. However, in
the event that the conditions for the disbursement of funds under this Escrow Agreement are not
fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement,
or there is any assignment of interest in the subject matter of the Escrow Agreement, or any
material modification hereof, or any material modification hereof, or if any material controversy
arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to the Escrow
Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such
extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys
fees and expenses, occasioned by any such delay, controversy, litigation or event.
12.
IRS Reporting. The parties hereto that are U.S. legal entities, except Escrow
Agent, shall, upon request, provide Escrow Agent with their Tax Identification Number as
assigned by the Internal Revenue Service. All interest or other income earned on the Escrow
Fund under the Escrow Agreement shall be allocated and paid to the party to whom such escrow
funds is disbursed and reported by the recipient to the Internal Revenue Service as having been
so allocated and paid.
13.
PATRIOT Act Compliance. To help the U.S. federal government fight the
funding of terrorism and money laundering activities, U.S. federal law requires all financial
institutions to obtain, verify and record information that identifies each person who opens an
account. For a non-individual person such as a business entity, charity, trust or other legal entity
the Escrow Agent will ask for documentation to verify its formation and existence as a legal
entity. The Escrow Agent may also ask to see financial statements, licenses, identification and
authorization documents from individuals claiming authority to represent the entity or other
relevant documentation. Integrity and DCHS each agree to provide all such information and
documentation as to themselves as reasonably requested by the Escrow Agent to ensure
compliance with U.S. federal law.
14.
Notices. All notices, consents, waivers and other communications under this
Agreement must be in writing and will be deemed to have been duly given at the earlier of the
date when actually delivered to a party by personal delivery, commercial courier or facsimile
transmission accompanied by a facsimile receipt and followed by a hard copy by United States
mail, or two (2) days after being deposited in the United States mail, certified or registered mail,
postage prepaid, return receipt requested, and addressed as follows, unless and until any of the
parties notify the others in accordance with this Section of a change of address:
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If to the Escrow Agent:

Citi Private Bank
Citibank, N.A.
One Sansome Street, 23rd Floor
San Francisco, CA 94105
Attention: Raafat A. Sarkis
Facsimile Number: (415) 592-5584
Telephone Number: (415) 627-6327
E-mail: [email protected]

If to Integrity:
2200 West Third Street, Suite 200
Los Angeles, CA 90057
Telephone number: (310) 498-6157
e-mail: [email protected]
Attention: Mitch Creem

and

Blue Mountain Capital Management, LLC

280 Park Avenue, 12th Floor
New York, NY 10017
Telephone number: 212-905-2184
Facsimile number:
Attention: Rick Horne, Associate General Counsel, Tax

With a copy, which shall not constitute notice, to:

Foley & Lardner LLP
111 Huntington Ave., Suite 2600
Boston, MA 02199-7610
Facsimile Number: (617) 342-4055
Attention: J. Mark Waxman, Partner
If to DCHS:
Daughters of Charity Health System
26000 Altamont Road
Los Altos Hills, CA 94022-4317

Facsimile Number: (650) 941-6309

Attn: Robert Issai, Chief Executive Officer
With a copy, which shall not constitute notice, to:
Ropes & Gray LLP
3 Embarcadero Center, Suite 300
San Francisco, CA 94111
Facsimile Number: 415-315-4801
Attn: John O. Chesley, Partner
15.
Entire Agreement; Amendment and Waiver. This Agreement (together with the
System Agreement) supersedes all prior agreements among the parties with respect to its subject
matter and constitutes a complete and exclusive statement of the terms of the agreement between
the parties with respect to its subject matter. The provisions of this Agreement may be waived,
altered, amended or supplemented, in whole or in part, only by a writing signed by all of the
parties hereto.
16.
Assignment. Neither this Agreement nor any right or interest hereunder may be
assigned in whole or in part by any party without the prior consent of the other parties.
17.
Counterparts. This Agreement may be executed by facsimile or by email with
scanned attachment and in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
18.
Governing Law; Jurisdiction. This Agreement and any disputes hereunder shall
be governed by and construed in accordance with the internal laws of the State of California
without giving effect to any choice or conflict of law provision or rule (whether of the State of
California or any other jurisdiction) that would cause the application of laws of any jurisdiction
other than those of the State of California. Any legal proceeding arising out of or related to this
Agreement shall be conducted only in the United States District Court for the Northern District
of California or any California State court sitting in the county of San Francisco, California, and
each party hereby irrevocably consents and submits to the exclusive personal jurisdiction of and
venue in the federal and state courts located in such County.
19.
Use of Citibank Name. No publicly distributed promotional or advertising
material which mentions Citibank by name or the rights, powers, or duties of the Escrow
Agent under this Agreement shall be issued by any other parties hereto, or on such partys
behalf, without the prior written consent of the Escrow Agent. For the avoidance of doubt, this
paragraph 19 shall not preclude the distribution or public filing without further approval of the
Escrow Agent of any prospectuses, notices, reports, or other disclosures relating to the approval
of the System Agreement or any related matters.

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Exhibit A
ESCROW AGENT FEE SCHEDULE
Citibank, N.A., Escrow Agent
Acceptance Fee
To cover the acceptance of the Escrow Agency appointment, the study of the Escrow Agreement, and supporting
documents submitted in connection with the execution and delivery thereof, and communication with other members
of the working group:
Fee: Waived
Administration Fee
The annual administration fee covers maintenance of the Escrow Account including safekeeping of assets in the
escrow account, normal administrative functions of the Escrow Agent, including maintenance of the Escrow Agents
records, follow-up of the Escrow Agreements provisions, and any other safekeeping duties required by the Escrow
Agent under the terms of the Escrow Agreement. Fee is based on Escrow Amount being deposited in a non-interest
bearing transaction deposit account, FDIC insured to the applicable limits.
Fee: Waived

Tax Preparation Fee

To cover preparation and mailing of Forms 1099-INT, if applicable for the escrow parties for each calendar year:
Fee: Waived

Transaction Fees
To oversee all required disbursements or release of property from the escrow account to any escrow party, including
cash disbursements made via check and/or wire transfer, fees associated with postage and overnight delivery charges
incurred by the Escrow Agent as required under the terms and conditions of the Escrow Agreement:
Fee: Waived
Other Fees
Material amendments to the Agreement: additional fee(s), if any, to be discussed at time of amendment

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EXHIBIT A-1
Certificate as to DCHSs Authorized Signatures
The specimen signatures shown below are the specimen signatures of the individuals who have
been designated as authorized representatives of DCHS and are authorized to initiate and
approve transactions of all types for the escrow account or accounts established under this
Agreement, on behalf of DCHS. The below listed persons (must list at least two individuals)
have also been designated Call Back Authorized Individuals and will be notified by
Citibank N.A. upon the release of Escrow Funds from the escrow account(s) unless an original
Standing or Predefined Instruction letter is on file with the Escrow Agent.

Name / Title /Telephone #

Specimen Signature

______________________________
Name

_____________________________
Signature

______________________________
Title
______________________________
Telephone #
______________________________
Name

_____________________________
Signature

______________________________
Title
______________________________
Telephone #
______________________________
Name
______________________________
Title
______________________________
Telephone #

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_____________________________
Signature

EXHIBIT A-2
Certificate as to Integritys Authorized Signatures
The specimen signatures shown below are the specimen signatures of the individuals who have
been designated as authorized representatives of Integrity and are authorized to initiate and
approve transactions of all types for the escrow account or accounts established under this
Agreement, on behalf of Integrity. The below listed persons (must list at least two individuals)
have also been designated Call Back Authorized Individuals and will be notified by Citibank
N.A. upon the release of Escrow Funds from the escrow account(s) unless an original Standing
or Predefined Instruction letter is on file with the Escrow Agent.

Name / Title /Telephone #

Specimen Signature

______________________________
Name

_____________________________
Signature

______________________________
Title
______________________________
Telephone #
______________________________
Name

_____________________________
Signature

______________________________
Title
______________________________
Telephone #
______________________________
Name
______________________________
Title
______________________________
Telephone #

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_____________________________
Signature

Exhibit B
Disbursement Instructions
XXX __, 2015
Citibank N.A
One Sansome Street, 23FLR
San Francisco, CA 94104
Attn: Raafat Sarkis
RE: JOINT RELEASE INSTRUCTIONS
Pursuant to Section 5 of the Escrow Agreement dated XXXX 2015 by and among XXXXXX
and XXXXXX , please release $_____________ from the Escrow Funds to ________________
via the wire instructions below:
Wire Instructions:
Account Name:
Account Number:
Routing Number:
Bank Name:
IBAN (IF Foreign Account):
SWIFT CODE (IF Foreign Account):

XXXXXXXXXXXXX

XXXXXXXXXXXXXXXXX

_______________________________
________________________________
Name:
Title:

Name:
Title:

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