Unassociated Document


    


     

    CASH
ESCROW AGREEMENT

    


    This
ESCROW AGREEMENT (this “Agreement”) is dated as of the
30th
day of June, 2008, by and among Oakstone Holding Company, LLC, a Delaware
limited liability company (the “Buyer”), Haights Cross
Operating Company, a Delaware corporation (the “Seller”) and U.S. Bank
National Association, a national banking association (the “Escrow Agent”), as escrow
agent.  The Buyer and Seller are sometimes referred to herein,
collectively, as the “Interested
Parties.”

     

    WHEREAS,
Buyer, Seller and Oakstone Publishing, LLC, a Delaware limited liability company
(the “Company”), entered
into a Membership Interest Purchase Agreement (the “Purchase Agreement”), whereby
the Buyer purchased from the Seller all of the membership interests in the
Company and pursuant to which certain amounts have been withheld and are to be
placed in escrow as a source of the payment for certain adjustments that may
arise pursuant to Section 1.6 of the Purchase Agreement and indemnified claims
that may arise pursuant to Article 12 of the Purchase Agreement;
and

     

    WHEREAS,
the Interested Parties wish to engage the Escrow Agent to act, and the Escrow
Agent is willing to act, as escrow agent hereunder and, in that capacity, to
hold, administer and distribute the amounts deposited in escrow hereunder in
accordance with, and subject to, the terms of this Agreement.

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
whereof is hereby acknowledged, the parties hereto agree as
follows:

     

    Section
1.             
Definitions.

     

    In
addition to terms defined elsewhere in this Agreement, the following terms when
utilized in this Agreement, unless the context otherwise requires, shall have
the meanings indicated:

    


    “Business Day” shall mean any
day on which the Escrow Agent is open for business at its offices in Boston,
Massachusetts.

     

    “Claims Termination Date” means
June 30, 2009 or, if such date is not a Business Day, then the next succeeding
Business Day; and

     

    “Final Distribution Date” means
the later of (i) the Claims Termination Date and (ii) the date on which there
are no Unresolved Claims (as defined in Section 3(b)(3)).

     

    Capitalized
terms that are not defined herein shall have the respective meanings given to
them in the Purchase Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Section
2.             
Deposit
of Escrow Funds.

     

    On the date hereof, the Buyer shall
deliver to the Escrow Agent in immediately available funds the amount of
$4,750,000 (together with any investment income or proceeds received by the
Escrow Agent from the investment thereof from time to time pursuant to Section 4
below, collectively, the “Escrow Property”), and the
Escrow Agent hereby agrees to act as escrow agent and to hold and safeguard the
Escrow Property in an account established with the Escrow Agent, and to
administer the Escrow Property in accordance with this
Agreement.  Promptly upon receipt of such amount, the Escrow Agent
shall issue written notice to the Interested Parties acknowledging receipt of
such amount.

     

    Section
3.             
Claims
and Payment; Release from Escrow.

     

    (a)           Working
Capital Purchase Price Adjustment.  If the Closing Net Working Capital
is less than Estimated Net Working Capital as finally determined pursuant to
Section 1.6 of the Purchase Agreement, the Seller and the Buyer shall notify the
Escrow Agent in writing that Buyer is entitled to a distribution from the Escrow
Property pursuant to Section 1.6(h) of the Purchase Agreement.  Within
five (5) Business Days after the date such notice is received by the Escrow
Agent, the Escrow Agent shall deliver to Buyer payment in an amount equal to
such deficiency as set forth in such notice.

     

    (b)           Indemnification
Claims.  Buyer may from time to time until the Claims Termination Date
give notice to the Escrow Agent and the Seller of any claims for indemnification
under Article 12 of the Purchase Agreement (each, a “Claim”).  Each such
notice (a “Claim
Notice”) shall be in writing and shall consist of a summary of the Claim
and the amount thereof, as reasonably and in good faith calculated by Buyer, and
shall be received by the Escrow Agent and the Seller no later than 5:00 p.m.
Boston time on the Claims Termination Date.

     

    (1)           The
Seller shall give a written response (a “Counter Notice”) in which the
Seller shall: (i) agree that the Buyer is entitled to receive all of the amount
claimed in the Claim Notice, (ii) agree that the Buyer is entitled to receive a
portion of the amount claimed in the Claim Notice, or (iii) dispute that the
Buyer is entitled to receive any of the amount claimed in the Claim Notice, to
be received by the Escrow Agent and the Buyer no later than 5:00 p.m. Boston
time on the twentieth (20th) day after the day the Escrow Agent received the
Claim Notice.

     

    (2)           A
Claim shall become a “Final
Claim” upon any one of the following events:

     

    (a)           the
Seller delivers a Counter Notice to the Escrow Agent in which the Seller agrees
that Buyer is entitled to receive all or any portion of a Claim, in which case
such agreed amount shall be a Final Claim and the remainder of such Claim shall
be an Unresolved Claim (as defined below); or

     

    (b)           the
Claim is settled by written agreement signed by both the Seller and the Buyer
and such agreement is delivered to the Escrow Agent, in which case the amount of
the Final Claim shall be equal to the amount set forth in such agreement;
or

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (c)           the
Buyer or the Seller shall have provided the Escrow Agent with copies of a
binding arbitration award or final order, decree or judgment of a court of
competent jurisdiction, together with an opinion of counsel that the time for
appeal has expired and no appeal has been perfected, in which case the amount of
the Final Claim shall be equal to the amount, if any, awarded to Buyer by such
award or court with respect to such Claim.

     

    (3)           Until
such time as a Claim for which a Claim Notice has been timely delivered shall
(i) become a Final Claim or (ii) be withdrawn by written notice delivered by the
Buyer to the Escrow Agent and the Seller, it shall be an “Unresolved
Claim”.  The amount of the Unresolved Claim shall be the amount
set forth in the related Claim Notice, as such amount may be adjusted by written
notice from Buyer to the Escrow Agent and the Seller before or after the Claims
Termination Date.

     

    (4)           Within
five (5) Business Days after the date a Claim becomes a Final Claim, the Escrow
Agent shall deliver to Buyer Escrow Property in the amount of such Final
Claim.

     

    (c)           Within
five (5) Business Days after the Claims Termination Date, the Escrow Agent
shall:

     

    (1)           retain
an amount of Escrow Property equal to the aggregate amount of all Unresolved
Claims existing as of the Claims Termination Date, to be held and distributed on
the terms of this Escrow Agreement until each such Unresolved Claim has become a
Final Claim; and

     

    (2)           deliver
the remaining Escrow Property, if any, to the Seller.

     

    (d)           Within
five (5) Business Days after the Final Distribution Date, the Escrow Agent shall
comply with Section 3(b)(4) with respect to the last Final Claim(s) and shall
comply with Section 3(c)(2) with respect to any remaining Escrow
Property.

     

    Section
4.              Investment
of Funds.

     

    (a)           If
the Escrow Agent shall have received specific written investment instruction
from the Interested Parties, the Escrow Agent shall invest the Escrow Property
pursuant to and as directed in such instruction.

     

    (b)           Absent
its receipt of such specific written investment instruction from the Interested
Parties, the Escrow Agent shall invest the Escrow Property in the Escrow Agent’s
“Insured Money Market Account” (“IMMA”), as described in Annex A hereto, until
such investment instruction is received.  All income, interest and
earnings received (“Earnings”) received from the
investment of the Escrow Property shall be credited to, and shall become a part
of, the Escrow Property (and any deductions or realized losses on such
investments (“Deductions”) shall be debited
to the Escrow Property) and shall be retained and disbursed by the Escrow Agent
in accordance with the terms hereof.  The Escrow Agent shall have no
liability for any investment losses, including without limitation any market
loss on any investment liquidated prior to maturity in order to make a payment
required hereunder.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (c)           The
parties hereto acknowledge that, to the extent regulations of the Comptroller of
the Currency, or other applicable regulatory entity, grant the parties the right
to receive individual confirmations of security transactions at no additional
cost, as they occur, the parties specifically waive receipt of such
confirmations to the extent permitted by law.  The Escrow Agent will
furnish the parties hereto with periodic cash transaction statements that
include detail for all investment transactions made by the Escrow Agent
hereunder.

     

    (d)           The
Interested Parties agree that, for tax reporting purposes, the Seller shall be
treated as the owner of the Escrow Property for federal and state tax purposes
while it is held by the Escrow Agent and the Escrow Agent shall, for each
calendar year (or portion thereof) for which the Escrow Property is so held,
report the “Net
Earnings” (defined as all Earnings minus Deductions) on the Escrow
Property on Internal Revenue Service Form 1099 and corresponding state income
tax forms in accordance with applicable law and regulations.  The
Escrow Agent shall distribute thirty-five (35%) of all Net Earnings to the
Seller within five (5) Business Days following the end of each calendar quarter;
provided such Net Earnings post within two (2) Business Days following the end
of such calendar quarter.  In the event such Net Earnings have not
posted within two (2) Business Days of the end of any calendar quarter, the
Escrow Agent shall distribute such Net Earnings as soon as
practicable.

     

    (e)           Notwithstanding
Section 4(d), the Interested Parties agree that, for tax reporting purposes, Net
Earnings shall, (i) to the extent such Net Earnings are distributed by the
Escrow Agent to any person or entity pursuant to the terms of this Agreement
during such tax year, be reported as allocated to such person or entity and,
(ii) otherwise, be reported as allocated to the Seller as provided in Section
4(d).

     

    (f)           Each
of the Interested Parties agrees to provide the Escrow Agent with a certified
tax identification number by signing and returning a Form W-9 to the Escrow
Agent upon the execution and delivery of this Agreement.  The
Interested Parties understand that, in the event their tax identification
numbers are not certified to the Escrow Agent, the Internal Revenue Code, as
amended from time to time, may require withholding of a portion of any interest
or other income earned on the investment of the Escrow Property.  Each
of the Interested Parties agrees to instruct the Escrow Agent in writing with
respect to the Escrow Agent’s responsibility for withholding and other taxes,
assessments or other governmental charges, and to instruct the Escrow Agent with
respect to any certifications and governmental reporting that may be required
under any laws or regulations that may be applicable in connection with its
acting as Escrow Agent under this Agreement.

     

    Section
5.            
Concerning
the Escrow Agent.

     

    (a)           Each
Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be
responsible for any of the agreements referred to or described herein (including
without limitation the Purchase Agreement), or for determining or compelling
compliance therewith, and shall not otherwise be bound thereby, (ii) shall be
obligated only for the performance of such duties as are expressly and
specifically set forth in this Agreement on its part to be performed, each of
which is ministerial (and shall not be construed to be fiduciary) in nature, and
no implied duties or obligations of any kind shall be read into this Agreement
against or on the part of the Escrow Agent, (iii) shall not be obligated to take
any legal or other action hereunder which might in its judgment involve or cause
it to incur any expense or liability unless it shall have been furnished with
acceptable indemnification, (iv) may rely on and shall be protected in acting or
refraining from acting upon any written notice, instruction (including, without
limitation, wire transfer instructions, whether incorporated herein or provided
in a separate written instruction), instrument, statement, certificate, request
or other document furnished to it hereunder and believed by it to be genuine and
to have been signed or presented by the proper person, and shall have no
responsibility or duty to make inquiry as to or to determine the genuineness,
accuracy or validity thereof (or any signature appearing thereon), or of the
authority of the person signing or presenting the same, and (v) may consult
counsel satisfactory to it, including in-house counsel, and the opinion or
advice of such counsel in any instance shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion or advice of such
counsel.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (b)           The
Escrow Agent shall not be liable to anyone for any action taken or omitted to be
taken by it hereunder except in the case of the Escrow Agent’s gross negligence
or intentional misconduct in breach of the terms of this
Agreement.  In no event shall the Escrow Agent be liable for indirect,
punitive, special or consequential damage or loss (including but not limited to
lost profits) whatsoever, even if the Escrow Agent has been informed of the
likelihood of such loss or damage and regardless of the form of
action.

     

    (c)           The
Escrow Agent shall have no more or less responsibility or liability on account
of any action or omission of any book-entry depository, securities intermediary
or other subescrow agent employed by the Escrow Agent than any such book-entry
depository, securities intermediary or other subescrow agent has to the Escrow
Agent, except to the extent that such action or omission of any book-entry
depository, securities intermediary or other subescrow agent was caused by the
Escrow Agent’s own gross negligence or intentional misconduct in breach of this
Agreement.

     

    (d)           The
Escrow Agent is hereby authorized, in making or disposing of any investment
permitted by this Agreement, to deal with itself (in its individual capacity) or
with any one or more of its affiliates, whether it or such affiliate is acting
as a subagent of the Escrow Agent or for any third person or dealing as
principal for its own account.

     

    (e)           Notwithstanding
any term appearing in this Agreement to the contrary, in no instance shall the
Escrow Agent be required or obligated to distribute any Escrow Property (or take
other action that may be called for hereunder to be taken by the Escrow Agent)
sooner than two (2) Business Days after (i) it has received the applicable
documents required under this Agreement in good form, or (ii) passage of the
applicable time period (or both, as applicable under the terms of this
Agreement), as the case may be.

     

    (f)           Unless
and except to the extent otherwise expressly set forth herein, all deposits and
payments hereunder, or pursuant to the terms hereof (including without
limitation all payments to the Escrow Agent pursuant to Section 6 hereof) shall be in
U.S. dollars.

     

     

    (g)           The
Escrow Agent agrees that the Interested Parties may, by mutual written agreement
at any time upon thirty (30) days written notice, remove the Escrow Agent as
escrow agent hereunder, and substitute another escrow agent therefor, in which
event, upon receipt of written notice thereof and payment of any accrued but
unpaid fees or expenses due the Escrow Agent, the Escrow Agent shall deliver to
such substituted escrow agent the Escrow Property held by it, and the Escrow
Agent shall thereafter be discharged from all liability hereunder.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

     

    (h)           The
provisions of Section 5 of this Agreement shall survive the resignation or
removal of the Escrow Agent or the termination of this Agreement.

     

    Section
6.             Compensation,
Expense Reimbursement and Indemnification.

     

    (a)           The
Seller hereby agrees to be the responsible party for payment of the Escrow
Agent’s fees and expenses hereunder.  Notwithstanding the foregoing,
each of the Interested Parties agrees, jointly and severally (i) to pay or
reimburse the Escrow Agent for its attorney’s fees and expenses incurred in
connection with the preparation of this Agreement and (ii) to pay the Escrow
Agent’s compensation for its normal services hereunder in accordance with the
fee schedule attached hereto as Exhibit A and made a
part hereof.

     

    (b)           Each
of the Interested Parties agrees, jointly and severally, to reimburse the Escrow
Agent on demand for all costs and expenses incurred in connection with the
administration of this Agreement or the escrow created hereby or the performance
or observance of its duties hereunder which are in excess of its compensation
for normal services hereunder, including without limitation, payment of any
legal fees and expenses incurred by the Escrow Agent in connection with
resolution of any claim by any party hereunder.

     

    (c)           Each
of the Interested Parties covenants and agrees, jointly and severally, to
indemnify the Escrow Agent (and its directors, officers and employees) and hold
it (and such directors, officers and employees) harmless from and against any
loss, liability, damage, cost and expense of any nature incurred by the Escrow
Agent arising out of or in connection with this Agreement or with the
administration of its duties hereunder, including but not limited to attorney’s
fees, tax liabilities (other than income tax
liabilities associated with the Escrow Agent’s fees), any liabilities or damages
that may result from any inaccuracy or misrepresentation made in any tax
certification provided to the Escrow Agent,  and other costs
and expenses of defending or preparing to defend against any claim of liability
unless and except to the extent such loss, liability, damage, cost and expense
shall be caused by the Escrow Agent’s gross negligence, or intentional
misconduct.  The foregoing indemnification and agreement to hold
harmless shall survive the termination of this Agreement.

     

    (d)           The
Escrow Agent shall have the right to deduct from the Escrow Property all amounts
owing to it from time to time hereunder, upon one Business Day’s notice to the
Interested Parties of its intent to do so.

     

    Section
7.              Resignation.

     

    The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving thirty
(30) days’ prior written notice of resignation to the other parties
hereto.  Prior to the effective date of the resignation as specified
in such notice, the Interested Parties will issue to the Escrow Agent a joint
written instruction authorizing redelivery of the Escrow Property to a bank or
trust company that they select as successor to the Escrow Agent hereunder. If,
however, the Interested Parties shall fail to name such a successor escrow agent
within twenty (20) days after the notice of resignation from the Escrow Agent,
the Buyer shall be entitled to name such successor escrow agent.  If
no successor escrow agent is named pursuant to the foregoing, the Escrow Agent
may apply to a court of competent jurisdiction for appointment of a successor
escrow agent. Any successor escrow agent shall be a bank or trust company,
organized and existing under the laws of the United States or any state thereof,
subject to examination by state or federal authorities, and have capital surplus
in excess of $100,000,000.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Section
8.             Termination of
Escrow.

     

    This
Agreement shall terminate on the date on which there is no Escrow Property
remaining.

     

    Section
9.              Dispute
Resolution.

     

    It is
understood and agreed that, should any dispute arise with respect to the
delivery, ownership, right of possession, and/or disposition of the Escrow
Property, or should any claim be made upon the Escrow Agent or the Escrow
Property by a third party, the Escrow Agent upon receipt of written notice of
such dispute or claim is authorized and shall be entitled (at its sole option
and election) to retain in its possession without liability to anyone all or any
of the Escrow Property until such dispute shall have been settled either by the
mutual written agreement of the parties involved or by a final order, decree or
judgment of a court in the United States of America, the time for perfection of
an appeal of such order, decree or judgment having expired.  The
Escrow Agent may, but shall be under no duty whatsoever to, institute or defend
any legal proceedings which relate to the Escrow Property.

     

    Section
10.           Consent
to Jurisdiction and Service.

     

    Each of
the Interested Parties hereby absolutely and irrevocably consents and submits to
the jurisdiction of the Chancery Court of the State of Delaware and of any
Federal court located in the State of Delaware solely in connection with any
actions or proceedings brought against the Interested Parties (or any of them)
by the Escrow Agent arising out of or relating to the interpretation and
enforcement of this Escrow Agreement.  In any such action or
proceeding, each of the Interested Parties hereby absolutely and irrevocably (i)
waives any objection to jurisdiction or venue, (ii) waives personal service of
any summons, complaint, declaration or other process, and (iii) agrees that the
service thereof may be made by certified or registered first-class mail directed
to such party, as the case may be, at their respective addresses in accordance
with Section 13 hereof.

     

    Section
11.           Waiver of
Jury Trial.

     

    THE
ESCROW AGENT AND THE INTERESTED PARTIES HEREBY WAIVE A TRIAL BY JURY OF ANY AND
ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THEM OR THEIR SUCCESSORS
OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS
OR ANY NEGOTIATIONS IN CONNECTION HEREWITH.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Section
12.           Force
Majeure.

     

    The
Escrow Agent shall not be responsible for delays or failures in performance
resulting from acts beyond its control.  Such acts shall include but
not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental regulations superimposed after the fact, fire, communication line
failures, computer viruses, power failures, terrorist attacks, earthquakes or
other disasters.

     

    Section
13.           Notices;
Wiring Instructions.

     

    (a)           Notice
Addresses.  Any notice permitted or required hereunder shall be
in writing, and shall be sent (i) by personal delivery, overnight delivery by a
recognized courier or delivery service, or (ii) mailed by registered or
certified mail, return receipt requested, postage prepaid, or (iii) by confirmed
telecopy accompanied by mailing of the original on the same day by first class
mail, postage prepaid, in each case the parties at their address set forth below
(or to such other address as any such party may hereafter designate by written
notice to the other parties).

     

    
      	
              If
      to the Buyer:

            
	 
      
	
              Oakstone
      Holding Company, LLC

            
	
              c/o
      Boston Ventures Management, LLC

            
	
              125
      High Street, 17th
      Floor

            
	
              Boston,
      Massachusetts 02110

            
	
              Attention:
      Elizabeth Granville-Smith and Matt J. Kinsey

            
	
              Fax:  (617)
      350-1509

            
	
              Tel:  (617)
      350-1500

            
	
               
      

            
	
              With
      a copy to:

            
	 
      
	
              Pete
      Barrett

            
	
              Edwards
      Angell Palmer & Dodge LLP

            
	
              2800
      Financial Plaza

            
	
              Providence,
      Rhode Island 02903

            
	
              Fax:
      (888)325-9152

            


    

    


    
      	
              If
      to the Seller:

            
	 
      
	
              Haights
      Cross Operating Company

            
	
              10
      New King Street, Suite 102

            
	
              White
      Plains, New York 10604

            
	
              Attention:
      Paul J. Crecca

            
	
              Fax:
      (914) 289-4900

            
	
              Tel:  (914)
      289-9401

            
	 
      
	
              With
      a copy to:

            
	 
      
	
              Philip
      J. Flink, Esq.

            
	
              Brown
      Rudnick LLP

            
	
              One
      Financial Center

            
	
              Boston,
      Massachusetts 02111

            
	
              Fax:
      (617) 856-8201

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              If
      to Escrow Agent:

            


    

    


    


    U.S. Bank
National Association

    Corporate
Trust Services

    225
Asylum Street, 23rd
Floor

    Hartford,
CT  06103

    Attn:  Arthur
Blakeslee

    Ref:  Oakstone
Holding/Haights Cross Escrow

    Tel:           (860)
241-6859

    Fax:           (866)
350-2126

    


    Notwithstanding
the foregoing, notices addressed to the Escrow Agent shall be effective only
upon receipt.  If any notice or document is required to be delivered
to the Escrow Agent and any other person, the Escrow Agent may assume without
inquiry that each notice or document was received by such other person when it
is received by the Escrow Agent.

    


    (b)           Wiring
Instructions.  Any funds to be paid to or by the Escrow Agent
hereunder shall be sent by wire transfer pursuant to the following instructions
(or by such method of payment and pursuant to such instruction as may have been
given in advance and in writing to or by the Escrow Agent, as the case may be,
in accordance with Section 13(a) above):

     

    
      	
              If
      to the Buyer:

            
	 
      
	
              Bank:  Wachovia
      Bank

            
	
              ABA
      #: 1110-2501-3

            
	
              Acct.
      #: 2000037792457

            
	
              Attn:
      Oakstone Holding Company, LLC

            
	
              Ref:
      Oakstone Holding/Haights Cross
Escrow

            


    

    


    


    
      	
              If
      to the Seller:

            
	 
      
	
              Bank:  Bank
      of New York

              20
      Broad Street

              New
      York, NY 10005

            
	
              ABA
      #: 031-100-351

            
	
              Acct.
      #: 0300952413

            
	
              Attn:
      Haights Cross Operating Company

            
	
              Ref:
      Oakstone Holding/Haights Cross
Escrow

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              If
      to the Escrow Agent:

            
	 
      
	
              Bank:                      U.S.
      Bank National Association

            
	
              ABA
      :  091000022

            
	
              BNF:                      U.S.
      Bank Trust N.A.

              A/C:     173103321050

            
	
              OBI:     Corporate
      Trust Services

            
	
              Ref:      Oakstone
      Holding/Haights Cross Escrow

              Attn:     Arthur
      Blakeslee

            


    

    


    Section
14.           Miscellaneous.

     

    (a)           Binding Effect;
Successors.  This Agreement shall be binding upon the
respective parties hereto and their heirs, executors, successors and
assigns.  If the Escrow Agent consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business (including
the escrow contemplated by this Agreement) to, another corporation, the
successor corporation without any further act shall be the successor Escrow
Agent.

     

    (b)           Modifications.  This
Agreement may not be altered or modified without the express written consent of
the parties hereto.  No course of conduct shall constitute a waiver of
any of the terms and conditions of this Escrow Agreement, unless such waiver is
specified in writing, and then only to the extent so specified.  A
waiver of any of the terms and conditions of this Escrow Agreement on one
occasion shall not constitute a waiver of the other terms of this Escrow
Agreement, or of such terms and conditions on any other
occasion.  Notwithstanding any other provision hereof, consent to an
alteration or modification of this Agreement may not be signed by means of an
e-mail address.

     

    (c)           Governing
Law.  THIS ESCROW AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE.

     

    (d)           Reproduction of
Documents.  This Agreement and all documents relating thereto,
including, without limitation, (a) consents, waivers and modifications which may
hereafter be executed, and (b) certificates and other information previously or
hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, optical disk, micro-card, miniature photographic or other similar
process.  The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

     

    (e)           Counterparts and Facsimile
Execution.  This Escrow Agreement may be executed in several
counterparts, each of which shall be deemed to be one and the same
instrument.  The exchange of copies of this Agreement and of signature
pages by facsimile transmission shall constitute effective execution and
delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes.  Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for all
purposes.

     

    (f)           Customer Identification
Program.  Each of the Interested Parties acknowledge receipt of
the notice set forth on Exhibit B attached
hereto and made part hereof and that information may be requested to verify
their identities.

     

    [Signature
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    IN
WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to be duly
executed and delivered in its name and on its behalf as of the 30th day of June,
2008.

     

    
      	 
      	
              OAKSTONE
      HOLDING COMPANY, LLC

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Matthew J. Kinsey

            
	 
      	 
      	
              Title:
      President

            
	 
      	 
      	
              Name:
      Matthew J. Kinsey

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              HAIGHTS
      CROSS OPERATING COMPANY

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Paul J. Crecca

            
	 
      	 
      	
              Title:
      President and Chief Executive Officer

            
	 
      	 
      	
              Name:
      Paul J. Crecca

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              U.S.
      BANK NATIONAL ASSOCIATION, AS ESCROW AGENT

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Arthur L. Blakeslee

            
	 
      	 
      	
              Title:
      Vice President

            
	 
      	 
      	
              Name:
      Arthur L. Blakeslee