On the date of this Agreement, Seller shall deposit or cause to be deposited with the Escrow Agent, in accordance with the Purchase Agreement, the Escrow Amount by wire transfer of immediately available funds. The Escrow Agent will promptly acknowledge receipt of, and hereby agrees to hold the Escrow Amount, together with all products and proceeds thereof, including all interest, dividends, gains and other income earned thereon (the “Escrow Earnings”, and together with the Escrow Amount, the “Escrow Fund”) in a separate and distinct account (the “Escrow Account”) upon the terms and subject to the conditions of this Agreement.

The Escrow Fund is referred to herein as the “Escrow Fund.” The Escrow Earnings are collectively referred to herein as the “Escrow Earnings.” The Escrow Account is referred to herein as the “Escrow Account.”

For greater certainty, all Escrow Earnings shall be retained by the Escrow Agent and reinvested in the Escrow Fund and shall become part of the Escrow Fund, and shall be disbursed as part of the Escrow Fund, in accordance with the terms and conditions of this Agreement.

During the term of this Agreement, the Escrow Agent shall hold, invest and reinvest the Escrow Fund in an interest-bearing deposit account of . The Parties acknowledge that the initial interest rate is subject to change from time to time and shall be reflected in the monthly statement provided to the Parties. The Escrow Fund shall at all times remain available for distribution in accordance with Section 4.. Except as expressly provided herein, the Escrow Fund shall not, in any manner, directly or indirectly, be assigned, hypothecated, pledged, alienated, released from escrow or transferred within escrow (or otherwise dealt with in any manner which has the economic effect of any of the foregoing acts, on a current or prospective basis).

The Escrow Agent shall send an account statement to each of the Parties on a monthly basis reflecting activity in the Escrow Account for the preceding month.

Escrow Fund.

The Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Fund solely as provided in, this Section 4(a) as follows:

Call Back Authorized Individuals.

Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Fund under the terms of this Agreement must be in writing, executed by an authorized signer of the appropriate Party or Parties as evidenced by the signatures of the person or persons set forth on Exhibit A-1 and Exhibit A-2 (each an “Authorized Representative”) and delivered to the Escrow Agent either by confirmed facsimile or attached to an e-mail sent to the email address set forth in Section 11.. In the event a Joint Release Instruction, a Notice of Consummation, Final Determination, or Request is delivered to the Escrow Agent, whether in writing, by facsimile, by e-mail or otherwise, the Escrow Agent is required to seek confirmation of any such instruction given to the Escrow Agent by telephone call back to the person or persons designated in Exhibit A-1 and/or Exhibit A-2 attached hereto (the “Call Back Authorized Individuals”), as applicable, and the Escrow Agent may in good faith rely upon the confirmations of anyone purporting to be a Call Back Authorized Individual. To ensure the 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 reasonably satisfied with the verification it receives, it will not execute the instruction until such verification has been resolved in the Escrow Agent’s reasonable discretion. The persons and telephone numbers for call backs may be changed only in writing, executed by an Authorized Representative of the applicable Party set forth on Exhibit A-1 or Exhibit A-2, actually received and acknowledged by the Escrow Agent.

Certain Definitions.

The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duties, shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Parties (other than a Joint Release Instruction, a Notice of Consummation, Final Determination, or Request), in connection herewith, if any, including, without limitation, the Purchase Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements.

Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement will control the actions of the Escrow Agent. The Escrow Agent may rely in good faith upon and shall not be liable in the absence of its fraud, gross negligence or willful misconduct for acting or refraining from acting upon any Joint Release Instruction, a Notice of Consummation, Final Determination, or Request furnished to it in accordance with the terms hereof and reasonably believed by it in good faith to be genuine and to have been signed by an Authorized Representative of the proper Party or Parties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent Authorized Representatives’ forms in the form of Exhibit A-1 and Exhibit A-2 attached hereto.

Other than as set forth herein, the Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due to it or to the Escrow Fund. In the event that the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party which, in its reasonable opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in a Joint Release Instruction, a Notice of Consummation, Final Determination, or Request; provided that the Escrow Agent shall promptly notify the Parties of such uncertainty or apparent conflict.

In the event of a dispute pursuant to this Agreement, the Escrow Agent may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent shall have no liability for any action taken, suffered or omitted to be taken by it in good faith except in the event that the Escrow Agent’s fraud, gross negligence or willful misconduct was the cause of any direct loss to either Party.

To the extent reasonably practicable, each Party agrees to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Notwithstanding anything in this Agreement to the contrary, in no event shall the Escrow Agent be liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such losses or damages and regardless of the form of action.

may resign and be discharged from its duties or obligations hereunder by giving 0 days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect or

may be removed, with or without cause, by Buyer and the Seller acting jointly at any time by providing written notice executed by the Parties to the Escrow Agent.

Each Party shall jointly and severally indemnify, defend and hold harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, agents and employees (the “Indemnitees”) from and against any and all actual losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, reasonable and documented out-of-pocket costs or expenses (including the reasonable and documented out-of-pocket fees and expenses of one outside counsel and experts and their staffs and expense of document location, duplication and shipment actually incurred, but excluding for the avoidance of doubt, any income taxes imposed on the payment of fees hereunder) (collectively, “Escrow Agent Losses”) arising out of or in connection with

Notwithstanding anything to the contrary herein, Buyer and Seller agree, solely as between themselves, that any obligation for indemnification under this Section 8 shall be borne by the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Buyer and one-half by Seller, and each Party shall indemnify the other Party in the event that such other party pays the indemnifying Party’s portion of any such amount. The provisions of this Section 8 (and the obligations hereunder) shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.

The Buyer shall be responsible for and the taxpayer on all taxes due on the interest or income earned, if any, on the Escrow Fund for the calendar year in which such interest or income is earned. The Escrow Agent shall report any interest or income earned on the Escrow Fund to the relevant tax authority. Prior to the date hereof, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing such other forms and documents that the Escrow Agent may request.

The Escrow Agent shall report to the IRS with respect to income earned on the Escrow Fund. The Escrow Agent shall withhold any taxes required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities.

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. Except as provided in Sections 6. or 16., neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any party, without the prior written consent of the other parties hereto, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign this Agreement or all or part of its rights under this Agreement in connection with a permitted assignment per the Purchase Agreement.

This Agreement shall be governed by and construed under the laws of the State of , without regard to choice of law principles of any jurisdiction. Each party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts of the State of . The parties hereto hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising from or relating to this Agreement.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties hereto may be transmitted by facsimile or electronic transmission in portable document format (.pdf), and such facsimile or .pdf will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.

If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

Each Party represents, warrants and covenants that each document, notice, instruction or request provided by such Party to the Escrow Agent shall comply with applicable laws and regulations. Where, however, the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the parties hereto to the fullest extent permitted by law, to the end that this Agreement shall be enforced as written.

Except as expressly provided in Sections 8. and 16., nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other than the Escrow Agent and the Parties any legal or equitable right, remedy, interest or claim under or in respect of this Agreement or any funds escrowed hereunder.

As used in this Agreement, the terms “writing” and “written” include electronic records, and the terms “execute,” “signed” and “signature” include the use of electronic signatures. Notwithstanding any other provision of this Agreement or the attached Exhibits and Schedules, any electronic signature that is presented as the signature of the purported signer, regardless of the appearance or form of such electronic signature, may be deemed genuine by Escrow Agent in Escrow Agent’s sole discretion, and such electronic signature shall be of the same legal effect, validity and enforceability as a manually executed, original, wet-ink signature; provided, however, that any such electronic signature must be an actual and not a typed signature.

In accordance with Section 8., Escrow Agent shall be indemnified and held harmless from any losses or damages it incurs as a result of its acceptance of and reliance on electronic signatures that it deems to be genuine. Any electronically signed agreement, instruction or other document shall be an “electronic record” established in the ordinary course of business and any copy shall constitute an original for all purposes. This Agreement and any instruction or other document furnished hereunder may be transmitted by facsimile or as a PDF file attached to an email.