Common use of Income Tax Allocation and Reporting Clause in Contracts

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party The Issuer agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Partythe Issuer, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Issuer shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party The Issuer understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby Issuer shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c2.4(c) is in addition to the indemnification provided in Section 3.1 4.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. For the avoidance of doubt, the terms of this Section 2.4(c) are not intended, and shall not be construed, to apply to any income tax liability of the Escrow AgreementAgent arising from its receipt of compensation hereunder.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property and all interest and other income from investment of the Escrow Property shall be deemed allocable to be the and treated as property of Parent unless and until it has been disbursed according to the Company and all terms of this Escrow Agreement. All interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such PartyParent, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The PartiesParent, jointly Target and severallythe Stockholder Representative (solely on behalf of the Target Holders and in its capacity as the Stockholder Representative, hereby not in its individual capacity), shall, severally but not jointly, indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company [Purchaser/Seller] and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company[Purchaser/Seller], and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported by the Escrow Agent to the Internal Revenue Service on IRS Form 1099 (or other appropriate form) as having been earned by such PartyCrisp Results, whether or not such income was disbursed during such calendar year. Notwithstanding anything Each of Seller Representative (on behalf of Sellers) and Parent shall provide or cause to be provided to the contrary hereinEscrow Agent all information reasonably available to such Party that is necessary to allow the Escrow Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Escrow Agent may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. (b) For certain payments made pursuant to this Escrow Agreement, the Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases the Escrow Agent shall have no the duty to prepare act as a payor or file withholding agent, respectively, that is responsible for any Federal tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Escrow Agent shall make the determination as to which payments are “reportable payments” or state tax report “withholdable payments” in accordance with applicable law. Parent and Seller Representative (on behalf of Sellers) shall provide an executed IRS Form W-9 or return with respect appropriate IRS Form W-8 (or, in each case, any successor form) for Parent and each Seller, as the case may be, to the Escrow PropertyAgent prior to the date hereof, except and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Escrow Agent shall have the right to request from Parent and Seller Representative (on behalf of Sellers), or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the delivery Escrow Agent to satisfy its reporting and filing of tax information reporting withholding obligations under the Code. To the extent any such forms to be delivered under this Section 1.5(b) are not provided prior to the date hereof or by the time the related payment is required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on made or are determined by the Escrow PropertyAgent to be incomplete and/or inaccurate in any respect, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyProperty or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment. Such withheld amounts shall be timely remitted to the Internal Revenue Service. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and /or enters into a business relationship. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may request including, but not limited to, each Party’s name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party’s identity such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of or with respect to the Escrow Property Escrowed Consideration shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Partythe Contributors, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on or with respect to the investment of the Escrow PropertyEscrowed Consideration. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby and not jointly (i.e., 50% by the OP and 50% by the Contributors’ Representative on behalf of the Contributors) shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Escrowed Consideration and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence negligence, fraud or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.3(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (d) The Parties agree that the Escrow Agent will not be responsible for any tax reporting related to the Escrowed Consideration.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Partythe Company, whether or not such income was disbursed during such calendar year. Notwithstanding anything ; provided, however, if any Closing shall not occur and the balance of the Escrow Property is returned to the contrary hereinBuyers pursuant to Section 1.5, such investment earnings and income shall be deemed to be the property of the Buyers and not of the Company for tax purposes to the extent each Buyer receives its pro rata share of such earnings and income based on each Buyer’s portion of the “Purchase Price” deposited with the Escrow Agent shall have no duty pursuant to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the PartiesSection 1.1 hereof. (b) Prior to the execution of this Escrow AgreementFirst Closing, or within two days thereafter, each Party the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, any and all dividend income from the Escrow Property Shares, together with any interest thereon, shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year year, and to the extent required by the Internal Revenue Service, be reported as having been earned by such PartyAmpio, whether or not such income was disbursed during such calendar year. Notwithstanding anything Ampio shall be responsible for paying taxes (including any penalties and interest thereon) on any and all dividends and interest thereon earned on the Escrow Property and for filing all necessary tax returns with respect to such income. Neither the contrary herein, Representative nor the Escrow Agent shall have no duty any obligation to file or prepare any tax returns or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to prepare any other payments made under reports for any taxing authorities concerning matters covered by this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party Ampio shall provide the Escrow Agent with a certified tax identification numbers number by furnishing appropriate forms form W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party Ampio understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any dividend or interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from the investment of the Indemnification Escrow Property Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue ServiceCode of 1986, as amended thereunder (the “Code”), be reported as having been earned by such PartySellers, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior At or prior to Closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Indemnification Escrow PropertyFund. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of interest or other income derived from the investment of the Indemnification Escrow PropertyFund, the Escrow Agent shall satisfy such liability to the extent possible from the Indemnification Escrow PropertyFund. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Indemnification Escrow Property Fund and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for income tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Amount shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such PartyParent, whether or not such income was disbursed during such calendar year. Notwithstanding anything Not later than thirty (30) calendar days following the end of each calendar year (and prior to the contrary hereinfinal distribution of all of the Escrow Amount), the Escrow Agent shall have no duty distribute to prepare or file any Federal or Parent out of the Escrow Amount an amount equal to the product of (i) the amount of interest and other income required to be reported by Parent and (ii) the highest combined marginal federal, state and local income tax report or return with respect rates imposed on Parent in effect during the applicable taxable year (which information shall be provided in writing to the Escrow Property, except for the delivery and filing of tax information reporting forms required Agent pursuant to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the PartiesParent). (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyAmount. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyAmount, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyAmount. The PartiesParties (but in the case of the Securityholders’ Agent, solely on behalf of the Securityholders and in its capacity as the Securityholders’ Agent), jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Amount and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Serviceyear, be reported as having been earned by the Company. The Company shall be responsible for paying taxes (including any penalties and interest thereon) on all interest or other income or gains earned on the Escrow Property and for filing all necessary tax returns with respect to such Party, whether or not such income was disbursed during such calendar yearincome. Notwithstanding anything to the contrary herein, Neither Purchaser nor the Escrow Agent shall have no duty any obligation to file or prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all returns concerning matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under covered by this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms form W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(d) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees 7.1 The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Escrowed Funds shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Partythe Escrow Issuer, whether or not such income was disbursed during such calendar year. Notwithstanding anything to The Escrow Issuer shall be responsible for paying taxes (including any penalties and interest thereon) on all interest earned on the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state Escrowed Funds and for filing all necessary tax report or return returns with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Servicesuch income. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing any obligation to file or prepare any tax reporting. The returns concerning matters covered by this Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the PartiesAgreement. (b) 7.2 Prior to the execution of this date hereof, the Escrow Agreement, or within two days thereafter, each Party Issuer shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 X-0, X-0XXX, X-0XX, W-8ECI, W-8EXP, or W-8 W-8IMY and such other related forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyEscrowed Funds. (c) 7.3 To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyEscrowed Funds, the Escrow Agent shall satisfy such liability from the Escrowed Funds to the extent possible from funds are available pursuant to the Escrow Propertyterms of this Agreement. The PartiesGrantor hereby indemnifies, jointly defends and severally, hereby indemnify, defend and hold holds the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Escrowed Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful wilful misconduct of the Escrow Agent. The indemnification provided by Payment pursuant to this Section 1.6(c) is in addition to 7.3, shall be made by the indemnification provided in Section 3.1 and shall survive the resignation or removal Grantor within 60 days of receipt of written demand from the Escrow Agent and the termination of this Escrow AgreementAgent.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company any and all interest and other income from investment of the Escrow Amount and the Escrow Property shall, as of the end of each calendar year year, and to the extent required by the Internal Revenue Service, be reported as having been earned by such PartyMathStar, whether or not such income was disbursed during such calendar year. Notwithstanding anything MathStar shall be responsible for paying taxes (including any penalties and interest thereon) on any and all interest earned on the Escrow Property and for filing all necessary tax returns with respect to such income. Neither the contrary herein, Representative nor the Escrow Agent shall have no duty any obligation to file or prepare any tax returns or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to prepare any other payments made under reports for any taxing authorities concerning matters covered by this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party MathStar shall provide the Escrow Agent with a certified tax identification numbers number by furnishing appropriate forms form W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party MathStar understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the any investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Amount or the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shallFunds will, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such PartySeller, whether or not such income was disbursed during such calendar year. Notwithstanding anything The Escrow Agent shall provide Seller with monthly and annual statements reporting interest earned on the Escrow Funds. Seller shall be responsible for paying taxes (including any penalties and interest thereon) on all interest earned on the Escrow Funds and for filing all necessary tax returns with respect to the contrary herein, such income. Neither Purchaser nor the Escrow Agent shall have no duty any obligation to file or prepare any tax returns or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to prepare any other payments made under reports for any taxing authorities concerning matters covered by this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party Seller shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms form W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party Seller understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyFunds. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyFunds, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyFunds. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party The Borrower agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of earned on the Escrow Property Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, Borrower whether or not such income was has been disbursed during such calendar any particular year. Notwithstanding anything to Borrower shall be responsible for paying taxes (including any penalties and interest thereon) on all interest earned on the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state Fund and for filing all necessary tax report or return returns with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Servicesuch income. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent Lender shall be entitled to request and receive written instructions from deemed the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructionspayor of any interest income paid thereon for purposes of performing tax reporting. With respect to any other payments made under this Escrow Agreement, the Escrow Agent Lender shall not be deemed the payer payor and shall have no responsibility for performing tax reporting. The Escrow Agent’s Lender's function of making such payments is solely ministerial and upon express direction of the PartiesBorrower. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party shall provide the Escrow Agent Borrower has provided Lender with its certified tax identification numbers number by furnishing appropriate forms form W-9 or W-8 and following the date hereof, the Borrower shall provide such other forms and documents that the Escrow Agent Lender may request. Each Party The Borrower understands that if such tax reporting documentation is not provided and certified to the Escrow AgentLender, the Escrow Agent Lender may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyFund. (c) To the extent that the Escrow Agent Lender becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyCash Amount, the Escrow Agent Lender shall satisfy such liability to the Exhibit 99.3 extent possible from the Escrow PropertyFund. The Parties, jointly and severally, hereby Borrower shall indemnify, defend and hold the Escrow Agent Lender harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent Lender on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow AgentFund. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 hereof and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Amount shall, as of the end of each calendar year and to the extent required by the Internal Revenue ServiceCode of 1986, as amended thereunder (the “Code”), be reported as having been earned by such Partythe Parent, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the The Escrow Agent shall be entitled to request and receive written instructions from deemed the Company, and payor of any interest or other income paid upon investment of the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructionsFunds for purposes of performing tax reporting. With respect to any other payments made under this Escrow Agreement, the Escrow Agent Agent’s shall not be deemed the payer payor and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) If IRS imputed interest rules apply to any disbursement of Escrow Funds, the Parties shall jointly provide the Escrow Agent with all imputed interest calculations. The Escrow Agent shall rely solely on such provided calculations and information and shall have no responsibility for the accuracy or completeness of any such calculations or information or for the failure of the Parties to provide such calculations or information, provided that, for purposes of clarity, the Parties shall be responsible solely for the accuracy and completeness of the imputed interest calculations. The Escrow Agent shall report the imputed interest on the applicable IRS Form 1099 (or IRS Form 1042-S) as required pursuant to the Code. (c) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyFunds. (cd) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of interest or other income derived from the investment of the Escrow PropertyFunds, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyFunds. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) ; provided, that if any Party is in addition required to the indemnification provided in Section 3.1 and shall survive the resignation or removal of pay to the Escrow Agent and more than such Party’s share, then each underpaying Party shall promptly reimburse the termination of this Escrow Agreementoverpaying Parties for such excess amount.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Indemnification Escrow Property Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue ServiceCode of 1986, as amended thereunder (the “Code”), be reported as having been earned by such PartySellers, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior At or prior to Closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Indemnification Escrow PropertyFund. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of interest or other income derived from the investment of the Indemnification Escrow PropertyFund, the Escrow Agent shall satisfy such liability to the extent possible from the Indemnification Escrow PropertyFund. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Indemnification Escrow Property Fund and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for U.S. federal and applicable state income tax reporting purposes, the (i) all Deposit Escrow Property Earnings shall be deemed allocated to Buyer in accordance with Treasury Regulations Section 1.468B-7(c) and (ii) all Adjustment Escrow Earnings shall be the property of the Company and all interest and other income from investment of the Escrow Property shallallocated to Buyer in accordance with Proposed Treasury Regulations Section 1.468B-8 (February 1, 1999), as such Proposed Treasury Regulations may be amended or modified, including upon the issuance of the end of each calendar year and temporary or final regulations. The Escrow Agent shall report to the extent required by the Internal Revenue ServiceService (“IRS”), be reported or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) any income earned from the Deposit or the Adjustment Escrow Amount, as having been applicable, as income earned by such Partythe Buyer, whether or not such income was disbursed during such calendar year. Notwithstanding anything to As between the contrary hereinParties, neither Buyer nor Sellers shall take any position for U.S. federal or applicable state income tax purposes that is inconsistent with the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Propertyprovisions of this Section 1.5(a), except for the delivery and filing of tax information reporting forms as otherwise required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Partiesby law. (b) Prior to the execution of this Escrow AgreementEffective Date, or within two days thereafter, each Party the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms IRS Forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyEarnings. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyEarnings, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent; provided that such indemnity shall not affect or limit the rights that Sellers or Buyer have against each other with respect to responsibility for payment of such amounts. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property (the “Escrow Earnings”) shall, as of the end of each calendar year and to the extent required by the United States Internal Revenue Service, be reported as having been earned by such Partythe Seller, whether or not such income was disbursed during such calendar year. Notwithstanding anything Escrow Agent shall distribute, on a quarterly basis, 40% of Escrow Earnings to the contrary hereinSeller (“Tax Distributions”) in accordance with the wire instructions set forth in Exhibit C. In no event shall the Buyer be entitled to more than 60% of the Escrow Earnings. At the end of each calendar year, the Escrow Agent shall have no duty duly and timely prepare and file appropriate information returns (if any) consistent with this treatment and shall promptly deliver copies of such forms to prepare or file any Federal or state the Seller. It is understood that the Escrow Agent shall only be responsible for tax report or return reporting with respect to income earned on the Escrow Property, except Property and will not be responsible for any other reporting. The Seller and the delivery and filing of tax information reporting forms required to Buyer shall be delivered and filed responsible for paying all fees associated with the Internal Revenue Service. With respect to the preparation, delivery and filing preparation of such required tax information reporting forms returns (if any) and the Seller shall be responsible for any taxes (including any penalties and interest thereon) on all matters pertaining to the reporting of earnings interest earned on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party the Buyer and the Seller shall provide to the Escrow Agent with certified tax identification numbers by furnishing the appropriate forms form W-9 or W-8 and such other forms and documents that the Escrow Agent may requestreasonably request for tax reporting purposes. Each Party understands The Buyer and the Seller understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The PartiesParties shall severally and not jointly (on a 50/50 basis by the Buyer, jointly on the one hand, and severallythe Seller, hereby on the other hand) indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for U.S. federal income tax and other applicable tax reporting purposes, the Escrow Property Amount shall be deemed treated as owned by the Sellers with respect to be the property period from the date hereof to and including December 15, 2017, and by the Sellers’ Representative with respect to the period from December 16, 2017 to the final disbursement of the Company and all Escrow Amount. All interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and Amount with respect to the extent required by the Internal Revenue Service, any applicable period shall be reported as having been earned by such Partythe Sellers or the Sellers’ Representative, as the case may be, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary hereinperiod, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms in each case unless otherwise required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reportingby applicable law. The Escrow Agent’s function of making such payments is solely ministerial and Agent shall, upon express direction written notice from the Sellers’ Representative, make distributions of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on derived from the investment of the Escrow PropertyAmount from time to time in accordance with any such notice. (cb) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyAmount, the Escrow Agent shall satisfy such liability to the extent possible from such income derived from the investment of the Escrow PropertyAmount. The Parties, jointly and severally, hereby Sellers’ Representative shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Amount and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the willful misconduct or gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(b) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (c) The Parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account or enters into a business relationship with such financial institution. The Parties hereby agree that they shall provide the Escrow Agent with such information as the Escrow Agent may reasonably request including, but not limited to, each Party’s name, physical address, tax identification number and other information that will assist the Escrow Agent in identifying and verifying each Party’s identity such as organizational documents, certificates of good standing, licenses to do business, or other pertinent identifying information.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, shall be reported as having been earned by such Partythe Purchaser, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary hereinPurchaser during the relevant tax period. Following the end of each calendar quarter and immediately prior to the final distribution (in accordance with Joint Written Instructions provided to the Escrow Agent in connection with such final distribution and signed by the Purchaser and the Seller) of the Escrow Property (the “Distribution Date”), the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect distribute to the Purchaser 40% of all interest or other income earned from the investment of the Escrow PropertyProperty during such calendar quarter, except for or, if applicable, the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings period beginning on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction first day of the Partiescalendar year that includes the Distribution Date and ending on the Distribution Date. (b) Prior to The Parties agree that the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. The Escrow Agent shall be deemed the payor of any interest or other income paid upon investment of the Escrow Property for purposes of performing tax reporting. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payor and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence negligence, or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall be allocable to Buyer. If the date of a disbursement to Buyer from the Escrow Property pursuant to Section 1.3(a) occurs more than six months after the date of this Agreement, a portion of that disbursement shall be treated by the Escrow Agent as imputed interest to the extent required under the Code and as calculated by the Buyer. The Escrow Agent shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to duly and timely prepare the contrary herein, the Escrow Agent appropriate IRS Forms 1099 and shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing promptly deliver copies of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the PartiesBuyer. (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Propertyamounts payable pursuant to this Agreement. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) . Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) . To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.7(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, The Parties agree that all investment earnings and income with respect to the Escrow Property shall be deemed allocated to be the property of Parent for tax purposes. The Parties agree that if and to the Company and all interest and other income from investment extent that any portion of the Escrow Property shallis actually distributed to the stockholders, optionholders and warrantholders of the Company, interest may be imputed on such amount for tax purposes, as of the end of each calendar year and to the extent required by Section 483 or 1274 of the Internal Revenue ServiceCode of 1986, be reported as having been earned by such Partyamended, whether and the regulations promulgated thereunder (the “Code”). The Parent and either or not such income was disbursed during such calendar year. Notwithstanding anything to both of the contrary hereinRepresentatives will provide the calculation for imputed interest amounts, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect if applicable, to the Escrow Property, except for the delivery and filing of Agent. The Parties will file all tax information reporting forms required to be delivered and filed returns consistently with the Internal Revenue Serviceforegoing. With respect Subject to the preparationSection 1.2(a), delivery any investment earnings and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings income on the Escrow PropertyProperty shall be divided and paid to the Parent and the Payment Agent for distribution to the stockholders, optionholders and warrantholders of the Company in accordance with the following: (i) 60% of such earnings and income shall become part of the Escrow Agent Property and shall be entitled to request and receive written instructions from distributed in accordance with the Companyterms of this Agreement, and (ii) 40% of such earnings and income shall not become part of the Escrow Agent Property and shall be entitled disbursed quarterly during the term of this Agreement to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreementthe Parent, as directed in writing by the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the PartiesParent. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party the Parent shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms form W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party The Parent understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, Except as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary stated herein, the Escrow Agent does not have any interest in the Escrow Amount but is serving as escrow holder only and having only possession thereof. Any payments of income and principal from the Escrow Amount shall have no duty be subject to prepare withholding and information reporting regulations then in force with respect to federal, state or file any Federal or local taxes. For federal and state income tax report or return purposes, the Company shall be treated as the owner of the Escrow Amount and thus shall take into account in filing its income tax returns all items of income, gain, loss and deduction with respect to the Escrow PropertyAmount. If and to the extent any amount of the Escrow Amount is actually distributed to Company, except for the delivery and filing interest may be imputed on such amount, as required by Section 483 or 1274 of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to Code of 1986, as amended (the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties“Code”). (b) Prior to the execution closing of this Escrow Agreement, or within two days thereafterthe Offering, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and and/or such other forms and documents that the Escrow Agent may reasonably request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyAmount. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyAmount, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyAmount in the Escrow Account. The Parties, jointly and severally, hereby [ ] shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Amount and the investment thereof unless such tax, late payment, interest, penalty or other expense expenses was finally adjudicated to have been directly caused by the gross negligence or negligence, willful misconduct or fraud of the Escrow Agent. The indemnification provided by this Section 1.6(c2.02(c) is in addition to the indemnification provided in Section 3.1 4.01 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow AgreementAgent.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue ServiceCode of 1986, as amended thereunder (the “Code”), be reported as having been earned by such PartyBuyer, whether or not such income was disbursed during such calendar year. Notwithstanding anything The Escrow Agent is hereby instructed to distribute to Buyer, within thirty days after the end of each quarter (and immediately prior to the contrary hereinfinal distribution of Escrow Property pursuant to this Agreement), the Escrow Agent shall have no duty to prepare [****] of any such interest or file any Federal other income earned in such quarter (or state tax report or return with respect to the Escrow Property, except such shorter immediately preceding period) (and this sentence constitutes a Joint Written Direction for the delivery and filing purposes of tax information reporting forms required to be delivered and filed with the Internal Revenue ServiceSection 1.3(c)). With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the The Escrow Agent shall be entitled to request and receive written instructions from deemed the Company, and payor of any interest or other income paid upon investment of the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructionsProperty for purposes of performing tax reporting. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer payor and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party The Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of interest or other income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to Agent (it being understood that, solely between the indemnification provided in Section 3.1 and shall survive Parties, the resignation or removal liability of the Escrow Agent and Parties described in this sentence shall be allocated in accordance with the termination of this Escrow Merger Agreement).

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported by the Escrow Agent to the Internal Revenue Service as having been earned by Acquiror; provided, however that (i) in the event that any disbursement of interest or investment income is made to the Security Holders, such Party, whether amounts shall be reported as being earned by the Security Holders in accordance with the Escrow Pro Rata Share in the year that such interest or not such investment income was disbursed during such calendar year. Notwithstanding anything disbursed; and (ii) prior to the contrary hereinfinal disbursement of the Escrow Property under this Agreement, Acquiror shall be reimbursed (from the then remaining Escrow Property) for the income taxes on the interest or investment income with respect to which (pursuant to this Section 1.4(a)) Acquiror paid income taxes but which was disbursed to the Security Holders. Acquiror shall provide written notice (a “Tax Notice”) to the Escrow Agent and Stockholders’ Agent of the amount to be disbursed to Acquiror pursuant to Section 1.4(a)(ii), and in the event that within ten (10) business days from and after receipt of such a Tax Notice, Stockholders’ Agent does not provide a written objection to the Escrow Agent and Acquiror with respect to such Tax Notice, the Escrow Agent shall have no duty disburse to prepare or file any Federal or state tax report or return with respect Acquiror the amount set forth in the Tax Notice. Nothing in this Section 1.4(a) shall affect the Security Holders’ rights to the Escrow Property, except for the delivery receive investment earnings and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction income of the PartiesIndemnification Escrow pursuant to this Agreement and Section 1.3(f). (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax payer identification numbers by furnishing the appropriate completed Internal Revenue Service forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyProperty and to remit such amounts to the Internal Revenue Service. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes (including any transfer taxes) in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, assessment, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, assessment, penalty or other cost or expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow AgentAgent or the lack of performance of its expressed duties and obligations under this Escrow Agreement. The indemnification provided by this Section 1.6(c1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees 8.1 The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Escrowed Funds shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Partythe Grantor, whether or not such income was disbursed during such calendar year. Notwithstanding anything to . 8.2 On the contrary hereindate hereof, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party Grantor shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 X-0, X-0XXX, X-0XX, W-8ECI, W-8EXP, or W-8 W-8IMY and such other related forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyEscrowed Funds. (c) 8.3 To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyEscrowed Funds, the Escrow Agent shall satisfy such liability from the Escrowed Funds to the extent possible from funds are available pursuant to the Escrow Propertyterms of this Agreement. The PartiesGrantor hereby indemnifies, jointly defends and severally, hereby indemnify, defend and hold holds the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Escrowed Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence negligence, fraud or willful wilful misconduct of the Escrow Agent. The indemnification provided by Payment pursuant to this Section 1.6(c) is in addition to 8.3, shall be made by the indemnification provided in Section 3.1 and shall survive Grantor within 60 days of receipt of written demand from the resignation or removal Escrow Agent. 8.4 The sole tax reporting obligation of the Escrow Agent hereunder shall be to file appropriate versions of Forms 1099-INT with the Internal Revenue Service with respect to interest income earned on funds held in the Escrow Account and to provide copies thereof to the termination of this Escrow AgreementGrantor.

Income Tax Allocation and Reporting. (a) Each Party agrees thatThe Parties acknowledge and agree that Nex-Tech shall be treated as the owner of the Escrow Property for Tax purposes. Nex-Tech shall report on its respective Tax Returns and be liable for the payment of, for tax and shall pay when due, all Taxes upon the Escrow Earnings. For Tax reporting purposes, all Escrow Earnings earned from the investment of the Escrow Property or any portion thereof in any Tax year shall be reported as allocated to Nex-Tech until the release of the Escrow Property (or portions thereof) to Nex-Tech or the Lender in accordance with this Agreement. The Escrow Agent shall report all Escrow Earnings on Form 1099 or other appropriate forms with respect to each calendar year during the term of this Agreement in a manner consistent with the provisions of this Section 1.4. In addition, Nex-Tech and Lender hereby acknowledge and agree that the Escrow Property shall be deemed to be the property treated as an installment obligation for purposes of Section 453 of the Company and all interest and other income from investment Internal Revenue Code of the Escrow Property shall1986, as of the end of each calendar year amended, and no Party shall take any action or filing position inconsistent with such characterization, except to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Partiesapplicable law. (b) Prior to Closing, Nex-Tech and the execution of this Escrow Agreement, or within two days thereafter, each Party Lender shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands Nex-Tech and the Lender understand that if such tax Tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations Treasury Regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyEarnings. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes Taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby Nex-Tech shall indemnify, defend and hold the Escrow Agent harmless from and against any taxTax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such taxTax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(d) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for U.S. federal income tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Cash and WC Escrow Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue Serviceyear, be reported by the Escrow Agent on Internal Revenue Service (“IRS”) Form 1099 (or other applicable or successor form) as having been earned by such Party, Parent (which shall be treated as the owner of the Escrow Cash and WC Escrow Fund for U.S. federal income tax purposes) regardless of whether or not such income was disbursed during such calendar year. Notwithstanding anything to For the contrary hereinavoidance of doubt, the Escrow Agent shall have no duty make Tax Distributions to prepare or file Parent as required under Section 1.2(a). Parent shall be responsible for paying taxes (including any Federal or state penalties and interest thereon) on all interest earned on the Escrow Cash and WC Escrow Fund and for filing all necessary income tax report or return returns with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Servicesuch income. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the The Escrow Agent shall be entitled to request and receive written instructions from deemed the Company, payor of any interest or other income paid upon investment of the WC Escrow Fund and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructionsFund for purposes of performing tax reporting. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer payor and shall have no responsibility for performing tax reportingreporting to the extent the WC Escrow Fund or the Escrow Fund is released hereunder. The Escrow Agent’s function of making such payments is solely ministerial and upon express at the direction of the PartiesParties as set forth or provided for in this Agreement. (b) The Parties agree that, for U.S. federal income tax purposes, the Accredited Investors shall be treated as the beneficial owners of the Escrow Stock and as such shall be entitled to vote (through the Securityholder Representative) the Escrow Stock and any and all dividends and other income earned on the Escrow Stock shall be reported as having been earned by the Accredited Investors, as allocable to each Accredited Investor in accordance with the Merger Agreement. For the avoidance of doubt, any dividends or other income earned on the Escrow Stock shall be distributed to the Securityholder Representative for further distribution to the Accredited Investors in accordance with the terms of the Merger Agreement as required under Section 1.3(n). The Escrow Agent shall comply will all information reporting requirements imposed on it by applicable law with respect to any dividends or other income earned on the Escrow Stock or distributed pursuant to the terms of this Agreement; provided, however, that the Escrow Agent is not responsible for any tax-reporting related to dividends or other income earned on the Escrow Stock unless required by applicable law. The Securityholder Representative, on behalf of and at the direction of the Accredited Investors, shall be entitled, but not required, to exercise all voting rights and all other rights with respect to the Escrow Stock. The Escrow Agent shall not vote any of the Escrow Stock. As between the Parties, and notwithstanding anything to the contrary in this Section 1.5(b), any holder of Phantom Share Equivalents shall not be treated as the beneficial owner of the Escrow Stock allocable to such holder under the Merger Agreement and such holder shall not be entitled to vote such Escrow Stock or be entitled to receive any dividends or other income earned on such Escrow Stock unless and until such Escrow Stock is actually issued to such holder, and it is intended that such Escrow Stock shall be eligible for installment sale treatment under Section 453 of the Internal Revenue Code of 1986, as amended (the “Code”), and if and to the extent such Escrow Stock is actually released to such holder, interest may be imputed on such Escrow Stock, as required by Sections 483 or 1274 of the Code. (c) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate IRS forms W-9 or W-8 and such other forms and documents that the Escrow Agent may requestreasonably request in connection with its tax reporting obligations under applicable law in connection with this Agreement. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyFund. (cd) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the WC Escrow PropertyFund or the Escrow Fund, the Escrow Agent shall satisfy such liability to the extent possible from the WC Escrow PropertyFund or the Escrow Fund. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the WC Escrow Property Fund or the Escrow Fund and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(d) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement. (e) If and to the extent any portion of the WC Escrow Fund or the Escrow Cash is actually distributed to the Company Securityholders, interest may be imputed on such amount, as required by Section 483 or Section 1274 of the Code.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties and the Escrow Agent agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Funds shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Seller Representative, to the extent such Partyinterest accrued on or after the Closing Date, or by Buyer, to the extent such interest accrued prior to the Closing Date, as applicable, whether or not such income was disbursed during such calendar year. Notwithstanding anything to In the contrary herein, event the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and does not receive written instructions in accordance with Section 1.2, for tax reporting purposes all interest and other income from the Company, and investment of the Escrow Agent Funds shall continue to be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, reported as having been earned by the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the PartiesBuyer. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyFunds. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyFunds, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyFunds. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c2.3(c) is in addition to the indemnification provided in Section 3.1 4.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties.. WTNA – Form of Escrow Agreement (12/2020) 5 (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. Agent’s function of making such payments is solely ministerial and upon written direction of the Parties. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company Issuer and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by to the extent required by the Internal Revenue ServiceCode of 1986, as amended (the “Code ) to be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the The Escrow Agent shall have no duty to prepare be deemed the payor of any interest or file any Federal or state tax report or return with respect to other income paid upon investment of the Escrow Property, except Property for the delivery and filing purposes of performing tax information reporting forms required to be delivered and filed with the Internal Revenue Servicereporting. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the funds held under this Escrow PropertyAgreement, the Escrow Agent shall be entitled to request and receive written instructions from the CompanyParties, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructionsinstruction. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer payor and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for federal and applicable state and local income tax reporting purposes, Acquiror shall be treated as the owner of the Escrow Property shall be deemed to be the property of the Company Funds, and all interest and other income from investment of the Escrow Property Funds shall, as of the end of each calendar Tax year and to the extent required by the Internal Revenue Service, be reported by the Escrow Agent on IRS Form 1099 or IRS Form 1042-S, as applicable, as having been earned by such PartyAcquiror, whether or not such income was disbursed during such calendar yeardisbursed. Notwithstanding anything to It is intended that the contrary herein, right of the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect Shareholders to the Escrow PropertyFunds shall be treated as a deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Internal Revenue Code of 1986, except as amended (the “Code”) and any corresponding provision of foreign, state or local law, as appropriate. The Parties agree that, for federal and applicable state and local income tax reporting purposes, the delivery Shareholders shall be treated as the owners of the Shareholders’ Agent Fund, and filing all interest and other income from investment of tax information reporting forms the Shareholders’ Agent Fund shall, as of the end of each Tax year and to the extent required to be delivered and filed with by the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on be reported by the Escrow PropertyAgent on IRS Form 1099 or IRS Form 1042-S, the as applicable, as having been earned by Shareholders’ Agent, whether or not disbursed. The Escrow Agent shall be entitled to request and receive written instructions from deemed the Company, payor of any interest or other income paid upon investment of the Escrow Funds and the Escrow Shareholders’ Agent shall be entitled to rely conclusively and without further inquiry on such written instructionsFund for purposes of performing tax reporting. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer payor and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. The Parties agree that any consideration payable subsequent to the Closing Date may result in imputed interest under Sections 483 or 1274 of the Code. The Parties hereto further agree not to take any action inconsistent with the treatment described in this Section 1.4(a), unless otherwise required by law. (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms properly completed IRS Forms W-9 or W-8 W-8, as applicable on behalf of themselves and the Shareholders (including taxpayer identification numbers, to the extent required, as set out in instructions to the applicable form) and such other required forms and documents that are reasonably requested by the Escrow Agent may requestAgent. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of payment from the Escrow PropertyFunds or the Shareholders’ Agent Fund. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyFunds or Shareholders’ Agent Fund, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyFunds or Shareholders’ Agent Fund, as applicable. Each of Acquiror and the Shareholders’ Agent (solely on behalf of the Shareholders and in its capacity as the Shareholders’ Agent, not in its individual capacity), severally but not jointly, shall indemnify, defend and hold the Escrow Agent harmless from and against fifty percent (50%) of any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The PartiesShareholders’ Agent (solely on behalf of the Shareholders and in its capacity as the Shareholders’ Agent, jointly and severallynot in its individual capacity), hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Shareholders’ Agent Fund and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.1.4(c)

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, Except as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary stated herein, the Escrow Agent does not have any interest in the Escrow Amount but is serving as escrow holder only and having only possession thereof. Any payments of income and principal from the Escrow Amount shall have no duty be subject to prepare withholding and information reporting regulations then in force with respect to federal, state or file any Federal or local taxes. For federal and state income tax report or return purposes, the Company shall be treated as the owner of the Escrow Amount and thus shall take into account in filing its income tax returns all items of income, gain, loss and deduction with respect to the Escrow PropertyAmount. If and to the extent any amount of the Escrow Amount is actually distributed to Company, except for the delivery and filing interest may be imputed on such amount, as required by Section 483 or 1274 of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to Code of 1986, as amended (the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties“Code”). (b) Prior to the execution closing of this Escrow Agreement, or within two days thereafterthe Offering, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and and/or such other forms and documents that the Escrow Agent may reasonably request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyAmount. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyAmount, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyAmount in the Escrow Account. The Parties, jointly and severally, hereby Parties shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Amount and the investment thereof unless such tax, late payment, interest, penalty or other expense expenses was finally adjudicated to have been directly caused by the gross negligence or negligence, willful misconduct or fraud of the Escrow Agent. The indemnification provided by this Section 1.6(c2.02(c) is in addition to the indemnification provided in Section 3.1 4.01 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow AgreementAgent.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party the Company shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party The Company understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby Company shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, <Name Redacted> whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery The parties agree and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, acknowledge that the Escrow Agent shall not be deemed considered the payer “Payer”, “Withholding Agent”, “Middleman” or “Broker” as defined in Chapters 3, 4, 24 and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction 61 of the PartiesInternal Revenue Code (“IRC”), Title 26, United States Code, with respect to the disbursement of funds from the Escrow Account to either the Company or <Name Redacted>. <Name Redacted>, if applicable, will produce any required 1099 reporting that is required under IRC Section 6045 for the disbursement of the funds. (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Company Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees a. The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Earnings shall, as of the end of each calendar year and to the extent required by the Internal Revenue ServiceService (“IRS”), be reported as having been earned by such Party, Seller whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the The Escrow Agent shall have no duty to prepare report any interest or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings income earned on the Escrow PropertyFunds, if any, to the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry IRS or other taxing authority on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the PartiesIRS Form 1099. (b) b. Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party shall provide the Parties have provided the Escrow Agent with certified tax identification numbers by furnishing appropriate forms IRS Forms W-9 or W-8 W-8, as applicable, and such other forms and documents that the Escrow Agent may requesthas reasonably requested. Each Party understands that The Parties understand that, if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyFund. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. c. The Parties, severally and not jointly (i.e., one-half by Buyer and severallyone-half by Seller), hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Fund and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused arose from bad faith, gross negligence, willful misconduct, fraud, or material breach of this Escrow Agreement by the gross negligence Escrow Agent; provided, however, that to the extent the Escrow Agent is entitled to any indemnification pursuant to this Section 1.5(c) resulting from a Party’s failure to provide a fully executed IRS Form W-8, W-9 and/or other required documentation pursuant to Section 1.5(b) or willful misconduct of as requested by the Escrow Agent from such Party, such Party shall be solely responsible for indemnifying the Escrow Agent for such taxes, late payments, interest, penalties, or other costs or expenses assessed against the Escrow Agent. The indemnification provided by this Section 1.6(c1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property (the “Earnings”) shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such PartySeller, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary hereinin this Escrow Agreement, the Escrow Agent shall have distribute as directed by the Seller out of the Escrow Property an amount equal to the product of the Earnings included in income pursuant to the immediately preceding sentence multiplied by 40%. Each such distribution shall be made not later than seven (7) days prior to the date Seller is required to file an estimated tax return that includes any such Earnings in its income, or on such other dates as specified by Seller in its sole discretion, or immediately prior to the final release from the Escrow Property; provided, however, that no duty to prepare or file any Federal or state tax report or return duplicate distributions shall be made with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Servicesuch Earnings. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the The Escrow Agent shall be entitled to request and receive written instructions from deemed the Company, payor of any Earnings paid upon investment of the Escrow Property for purposes of performing tax reporting and the Escrow Agent shall be entitled will issue an Internal Revenue Service Form 1099 to rely conclusively Buyer and without further inquiry on the Internal Revenue Service to report any such written instructionsEarnings. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer payor and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Interested Parties. (b) Prior to closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and The Parties agree that all interest and other income earned from investment of the Escrow Property shall, as (“Generated Income”) shall be taxable to Purchaser and that any taxes payable with respect to Generated Income shall be paid by the Purchaser. At the written instruction of the end of each calendar year Purchaser and to the extent required by Seller Representative, demonstrating the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary hereincalculations set forth in this paragraph, the Escrow Agent shall have no duty make distributions to prepare the Purchaser, in connection with its quarterly estimated payment dates, an amount equal to 40% of the excess of (i) the amount of Generated Income attributable to the relevant quarterly period, over (ii) the amount of imputed interest deemed to accrue under Sections 483 or file any Federal or state tax report or return 1274 of the Code for such quarterly period with respect to the Escrow Property; provided, except for the delivery however, that such distributions shall be reduced by any withholding and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, remittance done by the Escrow Agent under paragraph (b) of this Section 1.4. The Escrow Agent shall bear no responsibility for calculating or confirming any amount instructed for disbursement herein, but shall be entitled to request and receive written entirely rely on the instructions provided to it in writing. The Parties agree that any amount distributed by the Escrow Agent from the CompanyEscrow Property to the Sellers and Participating Bonus Plan Participants pursuant to the terms of this Escrow Agreement (other than amounts treated as interest for U.S. federal income tax purposes under Section 483 or 1274 of the Code) shall be treated for U.S. federal income tax purposes as additional consideration paid to the Sellers and Participating Bonus Plan Participants pursuant to the Purchase Agreement as and when such amount is distributed. The Purchaser shall be responsible for all tax reporting required with respect to any Generated Income and any other amounts derived hereunder, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have bear no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Partiesreporting responsibilities hereunder. (b) Prior to Closing, the execution of this Escrow Agreement, or within two days thereafter, each Party Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold tax on a portion of any interest or other income earned on the investment of the Escrow PropertyGenerated Income. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyGenerated Income, the Escrow Agent shall satisfy such liability be authorized to the extent possible deduct from the Escrow Property. The PartiesProperty such taxes, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against including any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent Agent, on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation Agent or removal of the Escrow Agent and the termination its breach of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company Issuer and all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by such Party, whether or not such income was disbursed during such calendar year. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to the Escrow Property, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the CompanyIssuer, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (b) Prior to the execution of this Escrow Agreement, or within two days thereafter, each Party shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. Each Party understands that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. (c) . To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, hereby indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.6(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Income Tax Allocation and Reporting. (a) Each Party agrees The Parties agree that, for tax reporting purposes, the Escrow Property shall be deemed to be the property of the Company and all interest and other income from investment of the Escrow Property Deposit Amount shall, as of the end of each calendar year and to the extent required by the Internal Revenue ServiceIRS, be reported as having been earned by such Partythe Parent, whether or not such income was disbursed during such calendar year. Notwithstanding anything The Parent shall be responsible for paying taxes (including any penalties and interest thereon) on all interest earned on the Escrow Deposit Amount and for filing all necessary tax returns with respect to such income. The Parties hereto acknowledge and agree that for federal and applicable state and local income tax purposes, any disbursements from the Escrow Funds to Members shall be treated as payments pursuant to an “installment sale” within the meaning of Code section 453(a). To the extent any Escrow Funds are distributed to or for the benefit of the Effective Time Holders, interest shall be imputed on such amount as required by Section 1274 of the Code upon written direction from Parent. Parent will provide a breakdown of the dollar amount of principal and the dollar amount to be characterized as interest prior to the contrary herein, payment by the Escrow Agent to any party under this Agreement. Parent will confirm that in no event shall have no duty the aggregate payments from the Escrow Funds to prepare or file any Federal or state tax report or return with a holder of a Company Unit in respect of such holder’s Company Unit exceed an amount equal to the Escrow Property, except for the delivery and filing holder’s initial Pro Rata Share of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on the Escrow Property, the Escrow Agent shall be entitled to request and receive written instructions from the Company, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With Deposit Amount in respect to any other payments made under this Escrow Agreement, the Escrow Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Partiesholder’s Company Units as set forth in the Payout Spreadsheet multiplied by (ii) the greater of (x) 105% or (y) 100% plus 5 times the “Federal mid-term rate” as defined in Section 1274(d)(1) of the Code (expressed as a percentage) in effect at the time the escrow is funded. (b) Prior to the execution of this Escrow Agreementdate hereof, or within two days thereafter, each Party Parent shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms a properly executed IRS Form W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. Each Party understands The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow PropertyDeposit Amount. (c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow PropertyDeposit Amount, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow PropertyFunds. The PartiesParent and the Securityholder Representative (solely on behalf of the Members and in its capacity as the Securityholder Representative, not in its individual capacity), jointly and severally, hereby shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property Funds and the investment thereof unless such tax, late payment, interest, penalty or other expense was finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Escrow Agent. Solely as between Parent and the Securityholder Representative (on behalf of the Effective Time Holders), such taxes shall be paid fifty percent (50%) by Parent and fifty percent (50%) by the Securityholder Representative (on behalf of the Effective Time Holders). The indemnification provided by this Section 1.6(c1.6(d) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.