Common use of Investment of Escrow Funds Clause in Contracts

Investment of Escrow Funds. (i) The Escrow Agent shall promptly invest and reinvest each of the Buyer Escrow Fund and the Company Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative to either the investment of the Buyer Escrow Fund or the Company Escrow Fund or the purchase, sale, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading or capital markets operations. The Escrow Agent shall send statements to each of the parties periodically reflecting activity for the escrow accounts in respect of each of the Company Escrow Fund and the Buyer Escrow Fund for the preceding month. Although the parties acknowledge that they may obtain a broker confirmation or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required to be issued by the Escrow Agent for each period in which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each of the Buyer Escrow Fund and the Company Escrow Fund, as applicable, shall be added to the Buyer Escrow Fund or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was made.

Investment of Escrow Funds. (i) The Escrow Funds shall be credited by Escrow Agent and recorded in an escrow account. Escrow Agent shall promptly be permitted, and is hereby authorized, to deposit, transfer, hold and invest all funds received under this Escrow Agreement, including principal and reinvest each interest, in the Xxxxx Fargo Advantage 100% Treasury Money Market Fund ("Xxxxx Fargo Advantage Funds") during the period of this escrow. Any interest received by Escrow Agent with respect to the Escrow Funds, including reinvested interest, shall become part of the Buyer Escrow Fund Funds and shall be disbursed according to Section 4 of this Agreement. The parties agree that, for tax reporting purposes, all interest or other taxable income earned on the Company Escrow FundFunds in any tax year shall be taxable to the recipient of such income. The parties hereto shall, including all proceeds within thirty (30) days after the date hereof, provide Escrow Agent with certified tax identification numbers by furnishing appropriate IRS forms W-9 or W-8 and income derived (directly or indirectly) therefromother forms and documents that Escrow Agent may reasonably request. The parties hereto understand that if such tax reporting documentation is not so certified to Escrow Agent, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued Escrow Agent may be required by the United States Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) The parties recognize and agree that other income earned on the Escrow Agent will not provide supervision, recommendations or advice relative Funds pursuant to either the investment of the Buyer this Escrow Fund or the Company Escrow Fund or the purchase, sale, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading or capital markets operationsAgreement. The Escrow Agent shall send statements be entitled to each sell or redeem any such investments as necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment made pursuant to the instructions of Buyer or Seller, or for any loss resulting from the parties periodically reflecting activity for sale of such investment pursuant to the escrow accounts in respect instructions of each of the Company Escrow Fund and the Buyer Escrow Fund for the preceding monthor Seller. Although the The parties acknowledge that they may obtain a broker confirmation the Escrow Agent is not providing investment supervision, recommendations, or written statement containing comparable information, each hereby agrees that confirmations of Permitted advice. Investments in the Xxxxx Fargo Advantage Funds are not required to obligations of, or endorsed or guaranteed by, the Escrow Agent or its affiliates and are not insured by the Federal Deposit Insurance Corporation. The Escrow Agent and its affiliates provide various services for the Xxxxx Fargo Advantage Funds and are paid fees for such services. Proceeds of the sale of investments will be issued delivered on the business day on which the appropriate instructions are received by the Escrow Agent if received prior to the deadline for each period same day sale of such permitted investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next business day. Investments will be made promptly following the availability of such funds to the Escrow Agent taking into consideration the regulations and requirements (including investment cut-off times) of the Federal Reserve wire system, any investment provider, and the Escrow Agent. To the extent that Escrow Agent becomes liable for the payment of any taxes in which a statement is provided; PROVIDEDrespect of income derived from the investment of funds held or payments made hereunder, HOWEVEREscrow Agent shall satisfy such liability to the extent possible from the Escrow Funds. The parties agree to indemnify and hold Escrow Agent harmless from and against any taxes, that no confirmation statement need be rendered additions for such escrow accounts if no activity occurred for such period. (iii) Interest late payment, interest, penalties and other earnings expenses that may be assessed against Escrow Agent on each or with respect to any payment or other activities under this Escrow Agreement unless any such tax, addition for late payment, interest, penalties and other expenses shall arise out of the Buyer Escrow Fund and the Company Escrow Fund, as applicable, shall or be added to the Buyer Escrow Fund or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne caused by the Buyer actions, or failure to act, of Escrow Fund or Company Escrow Fund for which the investment was madeAgent.

Investment of Escrow Funds. (i) Prior to the disbursement of Escrow Funds pursuant to Section 6 of this Agreement, Escrow Agent shall deposit and invest the Escrow Funds in a non-interest bearing account. The Escrow Agent shall promptly invest and reinvest each of the Buyer Escrow Fund and the Company Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, in (A) an interest-bearing account may be subsequently provided with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint a Joint Written Direction with specific written instructions of Buyer and Companydirecting that the Escrow Funds be invested in other investment accounts, securities issued by provided that the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) The parties recognize and agree provide such other instruments that the Escrow Agent will not provide supervision, recommendations may reasonably require to make such other investments. With respect to any funds received by Escrow Agent for deposit into the Escrow Account or advice relative any Joint Written Direction received by Escrow Agent with respect to either the investment of any funds in the Buyer Escrow Fund Account after 10:00 a.m., Colorado time, on any given business day, Escrow Agent shall not be required to invest such funds or to effect such investment instructions until the Company next day upon which banks in Colorado are open for business. Disbursements From the Escrow Fund or the purchase, sale, retention or other disposition of any Permitted InvestmentsAccount. The Escrow Agent will continue to hold the Escrow Funds until all of the Investors, Pacere and the Company execute a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to the Joint Written Direction signed by all of the Investors, Pacere and the Company. In the event that the Escrow Funds are to be disbursed to the Company, such Joint Written Direction shall specify that all of the conditions to the Closing of all of the Securities Purchase Agreements have been satisfied. In disbursing such funds, Escrow Agent is hereby authorized to execute purchases rely upon such Joint Written Direction from the Investors, Pacere and sales the Company and may accept signatures from the Investors, Pacere and the Company that the Escrow Agent already has on file and any signatory from the Investors, Pacer and from the Company listed on the signature page to this Agreement. In the event Escrow Agent does not receive a total of Permitted Investments through its own trading $2,950,000.00 in Escrow Funds from the Investors or capital markets operations. The does not receive a Joint Written Direction for the disbursement of the Escrow Funds to the Company by the Expiration Date, Escrow Agent shall send statements notify the Company and shall, within five (5) business days after such date and without any further instruction or direction from the parties, return to each Investor, by bank check and by first class mail, the amount received from each Investor and deposited into the Escrow Funds, without interest and without deduction, penalty or expense to the Investor. The amount returned to each Investor shall be free and clear of the parties periodically reflecting activity for the escrow accounts in respect of each any and all claims of the Company or any of its creditors. In making disbursements of Escrow Fund Funds under this Section 6, Escrow Agent shall only disburse such amounts that have been received by Escrow Agent in collected funds. For purposes of this Agreement, the term "collected funds" shall mean all funds received by Escrow Agent which have cleared normal banking channels and are in the Buyer form of cash. Suspension of Performance; Disbursement into Court. If at any time there shall exist any dispute among the Company, Pacere, the Investors, Escrow Fund for Agent or any other person with respect to the preceding month. Although holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties acknowledge that they have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: Suspend the performance of any of Escrow Agent's obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may obtain a broker confirmation or written statement containing comparable informationbe); provided however, each hereby agrees that confirmations of Permitted Investments are not required Escrow Agent shall continue to be issued by invest the Escrow Funds in accordance with Section 5 hereof; and/or Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in Denver, Colorado for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by Escrow Agent for each period in which a statement is provided; PROVIDEDthe Escrow Account. In determining the resolution of such dispute or uncertainty, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each court shall apply the laws of the Buyer State of Colorado. Escrow Fund and the Company Escrow Fund, as applicable, Agent shall be added have no liability to the Buyer Company, Pacere, any of the Investors or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Fund Account or the Company any delay in or with respect to any other action required or requested of Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was madeAgent.

Investment of Escrow Funds. (i) The Escrow Agent shall promptly agrees to invest and reinvest each funds in the Escrow Account, but only upon written instructions signed by an authorized agent of the Buyer Escrow Fund and the Company Escrow Koch Xxxiculture, in The One Group ______________ Fund, including all proceeds and income derived (directly or indirectly) therefrom, other investments as outlined in (A) an interest-bearing account with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penaltyExhibit C hereto. (ii) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative relating to either the investment of moneys held in the Buyer Escrow Fund or the Company Escrow Fund Account or the purchase, sale, retention or other disposition of any Permitted Investmentspermitted investment. (iii) Interest and other earnings on permitted investments shall be added to the Escrow Account. Any loss or expense incurred as a result of an investment will be borne by the Escrow Account. In the event that the Escrow Agent does not receive directions to invest funds held in the Escrow Account, the Escrow Agent shall invest such funds in The One Group Treasury Money Market Fund Class I or a successor or similar fund. (iv) The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments permitted investments through the facilities of its own trading or capital markets operationsoperations or those of any affiliated entity. The Escrow Agent shall send statements to each of the parties periodically hereto on a monthly basis reflecting activity for in the escrow accounts in respect of each of the Company Escrow Fund and the Buyer Escrow Fund Account for the preceding month. Although the parties acknowledge Koch Xxxiculture and Purina each recognizes that they it may obtain a broker confirmation or written statement containing comparable informationinformation at no additional cost, each Koch Agriculture and Purina hereby agrees agree that confirmations of Permitted Investments permitted investments are not required to be issued by the Escrow Agent for each period month in which a monthly statement is provided; PROVIDED, HOWEVER, that no confirmation rendered. No statement need be rendered for such escrow accounts the Escrow Account if no activity occurred for such periodmonth. (iiiv) Interest Koch Xxxiculture and other earnings on each Purina acknowledge and agree that the delivery of the Buyer Escrow Fund and the Company Escrow Fund, as applicable, shall be added escrowed property is subject to the Buyer Escrow Fund or the Company Escrow Fund, as applicablesale and final settlement of permitted investments. Any loss or expense incurred from an investment Proceeds of a sale of permitted investments will be borne by delivered on the Buyer Escrow Fund or Company Escrow Fund for business day on which the investment was madeappropriate instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale of such permitted investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding business day.

Investment of Escrow Funds. (i) The Escrow Agent shall promptly is directed and instructed to initially invest and reinvest each the Escrow Funds in [the ___________Bank Time Demand Open Account]. Receiver may provide instructions changing the investment of the Buyer Escrow Fund and the Company Escrow Fund, including all proceeds and income derived Funds (directly or indirectlysubject to applicable minimum investment requirements) therefrom, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectivelyfurnishing of a written certification to the Escrow Agent; provided, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVERhowever, that no investment or reinvestment may be made that would subject except the Buyer Escrow Fund following: 3.3.1. Direct obligations of the United States of America or obligations the Company Escrow Fund to an early withdrawal principal of and the interest on which are unconditionally guaranteed by the United States of America; 3.3.2. Certificates of deposit issued by any bank, bank and trust company, or termination penalty. national banking association with a total capital and surplus of at least $250,000,000 (ii) The parties recognize and agree that including the Escrow Agent will and its affiliates), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or similar governmental agency; or 3.3.3. Any institutional money market fund or money market account offered by the Escrow Agent, including any institutional money market funds or money market account managed by the Escrow Agent or any of its affiliates. 3.3.4. If at any time that an investment decision must be made the Escrow Agent has not provide supervisionreceived a written certification from Receiver, recommendations the Escrow Agent shall invest the Escrow Funds, or advice relative such portion thereof as to either which no written certification from Receiver has been received, in a Bank Time Demand Open Account or equivalent. 3.3.5. No investment by the investment Escrow Agent pursuant to this Escrow Agreement shall be made in any instrument or security that has a maturity of greater than ninety (90) days. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to Receiver, sell or liquidate any of the Buyer foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Fund Funds permitted or required hereunder. All investment earnings shall become part of the Company Escrow Fund or Funds and investment losses shall be charged against the purchase, sale, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading or capital markets operationsFunds. The Escrow Agent shall send statements not be liable or responsible (except for its own misconduct) for loss in the value of any investment made pursuant to each this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the parties periodically reflecting activity for the escrow accounts in Escrow Funds. With respect of each of the Company to any Escrow Fund and the Buyer Escrow Fund for the preceding month. Although the parties acknowledge that they may obtain a broker confirmation or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required to be issued Funds received by the Escrow Agent after three o’clock, p.m. New York, New York time, the Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which the banks in New York, New York are open for each period in which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such periodbusiness. (iii) Interest and other earnings on each 3.3.6. Notwithstanding the foregoing, Escrow Agent may hold any stock received as part of the Buyer Escrow Fund and the Company Escrow FundMerger Consideration and, as applicable, shall be added to the Buyer Escrow Fund or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne directed by the Buyer Escrow Fund or Company Escrow Fund for which the investment was madeReceiver, sell such stock from time to time.

Investment of Escrow Funds. (i) The Escrow Agent shall promptly initially invest and reinvest the Escrow Funds in 90-day United States treasury bills, and any residual cash balances in the Citibank Market Deposit Account, which is a deposit account of the Escrow Agent, and from time to time thereafter as the Stockholder Representative and the Surviving Corporation shall direct the Escrow Agent in a joint written instruction signed by each of the Buyer Escrow Fund Stockholder Representative and the Company Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, in Surviving Corporation notwithstanding that (A) the Escrow Agent or an interest-bearing account with an institution the deposits in which are insured by an agency affiliate of the United StatesEscrow Agent charges and collects fees and expenses from such fund for services rendered (provided that such charges, fees and expenses are on terms consistent with terms negotiated at arm's length) and (B) the Escrow Agent charges and collects fees and expenses for services rendered pursuant to this Agreement. Neither the Escrow Agent nor any of its affiliates shall be required to account for any profits or benefits received for services described in clause (A) or (B) upon joint written instructions above. Neither the Escrow Agent nor any of Buyer its affiliates assume any duty or liability for monitoring the rating of the selected investment. If, at any time during the term of this Agreement, an investment selection is not made, the Escrow Funds on deposit in the Escrow Accounts shall be invested in 90-day United States treasury bills, with any residual cash balances to be deposited in the Citibank Market Deposit Account. The Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the funds on deposit in the Escrow Accounts, provided that the Escrow Agent has made such investment, reinvestment or liquidation of the funds on deposit in the Escrow Accounts in accordance with the terms, and Companysubject to the conditions, securities issued of this Agreement. The investments in which the funds on deposit in the Escrow Accounts are invested from time to time may be held by the United States Escrow Agent directly or through any department clearing agency or agency thereof depository (collectively, the "PERMITTED INVESTMENTSClearing Agency"); PROVIDED) including the Federal Reserve/Treasury Book-Entry System for United States and federal agency securities, HOWEVERand the Depository Trust Company. The Escrow Agent shall not have any responsibility or liability for the actions or omissions to act on the part of any Clearing Agency. The Escrow Agent is authorized, that no for any such investments at any time held hereunder, to register such investment in the name of one or reinvestment more of its nominee(s) or the nominee(s) of any Clearing Agency in which the Escrow Agent has a participant account, and such nominee(s) may sign the name of any of the parties hereto and guarantee such signature in order to transfer securities or certify ownership thereof to tax or other governmental authorities. Any investment direction contained herein may be made executed through an affiliated broker or dealer of the Escrow Agent and such broker or dealer shall be entitled to its usual and customary fee. The Escrow Agent shall have no obligation to invest or reinvest any portion of the Escrow Funds on the day of the deposit if such funds are deposited with the Escrow Agent after 11:00 a.m. (New York time) on such day. In such event, the Escrow Agent shall invest or reinvest such funds on or prior to the following Business Day in New York. Instructions to invest or reinvest that would subject are received after 11:00 a.m. (New York time) will be treated as if received on the Buyer following Business Day in New York. Any interest accruing on, and other earnings on investment of, the Escrow Fund Funds shall be deemed to be a part of the Escrow Funds, and the Stockholders shall be liable for taxes thereon. Any loss or expense incurred as a result of an investment will be borne by the Company Escrow Fund to an early withdrawal or termination penalty. (ii) Funds. The parties Merger Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative relating to either the investment of the Buyer Escrow Fund or the Company Escrow Fund Funds or the purchase, sale, retention or other disposition of any Permitted Investmentsinvestment. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments investments as permitted hereunder through the facilities of its own trading or capital markets operationsoperations or those of any affiliated entity. The Escrow Agent shall send statements to each of Buyer and the parties periodically Stockholder Representative on a monthly basis reflecting activity for in the escrow accounts in respect of each of the Company Escrow Fund and the Buyer Escrow Fund Accounts for the preceding month. Although The Escrow Agent does not have any interest in the parties acknowledge that they may obtain a broker confirmation Escrow Funds deposited hereunder but is serving as escrow holder only and having only possession thereof. Buyer shall pay or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required to be issued by reimburse the Escrow Agent upon request for each period any transfer taxes or other similar taxes relating to or incurred in which a statement connection with the Escrow Funds and shall indemnify and hold harmless the Escrow Agent from any amounts that it is provided; PROVIDEDobligated to pay in the way of such taxes. Any payments of income from the Escrow Funds shall be subject to withholding regulations then in force with respect to United States federal taxation. On or prior to the Effective Date, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each of the Buyer Merger Parties will provide the Escrow Fund Agent with a completed Form W-9 for tax identification number certifications ("Form W-9") and the Company will provide the Escrow Fund, as applicable, Agent with each Stockholder's completed Form W-9. The Escrow Agent shall be added responsible only for income reporting to the Buyer Internal Revenue Service with respect to income earned on the Escrow Fund Funds. Pursuant to such income reporting, the Escrow Agent shall prepare and deliver to each Stockholder a Form 1099-B to the extent required by, and in accordance with, U.S. Treasury Regulations. The Escrow Agent shall have no responsibility to verify the accuracy of, nor incur any liability for acting in accordance with, any information contained in the Form W-9s received by it. This Section 9.3 shall survive notwithstanding the termination of this Agreement and the resignation or removal of the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was madeAgent.

Investment of Escrow Funds. (i) The Unless otherwise instructed in writing by the Parties, the Escrow Agent shall promptly invest all funds held pursuant to this Escrow Agreement in the following selected SunTrust Bank deposit option: ¨ SunTrust Institutional Money Market Deposit Option þ SunTrust Non-Interest Deposit Option As of the date of this Escrow Agreement, the investments in the SunTrust Institutional Money Market Deposit Option and reinvest the SunTrust Non-Interest Deposit Option are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount of $250,000, including principal and accrued interest. Deposits in the SunTrust Institutional Money Market Deposit Option and the SunTrust Non-Interest Deposit Option are not secured. The SunTrust Institutional Money Market Deposit Option has monthly withdrawal/disbursement restrictions of a maximum of six per month and, in the event the maximum is reached in any one calendar month, the funds will be moved to a SunTrust Bank non-interest bearing deposit option until the beginning of the following month unless an alternate investment vehicle is selected for this purpose. Alternate Investment Vehicle: ___________________________________________________ Instructions to make any other investment must be in writing and signed by each of the Buyer Escrow Fund and the Company Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) Parties. The parties Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative relating to either the investment of the Buyer Escrow Fund or the Company Escrow Fund moneys held hereunder or the purchase, sale, retention or other disposition of any Permitted Investmentsinvestment, and the Escrow Agent shall not be liable to any Party or any other person or entity for any loss incurred in connection with any such investment. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments investments through the facilities of its own trading or capital markets operationsoperations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder, including, without limitation, charging any applicable agency fee in connection with each transaction. The Escrow Agent shall send statements use its best efforts to each invest funds on a timely basis upon receipt of the parties periodically reflecting activity for the escrow accounts in respect of each of the Company Escrow Fund and the Buyer Escrow Fund for the preceding month. Although the parties acknowledge such funds; provided, however, that they may obtain a broker confirmation or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required to be issued by the Escrow Agent shall in no event be liable for each period in compensation to any Party or other person or entity related to funds which a statement are held un-invested or funds which are not timely invested. The Escrow Agent is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest authorized and other directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. Any investment earnings and income on each the Escrow Account shall become part of the Buyer Escrow Fund and the Company Escrow Fund, as applicable, shall be added to the Buyer Escrow Fund or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was madeAccount.

Investment of Escrow Funds. The Escrow Funds shall be invested by the Escrow Agent, as directed pursuant to the written instructions of Seller, solely in interest-bearing bank accounts or certificates of deposit. Purchaser and Seller acknowledge that all payments made pursuant to this Agreement from the Escrow Funds shall be subject to applicable withholding laws or regulations then in force. If Purchaser provides the Escrow Agent with a properly completed Internal Revenue Service Form W-8BEN (iwith respect to a Purchaser that is not a United States Person within the meaning of the Internal Revenue Code of 1986, as amended, (the “Code”)) The or a properly completed Internal Revenue Service Form W-9 (with respect to a Purchaser that is a United States Person, within the meaning of the Code) then, absent a relevant change of law, the Escrow Agent shall promptly invest and reinvest each of the Buyer not withhold any U.S. Taxes with respect to any amounts paid to Purchaser under this Agreement or with respect to any Escrow Fund and the Company Escrow Fund, including all proceeds and income derived Interest (directly or indirectly) therefrom, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"as defined below); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative to either the investment of the Buyer Escrow Fund or the Company Escrow Fund or the purchase, sale, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading or capital markets operations. The Escrow Agent shall send statements to each report the amounts of all interest earned on the parties periodically reflecting activity for the escrow accounts in respect of each of the Company Escrow Fund and any other income recognized for tax purposes with respect to the Buyer Escrow Fund (collectively, the “Escrow Interest”) during each calendar year (i) to all applicable taxing authorities as the income of the Purchaser by January 31 of the succeeding calendar year and (ii) to the Purchaser and Seller within ten (10) days of a written request for such information from either of the preceding monthPurchaser or Seller. Although The Purchaser shall report as its income for tax purposes all amounts of Escrow Interest to the parties acknowledge that they may obtain a broker confirmation appropriate taxing authorities and shall pay or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required cause to be issued paid all income taxes (if any) that are due and payable by the Purchaser with respect to Escrow Interest (such income taxes, the “Escrow Taxes”). In connection with this payment of Escrow Taxes, the Purchaser and Seller shall direct the Escrow Agent by joint written instructions of Purchaser and Seller (“Joint Instructions”) to release to the Purchaser from time to time out of the Escrow Funds the amount of the Escrow Taxes payable by the Purchaser so as to permit the timely payment of Escrow Taxes by the Purchaser; provided, any Escrow Taxes withheld by the Escrow Agent for each period in shall be treated as having been so released to the Purchaser. The amount of Escrow Taxes shall be determined by Purchaser, with Seller’s consent (which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each Seller agrees not to unreasonably withhold). In the event any portion of the Buyer Escrow Fund and Funds is to be paid over to Seller pursuant to Section 4, then, at the Company time such payment out of the Escrow FundFunds is required to be made, as applicable, the Purchaser shall be added pay to the Buyer Seller an amount equal to the product of (i) the aggregate amount of Escrow Fund or Taxes released to the Company Purchaser multiplied by (ii) a fraction (A) the numerator of which is the amount of such portion of the Escrow Fund, as applicable. Any loss or expense incurred from an investment will Funds to be borne by so paid over to Seller and (B) the Buyer denominator of which is the sum of $14,485,000 plus the aggregate amount of Escrow Fund or Company Interest with respect to which Escrow Fund for which Taxes have been released to the investment was madePurchaser.

Investment of Escrow Funds. (i) 3.1 The Escrow Agent shall promptly invest co-mingle in the Escrow Account all Escrow Deposits received by the Escrow Agent. Subsequent to the clearing of all checks and reinvest each similar items, moneys held in the Escrow Account shall be invested and reinvested by the Escrow Agent in Authorized Investments pursuant to written direction received by the Escrow Agent from anyone purporting to be an authorized representative of the Buyer Energy ESCO or pursuant to oral direction promptly confirmed in writing by such authorized representative. In the event of any discrepancy between the oral and written directions, the investment made by the Escrow Fund Agency in accordance with its understanding of the oral direction shall be presumed to be correct and shall govern. The Escrow Agent may at any time sell or otherwise reduce to cash a sufficient amount of such investments whenever the cash balance in the Escrow Account is insufficient for the purposes thereof and the Company Escrow Fund, including all proceeds and income derived (directly Agent shall not be liable for any early termination penalties connected therewith. Any such investments shall be held by or indirectly) therefrom, in (A) an interest-bearing account with an institution under the deposits in which are insured by an agency control of the United StatesEscrow Agent and shall be deemed at all times a part of the Escrow Account, and the interest accruing thereon and any profit or (B) upon joint written instructions of Buyer dividends realized from such investment shall be credited to and Company, securities issued by held in and any loss shall be charged to the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penaltyAccount. (ii) The parties recognize and agree 3.2 In the event that the Escrow Agent will shall not provide supervision, recommendations or advice relative to either the have received a timely direction for investment of any moneys in the Buyer Escrow Fund or Account, the Company Escrow Fund or Agent shall be under no duty to invest such moneys, but the purchaseEscrow Agent may temporarily invest such moneys in any short term obligations, sale, retention or other disposition of any Permitted Investments. including deposits in itself. 3.3 The Escrow Agent is hereby authorized may make any investment pursuant to execute purchases and sales of Permitted Investments this Part 3 through its own trading or capital markets operationsinvestment department. The Escrow Agent shall send statements not be liable for any depreciation in the value of any investment made pursuant to each this Part 3 or for any loss arising from any such investment. 3.4 Prior to the delivery of the parties periodically reflecting activity Escrow Funds to the Energy ESCO pursuant to Section 4.2, the Escrow Funds and each and every part thereof shall not be used directly or indirectly as security for a loan to the escrow accounts Energy ESCO or any other person, firm or corporation, and shall not be subject to any right, charge, security interest, lien or claim of any kind in respect of each favor of the Company Escrow Fund and the Buyer Escrow Fund for the preceding month. Although the parties acknowledge that they may obtain a broker confirmation or written statement containing comparable informationEnergy ESCO, each hereby agrees that confirmations of Permitted Investments are not required to be issued by the Escrow Agent or any person, firm or corporation claiming through the Energy ESCO or the Escrow Agent other than as specifically set forth in this Escrow Agreement. The Escrow Agent agrees to hold the Escrow Deposits and Escrow Interest, if any, in escrow for each period in which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each the beneficial interest of RG&E pursuant to the terms of this Escrow Agreement subject to delivery of the Buyer Escrow Fund Funds to RG&E pursuant to Section 4.1 and until the Company return of all remaining Escrow Fund, as applicable, shall be added Funds to the Buyer Energy ESCO pursuant to Section 4.2, all subject to the terms of this Escrow Fund or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was madeAgreement.

Investment of Escrow Funds. (ia) The General Liability Escrow Fund shall be credited by Escrow Agent and recorded in an escrow account (the “General Liability Escrow Account”) and the Specified Liability Escrow Fund shall be credited by Escrow Agent and recorded in an escrow account (the “Specified Liability Escrow Account,” and together with the General Liability Escrow Account, the “Escrow Accounts”). The Purchaser and the Seller Parties shall from time to time jointly instruct Escrow Agent in writing to invest the Escrow Funds, to the extent possible, in specific United States Treasury Bills having a remaining maturity of 90 days or less and repurchase obligations secured by such United States Treasury Bills, with any remainder being deposited and maintained in the Xxxxx Fargo Advantage Funds – Government Money Market Fund with Escrow Agent as directed in writing by the Purchaser and the Seller Parties in the form of Exhibit A to this Agreement, until disbursement of the entire Escrow Funds. In the absence of joint written direction, the Escrow Agent shall promptly be permitted, and is hereby authorized, to invest the Escrow Funds in the Xxxxx Fargo Advantage Funds – Government Money Market Fund. Interest earned on the Escrow Funds shall be deposited into and reinvest each accrue in the respective Escrow Accounts. Escrow Agent is authorized to liquidate in accordance with its customary procedures any portion of the Buyer respective Escrow Fund and the Company Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency Funds consisting of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may investments to provide for payments required to be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penaltyunder Section 3 of this Agreement. (iib) The parties recognize and agree that Investments hereunder will be made as soon as possible following the availability of the Escrow Funds to Escrow Agent will not provide supervision, recommendations or advice relative to for investment. (c) Upon the written request of either the investment of the Buyer Escrow Fund Purchaser or the Company Escrow Fund or the purchaseSeller Parties, saleat any time, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading or capital markets operations. The Escrow Agent shall send statements deliver to each of the parties periodically reflecting activity for the escrow accounts in requesting party such information as shall be reasonably requested with respect of each of the Company Escrow Fund and the Buyer Escrow Fund for the preceding month. Although the parties acknowledge that they may obtain a broker confirmation or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required to be issued by the Escrow Agent for each period in which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such periodFunds. (iii) Interest and other earnings on each of the Buyer Escrow Fund and the Company Escrow Fund, as applicable, shall be added to the Buyer Escrow Fund or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was made.

Investment of Escrow Funds. (i) The Escrow Funds shall be invested by the Escrow Agent, as directed pursuant to the written instructions of Seller, solely in interest-bearing bank accounts or certificates of deposit. Purchaser and Seller acknowledge that all payments made pursuant to this Agreement from the Escrow Funds shall be subject to applicable withholding laws or regulations then in force. If Purchaser provides the Escrow Agent with a properly completed Internal Revenue Service form W-8BEN, then, absent a relevant change of law, the Escrow Agent shall promptly invest and reinvest each of the Buyer not withhold any U.S. Taxes with respect to any amounts paid to Purchaser under this Agreement or with respect to any Escrow Fund and the Company Escrow Fund, including all proceeds and income derived Interest (directly or indirectly) therefrom, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"as defined below); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative to either the investment of the Buyer Escrow Fund or the Company Escrow Fund or the purchase, sale, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading or capital markets operations. The Escrow Agent shall send statements to each report the amounts of all interest earned on the parties periodically reflecting activity for the escrow accounts in respect of each of the Company Escrow Fund and any other income recognized for tax purposes with respect to the Buyer Escrow Fund (collectively, the “Escrow Interest”) during each calendar year (i) to all applicable taxing authorities as the income of the Purchaser by January 31 of the succeeding calendar year and (ii) to the Purchaser and Seller within ten (10) days of a written request for such information from either of the preceding monthPurchaser or Seller. Although The Purchaser shall report as its income for tax purposes all amounts of Escrow Interest to the parties acknowledge that they may obtain a broker confirmation appropriate taxing authorities and shall pay or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required cause to be issued paid all income taxes (if any) that are due and payable by the Purchaser with respect to Escrow Interest (such income taxes, the “Escrow Taxes”). In connection with this payment of Escrow Taxes, the Purchaser and Seller shall direct the Escrow Agent by joint written instructions of Purchaser and Seller (“Joint Instructions”) to release to the Purchaser from time to time out of the Escrow Funds the amount of the Escrow Taxes payable by the Purchaser so as to permit the timely payment of Escrow Taxes by the Purchaser; provided, any Escrow Taxes withheld by the Escrow Agent for each period in shall be treated as having been so released to the Purchaser. The amount of Escrow Taxes shall be determined by Purchaser, with Seller’s consent (which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each Seller agrees not to unreasonably withhold). In the event any portion of the Buyer Escrow Fund and Funds is to be paid over to Seller pursuant to Section 4, then, at the Company time such payment out of the Escrow FundFunds is required to be made, as applicable, the Purchaser shall be added pay to the Buyer Seller an amount equal to the product of (i) the aggregate amount of Escrow Fund or Taxes released to the Company Purchaser multiplied by (ii) a fraction (A) the numerator of which is the amount of such portion of the Escrow Fund, as applicable. Any loss or expense incurred from an investment will Funds to be borne by so paid over to Seller and (B) the Buyer denominator of which is the sum of $14,485,000 plus the aggregate amount of Escrow Fund or Company Interest with respect to which Escrow Fund for which Taxes have been released to the investment was madePurchaser.

Investment of Escrow Funds. (ia) The Escrow Agent shall promptly invest and reinvest each of the Buyer Escrow Fund and Funds from time to time in the Company M&T Bank Corporate Deposit Account (the “M&T Deposit Account”) or such similar fund or successor account offered by the Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, Agent. Amounts on deposit in (A) an interest-bearing account with an institution the deposits in which M&T Deposit Account are insured by an agency the Federal Deposit Insurance Corporation (the “FDIC”), subject to applicable rules and regulations of the United StatesFDIC, or (B) upon joint written instructions in the basic FDIC Insurance amount of $250,000, per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000. Each of Buyer and Company, securities issued Seller understands that deposits in the M&T Deposit Account are not secured. The Escrow Agent shall have the right to liquidate any investments of the Escrow Funds held by the United States Escrow Agent hereunder in order to provide funds necessary to make required payments hereunder. The Escrow Agent shall have no authority to invest the Escrow Funds in any other obligations or investments except as provided in this Section 3. Neither Buyer, on the one hand, nor Seller, on the other hand, makes any department express or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment implied representation or reinvestment may be made that would subject warranty with respect to any insurance of any amounts on deposit in the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penaltyFunds. (iib) The parties hereto recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative relating to either the investment of moneys held in the Buyer Escrow Fund or the Company Escrow Fund Account or the purchase, sale, retention or other disposition of any Permitted Investmentspermitted investment. Any loss or expense incurred as a result of an investment will be borne by the Escrow Account. (c) The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments permitted investments through the facilities of its own trading or capital markets operationsoperations or those of any affiliated entity. The Escrow Agent shall send statements to each of the parties periodically hereto on a monthly basis reflecting activity for in the escrow accounts in respect of each of the Company Escrow Fund and the Buyer Escrow Fund Account for the preceding month. Although each of the parties acknowledge hereto recognizes that they it may obtain a broker confirmation or written statement containing comparable informationinformation at no additional cost, each the parties hereto hereby agrees agree that confirmations of Permitted Investments permitted investments are not required to be issued by the Escrow Agent for each period month in which a monthly statement is provided; PROVIDED, HOWEVER, that no confirmation rendered. No statement need be rendered for such escrow accounts the Escrow Account if no activity occurred for such periodmonth. (iiid) Interest The parties hereto acknowledge and other earnings on each agree that the delivery of the Buyer Escrow Fund and the Company Escrow Fund, as applicable, shall be added Funds is subject to the Buyer Escrow Fund or the Company Escrow Fund, as applicablesale and final settlement of permitted investments. Any loss or expense incurred from an investment Proceeds of a sale of permitted investments will be borne by delivered on the Buyer Escrow Fund or Company Escrow Fund for business day on which the investment was madeappropriate instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale of such permitted investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding business day.

Investment of Escrow Funds. (i) Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule A hereto. Escrow Agent may make any investments through its or an affiliate’s bond or investment department, for which Escrow Agent or any of its affiliates may serves as investment advisor and receive compensation with respect to any investment direction hereunder. The Escrow Agent shall promptly invest provide to Shareholder and reinvest each Purchaser a statement, on a monthly basis, reporting the current balance of the Buyer Escrow Fund Funds and the Company Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, in (A) an interest-bearing account with an institution the deposits in which are insured by an agency amount of the United Statesinvestment earnings or losses. With the execution of this Escrow Agreement, Shareholder and Purchaser hereto acknowledge receipt of prospectuses and/or disclosure materials associated with the investment vehicle, either through means of hardcopy or via access to the website associated with the investment selected by Shareholder and Purchaser. Shareholder and Purchaser acknowledge that they have discussed the investment and are in agreement as to the selected investment. Shareholder and Purchaser may provide instructions changing the investment of the Escrow Funds (Bsubject to applicable minimum investment requirements) upon joint written instructions of Buyer and Company, securities issued by the United States furnishing of a Joint Written Direction‑‑specifying the type and identity of the investments to be purchased and/or sold, any particular settlement procedures required, if any (which settlement procedures shall be consistent with industry standards and practices), and such other information as Escrow Agent may require‑‑to the Escrow Agent, and Escrow Agent may make or any department or agency thereof (collectivelycause to be made such investments subject to such additional terms and conditions as Escrow Agent may determine appropriate under the circumstances; provided, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVERhowever, that no investment or reinvestment may be made that would subject except in the Buyer Escrow Fund following: direct obligations of the United States of America or obligations the Company Escrow Fund to an early withdrawal principal of and the interest on which are unconditionally guaranteed by the United State of America; certificates of deposit issued by any bank, bank and trust company, or termination penalty. national banking association (ii) The parties recognize and agree that the including Escrow Agent will not provide supervisionand its affiliates), recommendations which certificates of deposit are insured by the Federal Deposit Insurance Corporation or advice relative to either the investment of the Buyer Escrow Fund a similar governmental agency; repurchase agreements with any bank, trust company, or the Company Escrow Fund or the purchase, sale, retention or other disposition of any Permitted Investments. The national banking association (including Escrow Agent is hereby authorized to execute purchases and sales its affiliates); or any institutional money market fund offered by Escrow Agent, including any institutional money market fund managed by Escrow Agent or any of Permitted Investments through its own trading or capital markets operationsaffiliates. The If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall send statements invest the Escrow Funds, or such portion thereof as to each which no Joint Written Direction has been received, in investments described in clause (i) above. Each of the parties periodically reflecting activity for foregoing investments shall be made in the escrow accounts name of Escrow Agent. No investment shall be made in respect any instrument or security that has a maturity of each greater than six (6) months. Notwithstanding anything to the contrary contained herein, Escrow Agent may, without notice to the Representatives, sell or liquidate any of the Company foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Fund and the Buyer Escrow Fund for the preceding monthFunds permitted or required hereunder. Although the parties acknowledge that they may obtain a broker confirmation or written statement containing comparable information, each hereby agrees that confirmations All investment earnings shall become part of Permitted Investments are not required to be issued by the Escrow Funds and investment losses shall be charged against the Escrow Funds when realized. Escrow Agent shall not be liable or responsible for each period loss in which a statement is provided; PROVIDEDthe value of any investment made pursuant to this Escrow Agreement, HOWEVERor for any loss, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each cost or penalty resulting from any sale or liquidation of the Buyer Escrow Fund and the Company Funds. Escrow FundAgent may use a broker-dealer of its own selection, as applicable, shall be added to the Buyer including a broker-dealer owned by or affiliated with Escrow Fund Agent or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was madeany of its affiliates.

Investment of Escrow Funds. (ia) The Until released in accordance with this Agreement, the Escrow Funds deposited with the Escrow Agent shall promptly invest and reinvest each be kept in trust segregated in the records of the Buyer Escrow Fund Agent and the Company Escrow Fund, including all proceeds and income derived (directly shall be deposited in one or indirectly) therefrom, in (A) an more interest-bearing account with an institution the deposits trust accounts, such accounts to be denominated in which are insured U.S. dollars, to be maintained by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative to either in the investment name of the Buyer Escrow Fund or the Company Escrow Fund or the purchase, sale, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading at one or capital markets operationsmore banks listed in Schedule III hereto (each such bank, an “Approved Bank”). The Escrow Agent shall send statements pay to each the party to whom such portion of the parties periodically reflecting activity for Escrow Deposit is released and is disbursed under this Agreement (the escrow accounts “Receiving Party”), interest at an annual rate which is equal to the 90 day T-Xxxx announced from time to time by The Bank of Nova (b) All amounts held by the Escrow Agent pursuant to this Agreement shall be held in respect of each of the Company Escrow Fund and the Buyer Escrow Fund for the preceding month. Although the parties acknowledge that they may obtain a broker confirmation or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required to be issued trust by the Escrow Agent for each period in which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each of the Buyer Escrow Fund Tekelec Parties and the Company Escrow FundSellers, as applicable, shall be added and the delivery of the Escrow Funds to the Buyer Escrow Fund Agent shall not give rise to a debtor-creditor or other similar relationship between the Company Escrow FundAgent and the Tekelec Parties and the Sellers, as applicable. Any loss or expense incurred from an investment will be borne The amounts held by the Buyer Escrow Agent pursuant to this Agreement are at the sole risk of the Tekelec Parties and the Sellers, as applicable, and, without limiting the generality of the foregoing, the Escrow Agent shall have no responsibility or liability for any diminution of the Escrow Fund which may result from any deposit made with an Approved Bank pursuant to this Section 4, including any losses resulting from a default by the Approved Bank or Company other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. Each of the Tekelec Parties and the Sellers acknowledges and agrees that the Escrow Agent acts prudently in depositing the Escrow Fund at any Approved Bank, and that the Escrow Agent is not required to make any further inquiries in respect of any such bank. (c) At any time and from time to time, any of the Tekelec Parties and the Sellers, acting together, shall be entitled to direct the Escrow Agent by written notice (i) not to deposit any new amounts in any Approved Bank specified in the notice and/or (ii) to withdraw all or any of the Escrow Fund that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Agent will endeavour to withdraw such amount specified in the notice as soon as reasonably practicable and the Tekelec Parties and the Sellers each acknowledge and agree that such specified amount remains at the sole risk of the Tekelec Parties and the Sellers prior to and after such withdrawal. 5. Claims Procedure. (a) Purchaser or Tekelec, either for itself or on behalf of any Tekelec Indemnified Party, may make a claim for payment from the Escrow Funds for indemnification pursuant to Article VI of the Purchase Agreement by delivering a written notice (a “Claim Notice”) to Sellers and the Escrow Agent that describes, in reasonable detail, such claim and the nature and amount of the Indemnity Payment (as defined below) sought in good faith by such Tekelec Indemnified Party. For the purpose of this Escrow Agreement, “Indemnity Payment” shall mean any Losses for which such Tekelec Indemnified Party is entitled to indemnification as a result of a matter giving rise to an indemnity obligation in accordance with Article VI of the investment was madePurchase Agreement. On the date that is thirty (30) calendar days after the Escrow Agent and Sellers have received a Claim Notice, the Escrow Agent shall deliver to such Tekelec Indemnified Party that portion of the Escrow Funds described in, and in accordance with the terms of, the Claim Notice, plus all accrued interest and other earnings earned on such portion from the Closing Date to the date of such distribution, unless within such thirty (30) calendar day period, the Escrow Agent and Purchaser have received a written notice (an “Objection Notice”) from Sellers, or a duly authorized representative thereof, that sets forth an objection to delivery of all or any portion of the Escrow Funds in accordance with the terms of such Claim Notice. The Tekelec Parties acknowledge that as a result of the allocation in the previous sentence of accrued interest and other earnings earned on the portion of the Escrow Funds to be delivered to (b) Notwithstanding the foregoing, at any time upon receipt of a written joint notice from the Tekelec Parties and the Sellers, the Escrow Agent shall pay from the Escrow Funds to the Party specified in such notice the amount specified therein. 6.

Investment of Escrow Funds. (ia) The Until released in accordance with this Agreement, the Escrow Funds deposited with the Escrow Agent shall promptly invest and reinvest each be kept in trust segregated in the records of the Buyer Escrow Fund Agent and the Company Escrow Fund, including all proceeds and income derived (directly shall be deposited in one or indirectly) therefrom, in (A) an more interest-bearing account with an institution the deposits trust accounts, such accounts to be denominated in which are insured U.S. dollars, to be maintained by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued by the United States or any department or agency thereof (collectively, "PERMITTED INVESTMENTS"); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relative to either in the investment name of the Buyer Escrow Fund or the Company Escrow Fund or the purchase, sale, retention or other disposition of any Permitted Investments. The Escrow Agent is hereby authorized to execute purchases and sales of Permitted Investments through its own trading at one or capital markets operationsmore banks listed in Schedule III hereto (each such bank, an “Approved Bank”). The Escrow Agent shall send statements pay to each the party to whom such portion of the parties periodically reflecting activity for Escrow Deposit is released and is disbursed under this Agreement (the escrow accounts in respect “Receiving Party”), interest at an annual rate which is equal to the 90 day T-Xxxx announced from time to time by The Bank of Nova Scotia on U.S. dollars loans. Such payment obligation shall be calculated daily and paid to the account(s) within three (3) Business Days of each of month-end. (b) All amounts held by the Company Escrow Fund and the Buyer Escrow Fund for the preceding month. Although the parties acknowledge that they may obtain a broker confirmation or written statement containing comparable information, each hereby agrees that confirmations of Permitted Investments are not required Agent pursuant to this Agreement shall be issued held in trust by the Escrow Agent for each period in which a statement is provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for such escrow accounts if no activity occurred for such period. (iii) Interest and other earnings on each of the Buyer Escrow Fund Tekelec Parties and the Company Escrow FundSellers, as applicable, shall be added and the delivery of the Escrow Funds to the Buyer Escrow Fund Agent shall not give rise to a debtor-creditor or other similar relationship between the Company Escrow FundAgent and the Tekelec Parties and the Sellers, as applicable. Any loss or expense incurred from an investment will be borne The amounts held by the Buyer Escrow Agent pursuant to this Agreement are at the sole risk of the Tekelec Parties and the Sellers, as applicable, and, without limiting the generality of the foregoing, the Escrow Agent shall have no responsibility or liability for any diminution of the Escrow Fund which may result from any deposit made with an Approved Bank pursuant to this Section 4, including any losses resulting from a default by the Approved Bank or Company other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. Each of the Tekelec Parties and the Sellers acknowledges and agrees that the Escrow Agent acts prudently in depositing the Escrow Fund for which at any Approved Bank, and that the investment was madeEscrow Agent is not required to make any further inquiries in respect of any such bank. (c) At any time and from time to time, any of the Tekelec Parties and the Sellers, acting together, shall be entitled to direct the Escrow Agent by written notice (i) not to deposit any new amounts in any Approved Bank specified in the notice and/or (ii) to withdraw all or any of the Escrow Fund that may then be deposited with any Approved Bank specified in the notice. With respect to any withdrawal notice, the Escrow Agent will endeavour to withdraw such amount specified in the notice as soon as reasonably practicable and the Tekelec Parties and the Sellers each acknowledge and agree that such specified amount remains at the sole risk of the Tekelec Parties and the Sellers prior to and after such withdrawal.

Investment of Escrow Funds. (ia) The Subject to receipt of a Joint Direction or a Release Order (each as defined below), Escrow Agent shall promptly hold the Escrow Amount and shall invest and reinvest each of the Buyer Escrow Fund Amount and the Company Escrow Fund, including all proceeds and income derived (directly or indirectly) therefrom, thereof in (A) an interesta Citibank noninterest-bearing deposit account with an institution insured up to the deposits in which are insured by an agency of the United States, or (B) upon joint written instructions of Buyer and Company, securities issued applicable limits by the United States or any department or agency thereof Federal Deposit Insurance Corporation (collectively“FDIC”), "PERMITTED INVESTMENTS"unless otherwise jointly instructed in writing by the Parties and as shall be reasonably acceptable to Escrow Agent (the “Permitted Investments”); PROVIDED, HOWEVER, that no investment or reinvestment may be made that would subject the Buyer Escrow Fund or the Company Escrow Fund to an early withdrawal or termination penalty. (ii) . The parties Parties recognize and agree that instructions to make any other investment (an “Alternative Investment”) must be made by delivery to Escrow Agent of a joint written instruction signed by an Authorized Representative (as defined below) of each Party, and shall specify the type, amount and identity of the investments to be purchased and/or sold, but shall only be permitted if Escrow Agent can accommodate such Alternative Investment. Escrow Agent shall have no obligation to invest or reinvest the Escrow Funds held in the Escrow Account until the following Business Day if all or a portion of the Escrow Funds is deposited with Escrow Agent after 3:00 p.m. New York City time, in which case, Escrow Agent shall invest or reinvest such Escrow Funds on the immediately following Business Day. Requests or instructions received after 3:00 p.m. New York City time by Escrow Agent to liquidate all or any portion of the Escrow Funds will be treated as if received on the following Business Day. Escrow Agent is hereby authorized to execute purchases and sales of Alternative Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. Escrow Agent or any of its affiliates may receive reasonable and customary compensation with respect to any Alternative Investment jointly directed in writing by the Parties including, without limitation, charging any applicable agency fee in connection with each transaction, which amounts (if any) shall be borne solely by Parent; provided, that Escrow Agent shall obtain the prior written consent of each of the Parties prior to entering into a transaction giving rise to any fees. Escrow Agent will not provide supervision, recommendations or advice relative relating to either the investment of moneys held in the Buyer Escrow Fund or the Company Escrow Fund Account or the purchase, sale, retention or other disposition of any Permitted Investmentsinvestment described herein. The Market values, exchange rates and other valuation information (including without limitation, market value, current value or notional value) of any Alternative Investment furnished in any report or statement may be obtained from third party sources and are furnished for the exclusive use of the Parties and any investment funds affiliated with the Parties (including any of such funds’ general partners and management advisors). Escrow Agent is hereby authorized has no responsibility whatsoever to execute purchases determine the market value or other value of any Alternative Investment and sales makes no representation or warranty, express or implied, as to the accuracy of Permitted Investments through its own trading any such valuations or capital markets operationsthat any values necessarily reflect the proceeds that may be received on the sale of an Alternative Investment. The Escrow Agent shall send statements not have any liability for any loss sustained as a result of any investment decision made pursuant to each the terms of this Agreement, pursuant to the parties periodically reflecting activity terms of any joint written instructions from the Parties to make an Alternative Investment, as a result of any liquidation of any investment prior to its maturity, or for the escrow accounts in respect failure of an Authorized Representative of each of the Company Parties to give Escrow Fund Agent instructions to invest or reinvest the Escrow Funds. Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement when required to do so pursuant to the terms of this Agreement. Except as expressly provided herein, the Escrow Funds shall not, in any manner, directly or indirectly, be assigned, hypothecated, pledged, alienated, released from escrow or transferred within escrow (or otherwise dealt with in any manner that has the economic effect of any of the foregoing acts, on a current or prospective basis). Notwithstanding anything the contrary herein, the Escrow Funds shall, at all times, remain available for distribution in accordance with Section 4 below. (b) The Parties acknowledge that non-deposit investment products are not obligations of, or guaranteed by, Citibank, Citigroup or any of their respective affiliates, are not FDIC-insured, and are subject to investment risks, including the Buyer possible loss of the principal amount invested. Only deposits in the United States are subject to FDIC insurance. Escrow Fund Agent is authorized, for any securities at any time held hereunder, to register such securities in the name of its nominee(s) or the nominee of any securities depository, and such nominee(s) may sign the name of any Party to whom or to which such securities belong and guarantee such signature in order to transfer securities or certify ownership thereof to tax or other governmental authorities. (c) The Parties agree that (i) Parent is the owner of the Escrow Account and (ii) any Escrow Earnings (if any) shall be allocated to Parent for U.S. federal and applicable state and local income tax purposes and shall be reported by Escrow Agent to Parent and to the Internal Revenue Service (“IRS”), or any other taxing authority as required by law, on IRS Form 1099 (or other appropriate form) as income earned from the Escrow Funds by Parent for such taxable year, whether or not said income has been distributed during such year. Escrow Agent shall withhold any taxes required to be withheld by applicable Law, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities. The Parties agree that Escrow Agent shall not have any other contractual obligation to file or prepare any tax returns or to prepare any other reports for any taxing authorities concerning the matters covered by this Agreement, except as required by applicable Law. To the extent not previously provided, as soon as practicable following the execution of this Agreement, the Representative and Parent shall each furnish an IRS Form W-8 or W-9 (as applicable) to Escrow Agent. Escrow Agent shall be responsible only for income reporting to the IRS with respect to the Escrow Earnings (if any). (d) All investments of the Escrow Funds shall be registered and held in the name of Escrow Agent, as Escrow Agent for the Parties. Escrow Agent will send account statements to the Parties on a monthly basis reflecting activity (including a list of all investments) with respect to the Escrow Funds in each Escrow Account for the preceding month. Although each of Parent and the parties acknowledge Representative recognize that they it may obtain a broker confirmation or written statement containing comparable informationinformation at no additional cost, each of Parent and the Representative hereby agrees agree that confirmations of Permitted Investments are not required to be issued by the Escrow Agent for each period month in which a monthly account statement is rendered. The Parties agree to notify Escrow Agent of any errors, delays or other problems within thirty (30) days after receiving written notification from Escrow Agent that a transaction has been completed; provided; PROVIDED, HOWEVER, that no confirmation statement need be rendered for the failure to so notify Escrow Agent will not constitute waiver by the Parties of any such escrow accounts if no activity occurred for such perioderror, delay or other problem. (iiie) Interest This Agreement (except for the provisions of Section 8 hereto), the duties of Escrow Agent and other earnings on each the Escrow Account shall automatically terminate and shall have no further force or effect upon the first to occur of (i) the distribution in full by Escrow Agent of all of the Buyer Escrow Fund Funds in accordance with this Agreement, or (ii) the delivery to Escrow Agent of a written notice of termination executed jointly by Parent and the Company Representative and the release by Escrow Fund, as applicable, shall be added to Agent of all of the Buyer Escrow Fund or the Company Escrow Fund, as applicable. Any loss or expense incurred from an investment will be borne by the Buyer Escrow Fund or Company Escrow Fund for which the investment was madeFunds.