Common use of Notices Instructions Clause in Contracts

Notices Instructions. (a) Any notice or instruction hereunder shall be in writing in English, and may be sent by electronic mail with a scanned attachment thereto of an executed notice or instruction, and shall be effective upon actual receipt by the Escrow Agent in accordance with the terms hereof. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company (the person(s) so designated from time to time, the “Authorized Persons”). Each of the applicable persons designated on Schedule C attached hereto have been duly appointed to act as Authorized Persons hereunder and individually have full power and authority to execute any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other party. Any notice or instruction must be originated from a corporate domain. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Escrow Agent. Any communication from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow Agent’s internal procedures. (b) The Company understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of any notice or instruction and that the Escrow Agent shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent by such Authorized Person. The Company agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent as available for use in connection with its services hereunder) to submit instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees that the security procedures set forth in Section 11(a) and this Section 11(b) are commercially reasonable. If to the Company: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx Xxxx, 1450, 5th floor, office 501 São Paulo—SP, 00000-000, Xxxxxx Attention: Lxxxxxxx Xxxxxxx Gxxxx Email: [***] with a copy to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxx Xxxxxxxxxx Email: [***] If to the Escrow Agent: Citibank, N.A. Agency & Trust 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn.: Pxxxx Xxxxxx Telephone: [***] E-mail: [***] (c) Any funds to be paid by the Escrow Agent hereunder shall be sent by wire transfer pursuant to the instructions set forth on Schedule B, or pursuant to such other wire payment instructions as may be instructed by the Company. (d) Payments to the Escrow Agent shall be sent by wire transfer pursuant to the following instructions: CITIBANK, N.A., ABA: [***]; Account Name: [***]; A/C#.: [***]

Notices Instructions. (a) Any notice or notice, requests, instruction and other communications to the Escrow Agent hereunder shall be in writing in English, and may be sent (i) by secure file transfer or (ii) by electronic mail with a scanned attachment thereto of an executed notice or instruction, and shall be effective upon actual receipt by the Escrow Agent in accordance with the terms hereof. Any notice or communications to any other parties hereto shall be in writing in English and shall be deemed to have been duly given (i) at the time of delivery, if delivered personally, (ii) on the day of transmission, if sent by facsimile or electronic transmission and written confirmation of receipt is obtained promptly after completion of the transmission, which confirmation shall promptly be delivered by the recipients if so requested, (iii) when received by overnight delivery with a reputable national overnight delivery service, or (iv) five (5) Business Days after the date any notice is deposited with the United States Postal Service, if such notice is sent by mail or by certified mail, return receipt requested and postage prepaid. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company an Interested Party designated on Schedule B and Schedule C attached hereto (the person(s) so designated from time to time, the “Authorized Persons”). Each of the applicable persons designated on Schedule B and Schedule C attached hereto have been duly appointed to act as Authorized Persons hereunder and individually have full power and authority to execute any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other party. Any notice or instruction to the Escrow Agent by secure file transfer or by electronic mail must be originated from a corporate domain. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized PersonPerson of the applicable Interested Party, and actually received and acknowledged by the Escrow Agent. Any communication from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow Agent’s internal procedures. (b) The Company understands . Each of Purchaser and Parent agrees that to provide the Escrow Agent cannot determine the identity of the actual sender other with a substantially concurrent copy of any notice or instruction and that the Escrow Agent shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent delivered by such Authorized Person. The Company agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent as available for use in connection with its services hereunder) to submit instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions first party to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the Company; (iii) pursuant to Section 2 above. The Interested Parties agree that the above security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees that the security procedures set forth in Section 11(a) and this Section 11(b) are commercially reasonable. If to the CompanyPurchaser: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx XxxxAmérica Móvil, 1450S.A.B. de C.V. Lago Zurich 245, 5th floorEdificio Telcel, office 501 São Paulo—SPPiso 16 Colonia Granada Ampliación México, 00000-000, Xxxxxx D.F. 11529 Attention: Lxxxxxxx Xxxxxxx Gxxxx Email: [***] with a copy to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx XxxxXxxxx Xxxxxxx, XX 00000 Attention: Mxxxxx Xxxxxxxxxx Email: [***] If to the Escrow Agent: Citibank, N.A. Agency & Trust 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn.: Pxxxx Xxxxxx Telephone: [***] E-mail: [***] (c) Any funds to be paid by the Escrow Agent hereunder shall be sent by wire transfer pursuant to the instructions set forth on Schedule B, or pursuant to such other wire payment instructions as may be instructed by the Company. (d) Payments to the Escrow Agent shall be sent by wire transfer pursuant to the following instructions: CITIBANK, N.A., ABA: [***]; Account Name: [***]; A/C#.: [***]General Counsel

Notices Instructions. (a) Any notice or instruction hereunder shall be in writing in English, and may be sent by electronic mail with a scanned attachment thereto of an executed notice or instruction, and shall be effective upon actual receipt by the Escrow Agent in accordance with the terms hereof. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company an Interested Party (the person(s) so designated from time to time, the “Authorized Persons”). Each of the applicable persons designated on Schedule B and Schedule C attached hereto have been duly appointed to act as Authorized Persons hereunder and individually have full power and authority to execute any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other party. Any notice or instruction must be originated from a corporate domain. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Escrow Agent. Any communication from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow Agent’s internal procedures. (b) The Company Each of the Interested Parties understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of any notice or instruction and that the Escrow Agent shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent by such Authorized Person. The Company Each of the Interested Parties agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent as available for use in connection with its services hereunder) to submit instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the CompanyInterested Parties, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees Interested Parties agree that the security procedures set forth in Section 11(a) and this Section 11(b) are commercially reasonable. If to the CompanyPlaintiffs’ QSF: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx Xxxx, 1450, 5th floor, office 501 São Paulo—SP, 00000-000, Xxxxxx Attention: Lxxxxxxx Xxxxxxx Gxxxx Email[●] Telephone: [***●] with a copy E-mail: [●] If to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Sterigenics: Attention: Mxxxxx Xxxxxxxxxx Email[●] Telephone: [***●] E-mail: [●] If to the Escrow Agent: Citibank, N.A. Agency & Trust 300 000 Xxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10013 Attn.: Pxxxx Xxxxxx [●] Telephone: [***●] E-mail: xxx.xxxx@xxxx.xxx / [***●] (c) Any funds to be paid by the Escrow Agent hereunder shall be sent by wire transfer pursuant to the instructions set forth on Schedule BD, or pursuant to such other wire payment instructions as may be instructed by the CompanyInterested Parties. (d) Payments to the Escrow Agent shall be sent by wire transfer pursuant to the following instructions: CITIBANK, N.A., ABA: [:****]**; Account Name: [***●]; A/C#.: [***●]

Notices Instructions. (a) Any notice or instruction permitted or required hereunder shall be in writing in English, and may shall be sent (i) by electronic personal delivery, (ii) by a nationally recognized overnight courier or delivery service, (iii) by registered or certified mail, return receipt requested, postage prepaid, (iv) by confirmed facsimile, or (v) by e-mail with a scanned PDF attachment thereto of an executed document, in each case addressed to the address and person(s) designated below their respective signature hereto (or to such other address as any such party may hereafter designate by written notice or instruction, and to the other parties). Notices to the Escrow Agent shall only be effective upon actual receipt by the Escrow Agent in accordance with the terms hereofAgent. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company (the person(s) so designated from time to time, the “Authorized Persons”). Each The identity of such Authorized Persons, as well as their specimen signature, title, telephone number and e-mail address, shall be delivered to the applicable persons designated Escrow Agent in the list of authorized signer forms as set forth on Schedule C attached hereto have been duly appointed to act as Authorized Persons hereunder B and individually have full power and authority to execute shall remain in effect until the Company notifies the Escrow Agent of any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other partychange thereto. Any instructions regarding funds transfer should contain a selected test word also evidenced on Schedule B. Test words must contain at least 8 alphanumeric characters, established at document execution. In addition or in lieu of test words, the Escrow Agent is authorized to seek confirmation of such notice or instruction must by telephone call back to the applicable person(s) set forth on Schedule B and the Escrow Agent may rely upon the confirmations of anyone purporting to be originated from a corporate domainthe person(s) so designated, and further to ensure the accuracy of the notice or instruction it receives, the Escrow Agent may record such call backs. Any change If the Escrow Agent is unable to verify or is not satisfied in designation of Authorized Persons shall its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be provided by written noticechanged only in writing, signed by an Authorized Person, and actually received and acknowledged by the Escrow Agent. Any communication from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow Agent’s internal procedures. (b) The Company understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of any notice or instruction and that the Escrow Agent shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent by such Authorized Person. The Company agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent as available for use in connection with its services hereunder) to submit instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees that the above security procedures set forth in Section 11(a) and this Section 11(b) are commercially reasonable. If to the Company: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx Xxxx, 1450, 5th floor, office 501 São Paulo—SP, 00000-000, Xxxxxx Attention: Lxxxxxxx Xxxxxxx Gxxxx Email: [***] with a copy to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxx Xxxxxxxxxx Email: [***] If to the Escrow Agent: Citibank, N.A. Agency & Trust 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn.: Pxxxx Xxxxxx Telephone: [***] E-mail: [***] (cb) Any funds to be paid by the Escrow Agent hereunder shall be sent by wire transfer pursuant to the instructions set forth on Schedule B, or pursuant to such other wire payment instructions as may be instructed by in the Company. (d) Payments applicable Certificate delivered to the Escrow Agent Agent. Any funds to be paid to the Escrow Account shall be sent by wire transfer pursuant to the following instructionsto: CITIBANK, N.A., N.A. ABA: [***]; 0000-0000-0 Account Name: [***]; Escrow Concentration Account A/C#.: [***]00000000 Ref: A/C 113910 WMI Hldgs

Notices Instructions. (a) Any notice or instruction hereunder shall be in writing in English, and may be sent by electronic mail with a scanned attachment thereto of an executed notice or instruction, and shall be effective upon actual receipt by the Escrow Agent in accordance with the terms hereof. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company an Interested Party (the person(s) so designated from time to time, the “Authorized Persons”). Each of the applicable persons designated on Schedule B and Schedule C attached hereto have been duly appointed to act as Authorized Persons hereunder and individually have full power and authority to execute any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other party. Any notice or instruction must be originated from a corporate domain. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Escrow Agent. Any communication from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow Agent’s internal procedures. (b) The Company Each of the Interested Parties understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of any notice or instruction and that the Escrow Agent shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent by such Authorized Person. The Company Each of the Interested Parties agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent as available for use in connection with its services hereunder) to submit instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the CompanyInterested Parties, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees Interested Parties agree that the security procedures set forth in Section 11(a) and this Section 11(b) are commercially reasonable. If to the CompanyPlaintiffs’ QSF: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx Xxxx, 1450, 5th floor, office 501 São Paulo—SP, 00000-000, Xxxxxx Attention: Lxxxxxxx Xxxxxxx Gxxxx Email[●] Telephone: [***●] with a copy E-mail: [●] If to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Sterigenics: Attention: Mxxxxx Xxxxxxxxxx Email[●] Telephone: [***●] E-mail: [●] If to the Escrow Agent: Citibank, N.A. Agency & Trust 300 000 Xxxxxxxxx Xxxxxx Xxx XxxxNew York, XX 00000 NY 10013 Attn.: Pxxxx Xxxxxx [●] Telephone: [***●] E-mail: xxx.xxxx@xxxx.xxx / [***●] (c) Any funds to be paid by the Escrow Agent hereunder shall be sent by wire transfer pursuant to the instructions set forth on Schedule BD, or pursuant to such other wire payment instructions as may be instructed by the CompanyInterested Parties. (d) Payments to the Escrow Agent shall be sent by wire transfer pursuant to the following instructions: CITIBANK, N.A., ABA: [***]; Account N.A.,*****Account Name: [***●]; A/C#.: [***●]

Notices Instructions. (a) Any notice or instruction hereunder shall be in writing in English, and may be sent by (i) secure file transfer or (ii) electronic mail with a scanned attachment thereto of an executed notice or instruction, and shall be effective upon actual receipt by the Escrow Agent in accordance with the terms hereof. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company an Interested Party (the person(s) so designated from time to time, the “Authorized Persons”). Each of the applicable persons designated on Schedule B and Schedule C attached hereto have been duly appointed to act as Authorized Persons hereunder and individually have full power and authority to execute any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other party. Any notice or instruction must be originated from a corporate domain. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Escrow Agent. Any communication from the Escrow Agent that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow Agent’s internal procedures. (b) . The Company understands and agrees Interested Parties agree that the Escrow Agent cannot determine the identity of the actual sender of any notice or instruction and that the Escrow Agent shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent by such Authorized Person. The Company agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent as available for use in connection with its services hereunder) to submit instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the Company; (iii) that the above security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees that the security procedures set forth in Section 11(a) and this Section 11(b) are commercially reasonable. If to the CompanyBuyer: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx XxxxTalos Production Inc. 000 Xxxx Xxxxxx, 1450Xxxxx 0000 Xxxxxxx, 5th floor, office 501 São Paulo—SP, 00000-000, Xxxxxx Xxxxx 00000 Attention: Lxxxxxxx Xxxxxxx Gxxxx EmailX. Xxxx III Telephone: [***] with a copy (000) 000-0000 E-mail: Xxxx.Xxxx@xxxxxxxxxxx.xxx If to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx the Seller: Castex Energy 2014, LLC c/o Riverstone Investment Group LLC 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Mxxxxx Xxxxxxxxxx General Counsel Telephone: (000) 000-0000 Email: [***] xxxxx@xxxxxxxxxxxxx.xxx If to the Escrow Agent: Citibank, N.A. Agency & Trust 300 Xxxxxxxxx 000 Xxxxxxxxxx Xxxx 00xx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn.Attention: Pxxxx Xxxxxx Xxxxxxx Telephone: [***] 000-000-0000 E-mail: [***]xxx.xxxx@xxxx.xxx and xxxxxx.xxxxxxx@xxxx.xxx (cb) Any funds to be paid by the Escrow Agent hereunder shall be sent by wire transfer pursuant to the instructions set forth on Schedule B, or pursuant to such other wire payment instructions as may be instructed by the CompanyInterested Parties (including by Joint Instructions (and pursuant to Section 2 with regards to callbacks) or a Judgment). (dc) Payments In the case of the Escrow Account, payments to the Escrow Agent shall be sent by wire transfer pursuant to the following instructions: CITIBANK, N.A., ABA: [***]0000-0000-0; Account Name: [***]Escrow Concentration Account; A/C#.: [***]00000000; Ref: Talos Castex 2014 Escrow A/C # 12441100.

Notices Instructions. (a) Any notice or instruction permitted or required hereunder shall be in writing in English, and may shall be sent (i) by electronic personal delivery, (ii) by a nationally recognized overnight courier or delivery service, (iii) by registered or certified mail, return receipt requested, postage prepaid, (iv) by confirmed facsimile, or (v) by e-mail with a scanned PDF attachment thereto of an executed document, in each case addressed to the address and person(s) designated below their respective signature hereto (or to such other address as any such party may hereafter designate by written notice or instruction, and to the other parties). Notices to the Escrow Agent shall only be effective upon actual receipt by the Escrow Agent in accordance with the terms hereofAgent. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company an Interested Party (the person(s) so designated from time to time, the “Authorized Persons”). Each The identity of such Authorized Persons, as well as their specimen signature, title, telephone number and e-mail address, shall be delivered to the Escrow Agent in the list of authorized signer forms as set forth on Schedule B and Schedule C and shall remain in effect until the applicable persons designated on Schedule C attached hereto have been duly appointed Interested Party notifies the Escrow Agent of any change thereto. The Escrow Agent is authorized to act as Authorized Persons hereunder and individually have full power and authority to execute any notices or instructions, to amend, modify or waive any provisions seek confirmation of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other party. Any such notice or instruction must by telephone call back to the applicable person(s) set forth on Schedule B and Schedule C and the Escrow Agent may rely upon the confirmations of anyone purporting to be originated from a corporate domainthe person(s) so designated, and further to ensure the accuracy of the notice or instruction it receives, the Escrow Agent may record such call backs. Any change If the Escrow Agent is unable to verify or is not satisfied in designation of Authorized Persons shall its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The persons and telephone numbers for call backs may be provided by written noticechanged only in writing, signed by an Authorized Person, and actually received and acknowledged by the Escrow Agent. Any communication from the Escrow Agent The Interested Parties agree that the Escrow Agent deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow Agent’s internal procedures. (b) The Company understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of any notice or instruction and that the Escrow Agent shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent by such Authorized Person. The Company agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent as available for use in connection with its services hereunder) to submit instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent and that there may be more secure methods of transmitting instructions than the method(s) selected by the Company; (iii) that the above security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees that the security procedures set forth in Section 11(a) and this Section 11(b) are commercially reasonable. If to the Company: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx Xxxx, 1450, 5th floor, office 501 São Paulo—SP, 00000-000, Xxxxxx Attention: Lxxxxxxx Xxxxxxx Gxxxx Email: [***] with a copy to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxx Xxxxxxxxxx Email: [***] If to the Escrow Agent: Citibank, N.A. Agency & Trust 300 c/o Citi Private Bank 000 Xxxx 00xx Xx, 00xx Xx Attn: Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 AttnTelephone No.: Pxxxx Xxxxxx Telephone(000) 000-0000 Facsimile No.: [***] (000) 000-0000 E-mail: [***]Xxxxx.xxxxxxxxx@xxxx.xxx (cb) Any funds to be paid to or by the Escrow Agent hereunder shall be sent by wire transfer pursuant to the instructions set forth on Schedule B, or pursuant following instructions: If to such other wire payment instructions as may be instructed by the Company. (d) Payments US Purchaser: Bank: ABA#: Account Name: A/C#: Ref: If to the UK Purchaser: Bank: ABA#: Account Name: A/C#: Ref: If to Hill Delaware: Bank: ABA#: Account Name: A/C#: Ref: If to Hill N.V.: Bank: ABA#: Account Name: A/C#: Ref: If to the Escrow Agent shall be sent by wire transfer pursuant to the following instructionsAgent: CITIBANK, N.A., N.A. ABA: [***]; 0000-0000-0 Account Name: [***]; Escrow Concentration Account A/C#.: [***]00000000 Further Credit Account: Further Credit Account Name:

Notices Instructions. (a) Any notice or instruction hereunder shall be in writing in English, and may be sent by (i) secure file transfer or (ii) electronic mail with a scanned attachment thereto of an executed notice or instruction, and shall be effective upon actual receipt by the Escrow Agent Bank in accordance with the terms hereof. Any notice or instruction must be executed (which execution may be manual or affixed by DocuSign) by an authorized person of the Company Depositor (the person(s) so designated from time to time, the “Authorized Persons”). Each of the applicable persons designated on Schedule C attached hereto B have been duly appointed to act as Authorized Persons hereunder and individually have full power and authority to execute any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement, all without further consent or direction from, or notice to, it or any other party. Any notice or instruction must be originated from a corporate domain. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Escrow AgentBank. Any communication from the Escrow Agent Bank that the Escrow Agent Bank deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Escrow AgentBank’s internal procedures. The Depositor agrees that the above security procedures are commercially reasonable. All notices to be provided by or to Depositor hereunder shall also be provided to the PUC, expressly including but not limited to any notices sent pursuant to Sections 2, 7, and 9 of this Agreement, and the PUC agrees upon execution of this Amendment to provide a certificate of incumbency to the Bank, in a form satisfactory to the Bank, providing the names and signatures of the Authorized Persons of the PUC to give any notices and instructions pursuant to the Agreement. (b) The Company Each of the Depositor and PUC understands and agrees that the Escrow Agent Bank cannot determine the identity of the actual sender of any notice or instruction and that the Escrow Agent Bank shall be entitled to conclusively presume that notices or instructions that purport to have been sent by an Authorized Person have been sent by such Authorized Person. The Company Each of the Depositor and PUC agrees: (i) to assume all risks arising out of the use of electronic means (including electronic mail, secure file transfer or such other method or system specified by the Escrow Agent Bank as available for use in connection with its services hereunder) to submit instructions to the Escrow AgentBank, including without limitation the risk of the Escrow Agent Bank acting on unauthorized instructions, and the risk of interception or misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Escrow Agent Bank and that there may be more secure methods of transmitting instructions than the method(s) selected by the CompanyDepositor or PUC, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent Bank immediately upon learning of any compromise or unauthorized use of the security procedures. The Company agrees Depositor and PUC agree that the security procedures set forth in Section 11(a12(a) and this Section 11(b12(b) are commercially reasonable. If to the CompanyDepositor: Lavoro Merger Sub II Limited Av. Dx. Xxxxxxx dx North Bend Wind Project, LLC 0000 Xxxx Xxx Xxxx., 1450Xxxxx 000 Houston, 5th floorTX 77056 Attn.: Xxxxxx Xxxxx XXX Asset Manager Phone: 000.000.0000 Email: xxxx.xxxxxxx@xxxxx.xxx With a copy to: North Bend Wind Project, office 501 São Paulo—SPLLC 0000 Xxxx Xxx Xxxx., 00000Xxxxx 000 Houston, TX 770056 Attn.: General Counsel, Renewables Telephone: 000-000, Xxxxxx Attention: Lxxxxxxx Xxxxxxx Gxxxx -0000 Email: [***] with a copy to (which shall not constitute notice): Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxx Xxxxxxxxxx Email: [***] xxxxxxx-xxxxx@xxxxx.xxx If to the Escrow AgentBank: Citibank, N.A. Agency & Trust 300 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn.: Pxxxx Xxxxxx Xxxxx Telephone: [***] 000-000-0000 E-mail: [***] (c) Any funds to be paid by the Escrow Agent hereunder shall be sent by wire transfer pursuant xxx.xxxx@xxxx.xxx If to the instructions set forth on Schedule B, or pursuant to such other wire payment instructions as may be instructed by the Company. (d) Payments to the Escrow Agent shall be sent by wire transfer pursuant to the following instructionsPUC: CITIBANK, N.A., ABA000 X. Xxxxxxx Xxx. Pierre SD 57501 Attn: [***]; Account NameExecutive Director Telephone: [***]; A/C#.000-000-0000 E-Mail: [***]XXX@xxxxx.xx.xx